Full Doc
 | 2003 |
Kroger Reports Net Earnings of $0.15 per Diluted Share
Kroger Reports Net Earnings of $0.15 per Diluted Share (26K)
Doc #253191: This document is immediately available for purchase, but does not have a preview available for viewing.
KROGER REPORTS NET EARNINGS OF $0.15 PER DILUTED SHARE
FOR THIRD QUARTER OF 2003
Results Include Effect of Two Ongoing Labor Disputes and Premiums Paid
on Debt Repurchases
CINCINNATI, OH, December 9, 2003?The Kroger Co. (NYSE: KR) today reported net earnings of $110.2 million, or $0.15 per diluted share, for the third quarter ended November 8, 2003. The Company estimates the ongoing labor disputes affecting stores in southern California and the West Virginia area reduced earnings by $0.12 per diluted share during the quarter. Premiums paid on debt . . .
253191
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Albertson's
As referenced in this Kroger Reports Net Earnings of $0.15 per Diluted Share:
Albertson's, Inc – basis in the Ralphs stores; and expenses under the agreement entered into in connection with the collective bargaining arrangement with Safeway Inc. and Albertson's, Inc . in southern California.
Table 4.
THE KROGER CO.
CONSOLIDATED BALANCE SHEET
(in millions)
November 8,
2003
November 9,
2002
ASSETS
Current Assets
_____________
dt 130599
;
Kroger
As referenced in this Kroger Reports Net Earnings of $0.15 per Diluted Share:
Kroger Co – THIRD QUARTER OF 2003
Results Include Effect of Two Ongoing Labor Disputes and Premiums Paid
on Debt Repurchases
CINCINNATI, OH, December 9, 2003The Kroger Co . (NYSE: KR) today reported net earnings of $110.2 million, or $0.15 per diluted share, for the third quarter ended November
_____________
.kroger.co – 106 million last year to local communities and non-profit organizations. For more information about Kroger, please visit our web site at www.kroger.co m, where a wide variety of fine jewelry and holiday flowers are available at great prices.
# # #
This press release contains certain forward-looking
_____________
Kroger co – cash flow, if any, used to reduce debt, repurchase stock, or pay a cash dividend, may be affected by the market price of Kroger co mmon stock and the amount of outstanding debt available for pre-payment or repurchase. Our capital expenditures could vary if we are unsuccessful
_____________
.kroger.co – quarterly conference call with investors will be broadcast live via the Internet at 10 a.m. (EST) on December 9, 2003 at www.kroger.co m and www.streetevents.com. An on-demand replay of the webcast will be available from 2 p.m. (EST) on December 9,
_____________
Kroger Co – the webcast will be available from 2 p.m. (EST) on December 9, 2003 through December 19, 2003.
# # #
Media Contact:
Gary Rhodes, The Kroger Co . (513) 762-1304
Investor Contact:
Kathy Kelly, The Kroger Co. (513) 762-4969
5
Table 1.
THE KROGER CO.
CONSOLIDATED STATEMENTS OF
_____________
dt 107433
;
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Safeway
As referenced in this Kroger Reports Net Earnings of $0.15 per Diluted Share:
Safeway Inc – operating trends for the balance of the quarter. The estimate also includes the Companys expected obligation for the quarter under an agreement with Safeway Inc . and Albertsons, Inc. that was entered into in connection with the multi-employer collective bargaining arrangement in southern California. The estimate also
_____________
Safeway Inc – on a temporary basis in the Ralphs stores; and expenses under the agreement entered into in connection with the collective bargaining arrangement with Safeway Inc . and Albertson's, Inc. in southern California.
Table 4.
THE KROGER CO.
CONSOLIDATED BALANCE SHEET
(in millions)
November 8,
2003
November 9,
_____________
dt 151428
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Preview
Full Doc
| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (329K)
Doc #330638: Click preview link for longer preview.
Revolving Commitment: 01310SAB7
364-DAY CREDIT AGREEMENT
Dated as of June 17, 2004
among
ALBERTSON'S, INC.,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent and as a Lender,
and
The Other Lenders Party Hereto
BANC . . .
