Exhibit 10.20
SUPERVALU INC.
1983 EMPLOYEE STOCK OPTION
PLAN
Section 1.
Purpose. The purpose of
this Plan is to promote the interests of SUPERVALU INC., a Delaware
corporation (the “Corporation”), and its stockholders
by encouraging selected key salaried management employees of the
Corporation, and members of the Board of Directors who are not also
employees of the Corporation, to invest in shares of the
Corporation’s Common Stock with the increased personal
interest and effort in the continued success and progress of the
business that stock ownership can produce, and by providing
additional means of attracting and retaining competent executive
personnel and directors.
Section 2. Administration;
Granting of Options. The
Plan shall be administered by the Board of Directors of the
Corporation.
The Board of Directors shall have
full authority in its discretion, but subject to the express
provisions of the Plan, to:
(a) determine the purchase price of
the Common Stock covered by each option;
(b) determine the persons to whom
and the time or times at which options shall be granted;
(c) determine the number of shares
to be subject to each option;
(d) determine terms and provisions
(and amendments thereof) of the respective option agreements (which
need not be identical), including such terms and provisions (and
amendments) as shall be required in the judgment of the Board to
conform to any law or regulation applicable thereto;
(e) determine which options shall be
Incentive Stock Options within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the
“Code”);
(f) accelerate the time at which all
or any part of an option may be exercised;
(g) modify or amend any outstanding
option agreement subject to the consent of optionee;
(h) interpret the Plan and
prescribe, amend and rescind rules and regulations relating to
it;
(i) make all other determinations
deemed necessary or advisable for the administration of the
Plan.
All decisions, determinations and
selections made by the Board of Directors on the foregoing matters
shall be conclusive.
The granting of an option pursuant
to the Plan shall be effective only when an option is duly awarded
to an employee or director by the Board of Directors.
The Executive Committee of the
Corporation, in addition to and not to the exclusion of the Board
of Directors of the Corporation, is authorized to exercise all of
the powers authorized and conferred by the Plan on the Board of
Directors other than the power under Section 12 of this Plan
to terminate and amend the Plan.
The Board of Directors may also
authorize, at any time, the formation of a Stock Option Committee
(the “Committee”), consisting of three or more members
appointed from time to time by the Board, which Committee would
have authority to exercise the powers conferred on the Board under
the Plan, other than the power under Section 12 herein to
terminate and amend the Plan. In addition, the Board of Directors
may authorize, at any time, the Chief Executive Officer of the
Corporation to extend the period of exercise of certain Incentive
Stock Options and non-incentive (non-qualified) stock options in
accordance with the provisions set forth in the option
agreement.
Section 3. Eligibility;
Factors to be Considered in Granting Stock Options.
Incentive Stock Options may be
granted only to key salaried management employees (which term, as
used herein, includes officers) of the Corporation and of its
present and future subsidiary corporations. Options which do not
qualify as Incentive Stock Options may be granted to key salaried
management employees of the Corporation and of its present and
future subsidiary corporations and to members of the Board of
Directors of the Corporation who are not also employees of the
Corporation or one of its subsidiaries (“Non-Employee
Directors”), provided, however, that options shall be granted
to Non-Employee Directors only pursuant to Section 7
hereof.
In determining the employees to whom
options shall be granted and the number of shares to be covered by
each such option, the Board of Directors may take into account the
nature of the services rendered by the respective employees, their
present and potential contributions to the success of the
Corporation and such other factors as the Board of Directors, in
its discretion, shall deem relevant.
Subject to the provisions of
Section 10 herein, an employee who has been granted an option
under the Plan or under any prior stock option plan of the
Corporation may be granted an additional option or options under
the Plan if the Board of Directors shall so determine.
Section 4. Shares Subject to
the Plan. Subject to
adjustment as provided in Section 11 herein:
(a) the stock to be offered under
the Plan shall be shares of the Corporation’s authorized
Common Stock, par value $1.00 per share, which may be either shares
reacquired and held in the treasury of the Corporation or
authorized but unissued shares; and
(b) the aggregate number of shares
which may be issued under all options granted pursuant to the Plan
shall be 4,500,000 shares.
Shares subject to, but not issued
under, any option terminating or expiring for any reason prior to
exercise thereof in full shall again be available for other options
thereafter granted under the Plan.
2
Section 5. Term of Plan and of Each Option
Agreement; Exercise of Options. The period during which options may be granted
under the Plan shall expire February 7, 1999. The term of each
option so granted shall expire not more than ten years from the
date the option is granted.
The Board of Directors may determine
at the time of granting whether each such option is exercisable in
full, in part from time to time or in installments, which may be
cumulative from year to year during such term to the extent not
exercised in a prior year; provided, however, that notwithstanding
the foregoing, from and after a Change of Control (as hereinafter
defined), all options granted under the Plan, including options
granted to Non-Employee Directors pursuant to Section 7
hereof, shall become immediately exercisable to the full extent of
the original award. As used herein, “Change of Control”
shall mean any of the following events:
(i) the acquisition by any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (A) the then
outstanding shares of common stock of the Corporation or
(B) the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the
election of directors; provided, however, that for purposes of this
subsection (i), the following acquisitions shall not
constitute a Change of Control; (A) any acquisition directly
from the Corporation or (B) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation;
or
(ii) the consummation of any merger
or other business combination of the Corporation, sale or lease of
the Corporation’s assets or combination of the foregoing
transactions (the “Transactions”) other than a
Transaction immediately following which the shareholders of the
Corporation and any trustee or fiduciary of any Corporation
employee benefit plan immediately prior to the Transaction own at
least 60% of the voting power, directly or indirectly, of
(A) the surviving corporation in any such merger or other
business combination; (B) the purchaser or lessee of the
Corporation’s assets; or (C) both the surviving
corporation and the purchaser or lessee in the event of any
combination of Transactions; or
(iii) within any 24 month period,
the persons who were directors immediately before the beginning of
such period (the “Incumbent Directors”) shall cease
(for any reason other than death) to constitute at least a majority
of the Board of Directors of the Corporation or the board of
directors of a successor to the Corporation. For this purpose, any
director who was not a director at the beginning of such period
shall be deemed to be an Incumbent Director if such director was
elected to the Board of Directors of the Corporation by, or on the
recommendation of or with the approval of, at least three-fourths
of the directors who then qualified as Incumbent Directors (so long
as such director was not nominated by a person who has expressed an
intent to effect a Change of Control or engage in a proxy or other
control contest); or
(iv) such other event or transaction
as the Board of Directors of the Corporation shall determine
constitutes a Change of Control.
3
Options granted under this Plan need
not be identical with respect to the terms of exercise thereof.
Subject only to the foregoing limitations, options may be exercised
in whole at any time or in part from time to time during the option
term by serving written n
