Exhibit 10.2
SUPERVALU INC.
2002 STOCK PLAN
STOCK OPTION
AGREEMENT
This agreement is made and entered
into as of the Grant Date indicated below, by and between SUPERVALU
INC. and the individual whose name and signature appears below
(“Optionee”).
The Company has established the 2002
Stock Plan (the “Plan”), under which key employees of
the Company and its Affiliates may be granted Options to purchase
shares of the Company’s common stock. Optionee has been
selected by the Company to receive an Option subject to the
provisions of this agreement. Capitalized terms that are used in
this agreement, that are not defined, shall have the meanings
ascribed to them in the Plan.
The Company and Optionee hereby
agree as follows:
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1.
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Option Grant.
The Company hereby grants to Optionee, subject to Optionee’s
acceptance hereof, the right and option to purchase the number of
Shares indicated below at the exercise price per Share indicated
below. The Option has been designated as a Non-Qualified Stock
Option (“NQ”) for tax purposes, the consequences of
which are set forth in the prospectus that describes the
Plan.
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2.
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Acceptance of Option
and Stock Option Terms and Conditions. The Option is subject to
and governed by the Stock Option Terms and Conditions attached
hereto, and the Plan. To accept the Option, Optionee must sign and
return a copy of this agreement to the Company within ninety
(90) days after the Grant Date. By so doing, Optionee agrees
to be bound by the Stock Option Terms and Conditions and the
provisions of the Plan.
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3.
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Vesting, Exercise
Rights and Expiration. Twenty percent (20%) of the Option
shall vest on the Grant Date and the remaining portion shall vest
in four (4) equal annual installments commencing on each
anniversary of the Grant Date. The vested portion of the Option may
be exercised in whole or part, subject to the Stock Option Terms
and Conditions. Except as otherwise provided in the Stock Option
Terms and Conditions, the Option will expire on the Expiration Date
indicated below.
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Option
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Grant
Date
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Number of
Shares
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Type of
Option
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Exercise
Price
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Expiration
Date
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SUPERVALU
INC.
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OPTIONEE
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Burt M.
Fealing
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Vice President,
Corporate Secretary and Chief Securities Counsel
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1
SUPERVALU INC.
2002 STOCK PLAN
STOCK OPTION TERMS AND
CONDITIONS
(KEY EXECUTIVES)
These Stock Option Terms and
Conditions (“Terms and Conditions”) apply to the Option
granted to you under the 2002 Stock Plan, pursuant to the Stock
Option Agreement to which this document is attached. Capitalized
terms that are used in this document, but are not defined, shall
have the meanings ascribed to them in the Plan or the Stock Option
Agreement.
1. Vesting and
Exercisability. The
Option shall vest in cumulative installments as follows:
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a)
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As of the Grant
Date, twenty percent (20%) of the Option shall immediately
vest and twenty percent (20%) of the Shares subject to the
Option shall then be available for purchase, provided you have
signed and returned your Stock Option Agreement within the time
period specified.
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b)
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On each
anniversary of the Grant Date, an additional twenty percent
(20%) of the Option shall vest and an additional twenty
percent (20%) of the Shares subject to the Option shall then
be available for purchase.
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The vested portion of the Option may
be exercised at any time, or from time to time, to purchase Shares.
If in any year the full amount of Shares that may be purchased
pursuant to the vested portion of the Option is not purchased, the
remaining amount of such Shares shall be available for purchase
during the remainder of the term of the Option.
2. Manner of Exercise.
Except as provided in Section 8
below, you cannot exercise the Option unless at the time of
exercise you are an employee of the Company or an Affiliate. Prior
to your death, only you may exercise the Option. You may exercise
the Option as follows:
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a)
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By delivering a
“Notice of Exercise of Stock Option” to the Company at
its principal office, attention: Corporate Secretary, stating the
number of Shares being purchased and accompanied by payment of the
full purchase price for such Shares (determined by multiplying the
Exercise Price by the number of Shares to be purchased). [Note: In
the event the Option is exercised by any person other than you
pursuant to any of the provisions of Section 8 below, the
Notice must be accompanied by appropriate proof of such
person’s right to exercise the Option.]; or
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b)
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By entering an
order to exercise the Option using E*TRADE’s OptionsLink
website.
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3. Method of Payment.
The full purchase price for the
Shares to be purchased upon exercise of the Option must be paid as
follows:
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a)
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By delivering
directly to the Company, cash or its equivalent payable to the
Company;
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b)
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By delivering
indirectly to the Company, cash or its equivalent payable to the
Company through E*TRADE’s OptionsLink website; or
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c)
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By delivering
Shares having a Fair Market Value as of the Exercise Date equal to
the purchase price (commonly known as a “Stock Swap”);
or
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d)
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By delivering
the full purchase price in a combination of cash and
shares.