330638
|
Albertson's
As referenced in this 364-Day Credit Agreement:
ALBERTSON'S, INC – TEXT}
{PAGE}
Exhibit 10.51
================================================================================
CUSIP No. Deal: 01310SAA9
Revolving Commitment: 01310SAB7
364-DAY CREDIT AGREEMENT
Dated as of June 17, 2004
among
ALBERTSON'S, INC .,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent and as a Lender,
and
The Other Lenders Party Hereto
BANC
_____________
ALBERTSON'S, INC – Opinion Matters
iv
{PAGE}
364-DAY CREDIT AGREEMENT
This 364-DAY CREDIT AGREEMENT ("Agreement") is entered into as of June 17,
2004, among ALBERTSON'S, INC ., a Delaware corporation (the "Borrower"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK
_____________
ALBERTSON'S, INC – 69
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
ALBERTSON'S, INC .
By: /s/ John F. Boyd
--------------------------------------
Name: John Boyd
Title: Group Vice President and Treasurer
Albertson's 364-Day Credit Agreement
Signature Page
_____________
Albertson's, Inc – Total $ 400,000,000.00 100.000000000%
{/TABLE}
S-1
{PAGE}
SCHEDULE 10.02
ADMINISTRATIVE AGENT'S OFFICE,
CERTAIN ADDRESSES FOR NOTICES
BORROWER:
Albertson's, Inc .
250 Parkcenter Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
Website: www.albertsons.
_____________
Albertson's, Inc – CA 94520
Attention: Glenis Croucher
Telephone: (925) 675-8382
Facsimile: (888) 969-3315
Electronic Mail: glenis.croucher@bankofamerica.com
Account No.: 3750836479
Ref: Albertson's, Inc .
ABA# 111000012
Other Notices as Administrative Agent:
Bank of America, Inc.
Agency Management
901 Main Street
TX1-492-14-11
Dallas, Texas
_____________
dt 684069
;
Citibank
As referenced in this 364-Day Credit Agreement:
Citibank, N.A. – Hoffman
Telephone: (212) 537-1439/1366
Facsimile: (212) 537-1867/1866
Electronic Mail: larry.benison@morganstanley.com
adam.hoffman@morganstanley.com
Payment Instructions:
Citibank, N.A.
New York, New York
ABA No. 021-000-089
Account Name: Morgan Stanley Bank
Account No.: 3044-0947
Ref: Albertson's, Inc.
_____________
Citibank, N.A. – 277 Park Avenue
New York, New York 10172
Attention: Andrew Homola
Deal Administration
Telephone: (212) 224-4320
Facsimile: (212) 224-5197
Payment Instructions:
Citibank, N.A.
New York, New York
ABA No. 021000089
F/O: SMBC, NY
Account No.: 36023837
Ref: Albertson's, Inc.
Other Notices as a
_____________
dt 638736
;
CCR-B
As referenced in this 364-Day Credit Agreement:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – 212) 537-1532/2484
Facsimile: (212) 537-1867/1866
Electronic Mail: erma.dell'aquila@morganstanley.com
edward.henley@morganstanley.com
S-14
{PAGE}
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK INTERNATIONAL" NEW YORK BRANCH
Lender's Administrative Contact:
(for payments and Requests for Credit Extensions):
Rabobank International, New York Branch
_____________
dt 686949
;
|
ER
As referenced in this 364-Day Credit Agreement:
environmental remediation, – industrial, toxic or hazardous substances or
wastes or the clean-up or other remediation thereof.
"Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any of its Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation,
_____________
dt 995798
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – right to acquire any such capital stock or
other equity interest.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc . and any successor thereto.
"SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.
_____________
dt 627739
;
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| 2003 |
Agreement
Agreement (4K)
Doc #330674: Click preview link for longer preview.
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
COMMON SHARES RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into on September
26, 2003 to be effective as of February 26, 2002, by and between Albertson's,
Inc., a Delaware corporation (the "Company"), and American Stock Transfer and
Trust Company, a New York banking corporation ("AST").