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4. Delivery of Shares. You shall not have
any of the rights of a stockholder with respect to any Shares
subject to the Option until such Shares are purchased by you upon
exercise of the Option. Such Shares shall then be issued and
delivered to you by the Company as follows:
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a)
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In the form of
a stock certificate registered in your name or your name and the
name of another adult person (21 years of age or older) as joint
tenants, and mailed to your address; or
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2
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b)
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In “book
entry” form, i.e. registered with the Company’s stock
transfer agent, in your name or your name and the name of another
adult person (21 years of age or older) as joint tenants, and sent
by electronic delivery to your brokerage account.
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5. Withholding Taxes.
You are responsible for the payment
of any federal, state, local or other taxes that are required to be
withheld by the Company upon exercise of the Option and you must
promptly remit such taxes to the Company. You may elect to remit
these taxes by:
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a)
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Delivering
directly to the Company, cash or its equivalent payable to the
Company;
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b)
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Delivering
indirectly to the Company, cash or its equivalent payable to the
Company through E*TRADE’s OptionsLink website;
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c)
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Having the
Company withhold a portion of the Shares to be issued upon exercise
of the Option having a Fair Market Value equal to the amount of
federal and state income tax required to be withheld upon such
exercise (commonly referred to as a “Tax Swap” or
“Stock for Tax”); or
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d)
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Delivering
Shares to the Company, other than the Shares issuable upon exercise
of the Option, having a Fair Market Value equal to such taxes.
[Note: In addition to delivering Shares to satisfy required tax
withholding obligations, you may also elect to deliver additional
Shares to the Company, other than the Shares issuable upon exercise
of the Option, having a Fair Market Value equal to the amount of
any additional federal or state income taxes imposed on you in
connection with the exercise of the Option, provided such
Shares have been held by you for a minimum of six
(6) months.]
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6. Change of Control.
In the event of the occurrence of a
Change of Control of the Company, the unvested portion of the
Option shall immediately vest and the Option shall become
immediately exercisable in full. The term “Change of
Control”, means any of the following events:
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a)
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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 twenty percent (20%) or more of either
(A) the then outstanding shares of common stock of the Company
or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors; provided, however, that for purposes of this
subsection (a), the following share acquisitions shall not
constitute a Change of Control; (A) any acquisition directly
from the Company or (B) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company; or
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b)
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The
consummation of any merger or other business combination of the
Company, the sale or lease of all or substantially all the
Company’s assets or any combination of the foregoing
transactions (each a “Transaction”) other than a
Transaction immediately following which the stockholders of the
Company and any trustee or fiduciary of any Company employee
benefit plan immediately prior to the Transaction own at least
sixty percent (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 Company’s assets; or (C) both the
surviving corporation and the purchaser or lessee in the event of
any combination of Transactions; or
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c)
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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 Company or the board of directors of a
successor to the Company.
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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 Company 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.
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d)
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Such other
event or transaction as the Board of Directors of the Company shall
determine constitutes a Change of Control.
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You acknowledge that as a result of
the foregoing acceleration of vesting and exercisability, to the
extent that the aggregate Fair Market Value of all Shares subject
to stock options that are Incentive Stock Options which are
exercisable for the first time by you during any calendar year
(under all plans of the Company and its subsidiaries, if any)
exceeds $100,000, all or any portion of the Option, as well as any
other stock option held by you, may become a stock option which is
not an Incentive Stock Option.
7. Transferability.
Unless otherwise determined by the
Committee, the Option shall not be transferable other than by will
or the laws of descent and distribution. More particularly, the
Option may not be assigned, transferred, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to these provisions, or the levy of an
execution, attachment or similar process upon the Option, shall be
void.
You may designate a beneficiary or
beneficiaries to exercise your rights with respect to the Option
upon your death. In the absence of any such designation, benefits
remaining unpaid at your death shall be paid to your
estate.
8. Effect of Termination of
Employment. Following the
termination of your employment with the Company or an Affiliate for
any of the reasons set forth below, your right to exercise the
Option, as well as that of your beneficiary or beneficiaries, shall
be as follows:
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a)
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Voluntary or
Involuntary . In the
event your employment is terminated voluntarily or involuntarily
for any reason other than retirement, death or permanent
disability, you may exercise the Option prior to its Expiration
Date, at any time within a period of up to two
(2) years after such termination of employment, to the
full extent of the number of Shares you were entitled to purchase
under that portion of the Option which was vested as of the date of
termination of your employment. However, the Committee may, in its
sole and absolute discretion, except in the case of the termination
of your employment following the occurrence of a Change of Control,
during a period of seventy-five (75) days after such
termination of employment and following ten (10) days’
written notice to you, reduce the period of time during which the
Option may be exercised to any period of time designated by the
Committee, provided such period is not less than ninety
(90) days following termination of your employment.
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b)
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Retirement.
You shall be deemed to have retired, solely for purposes of this
Agreement, in the event that your employment terminates for any
reason other than death or disability and you are at least 55 years
of age.
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(i)
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In the event
you retire and you have completed ten (10) or more years of
service with the Company or an Affiliate, the unvested portion of
the Option shall immediately vest in full. Thereafter, you may
exercise the Option at any time prior to its Expiration Date, to
the
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