RECITALS
A. On or about December 6, 1996, the Company entered into a common
shares rights . . .
330674
|
Albertson's
As referenced in this Agreement:
Albertson's,
Inc – Agreement of Substitution and Amendment is entered into on September
26, 2003 to be effective as of February 26, 2002, by and between Albertson's,
Inc ., a Delaware corporation (the "Company"), and American Stock Transfer and
Trust Company, a New York banking corporation ("AST").
RECITALS
A. On or
_____________
Albertson's, Inc – Agreement is amended to provide that notices
or demands shall be addressed as follows (until another address is
filed):
If to the Company:
Albertson's, Inc .
250 Parkcenter Boulevard
Boise, Idaho 83726
Attention: Corporate Secretary
If to AST:
American Stock Transfer & Trust Company
59 Maiden Lane
New York,
_____________
ALBERTSON'S, INC – same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed to be effective as of February 26, 2002.
ALBERTSON'S, INC .
By: /s/ Kaye L. O'Riordan
---------------------
Kaye L. O'Riordan
Vice President and Corporate Secretary
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/
_____________
dt 684115
| |
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| 2003 |
Agreement
Agreement (4K)
Doc #330676: Click preview link for longer preview.
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
COMMON SHARES RIGHTS AGREEMENT
This Agreement of Substitution and Amendment is entered into on September
26, 2003 to be effective as of February 26, 2002, by and between Albertson's,
Inc., a Delaware corporation (the "Company"), and American Stock Transfer and
Trust Company, a New York banking corporation ("AST").
RECITALS
A. On or about December 6, 1996, the Company entered into a common
shares rights . . .
330676
|
Albertson's
As referenced in this Agreement:
Albertson's,
Inc – Agreement of Substitution and Amendment is entered into on September
26, 2003 to be effective as of February 26, 2002, by and between Albertson's,
Inc ., a Delaware corporation (the "Company"), and American Stock Transfer and
Trust Company, a New York banking corporation ("AST").
RECITALS
A. On or
_____________
Albertson's, Inc – Agreement is amended to provide that notices
or demands shall be addressed as follows (until another address is
filed):
If to the Company:
Albertson's, Inc .
250 Parkcenter Boulevard
Boise, Idaho 83726
Attention: Corporate Secretary
If to AST:
American Stock Transfer & Trust Company
59 Maiden Lane
New York,
_____________
ALBERTSON'S, INC – same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed to be effective as of February 26, 2002.
ALBERTSON'S, INC .
By: /s/ Kaye L. O'Riordan
----------------------
Kaye L. O'Riordan
Vice President and Corporate Secretary
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/
_____________
dt 684117
| |
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Full Doc
| 2001 |
Amendment Agreement
Amendment Agreement (31K)
Doc #330748: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}14
{FILENAME}abs10k2000exhibit10-281.txt
{DESCRIPTION}AMENDMENT TO CREDIT AGREEMENT 5 YEAR
{TEXT}
Exhibit 10.28.1
[EXECUTION COPY]
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (this "Agreement") is entered into as of
March 15, 2001 by and among Albertson's, Inc., a Delaware corporation (the
"Company"), the several financial institutions party to this Agreement
(individually, a "Bank" and, collectively, the "Banks"), and Bank of America,
N.A., as Swingline Bank and as administrative agent for itself, the Designated
Bidders and the Banks (in such capacity, the "Agent").
WHEREAS, the Company, the Banks party thereto and the Agent entered
into a Credit Agreement dated as of March 22, 2000 (as in effect as of the date
of this Agreement, the "Credit Agreement") providing for a multiyear revolving
credit facility; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
set forth herein, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References; Interpretation.
(a) Unless otherwise specifically defined herein, each term used herein
(including in the Recitals hereof) which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement.
(b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference contained in the Credit Agreement, and
each reference to "the Credit Agreement" and each other similar reference in the
other Loan Documents, shall from and after the Effective Date (as defined in
subsection 2) refer to the Credit Agreement as amended hereby.
(c) The rules of interpretation set forth in Section 1.02 of the Credit
Agreement shall be applicable to this Agreement.
2. Amendments to Credit Agreement. Subject to the terms and conditions hereof,
the Credit Agreement is amended as follows, effective as of the date of satis-
faction of the conditions set forth in Section 4 (the "Effective Date"):
(a) Amendments to Article I of the Credit Agreement. The term "364-Day
Credit Agreement" defined in the Credit Agreement shall mean the Amended and
Restated Credit Agreement dated as of the date hereof, among the Company, BofA
as agent, and the other financial institutions party thereto, providing for a
364 day revolving credit facility.
{PAGE}
(b) Amendment to Annex I of the Credit Agreement. Annex I of the Credit
Agreement is replaced in its entirety by Annex I (Amended) attached to this
Agreement.
(c) Amendment to Schedule 10.02 of the Credit Agreement. Schedule 10.02 of
the Credit Agreement is replaced in its entirety by Schedule 10.02 (Amended) of
this Agreement.
3. Representations and Warranties. The Company hereby represents and warrants
to the Agent and the Banks as follows:
(a) No Default or Event of Default has occurred and is continuing (or would
result from the amendment of the Credit Agreement contemplated hereby).
(b) The execution, delivery and performance by the Company of this
Agreement and the Credit Agreement (as amended by this Agreement) have been duly
authorized by all necessary corporate and other action and do not and will not
require any registration with, consent or approval of, or notice to or action
by, any Person (including any Governmental Authority) in order to be effective
and enforceable.
(c) This Agreement and the Credit Agreement (as amended by this Agreement)
constitute the legal, valid and binding obligations of the Company, enforceable
against it in accordance with their respective terms.
(d) All representations and warranties of the Company contained in the
Credit Agreement are true and correct (except to the extent such representations
and warranties expressly refer to an earlier date, in which case they shall be
true and correct as of such earlier date and except that this subsection (d)
shall be deemed instead to refer to (x) the last day of the most recent quarter
and year for which financial statements have then been delivered; (y) to the
most recent Form 10-K and Forms 10-Q filed subsequently thereto by the Company
with the SEC, in respect of the representations and warranties made in
Section 5.05 of the Credit Agreement; and (z) to the most recent Form 10-K filed
by the Company with the SEC, in respect of the representations and warranties
made in Section 5.10(a) of the Credit Agreement).
(e) There has occurred since February 3, 2000, no event or circumstance
that has resulted or could reasonably be expected to result in a Material
Adverse Effect.
(f) The Company is entering into this Agreement on the basis of its own
investigation and for its own reasons, without reliance upon the Agent and the
Banks or any other Person.
(g) The Company's obligations under the Credit Agreement and under the
other Loan Documents are not subject to any defense, counterclaim, set-off,
right of recoupment, abatement or other claim.
4. Conditions of Effectiveness.
(a) The effectiveness of Section 2 of this Agreement shall be subject to
the satisfaction of each of the following conditions precedent:
2
{PAGE}
(1) The Agent shall have received from the Company and each of the
Banks a duly executed original (or, if elected by the Agent, an executed
facsimile copy) of this Agreement.
(2) The Agent shall have received evidence of payment by the Company
of all fees, costs and expenses due and payable as of the Effective Date
hereunder and under the Credit Agreement, including any costs and expenses
payable under Section 5(g) of this Agreement (including the Agent's Attorney
Costs, to the extent invoiced on or prior to the Effective Date).
(3) The Agent shall have received from the Company a copy of the
resolutions passed by the board of directors of the Company, certified as of the
Effective Date by the Secretary or an Assistant Secretary of such Person,
authorizing the execution, delivery and performance of this Agreement and the
Credit Agreement (as amended by this Agreement).
330748
|
Albertson's
As referenced in this Amendment Agreement:
Albertson's, Inc – 10.28.1
[EXECUTION COPY]
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (this "Agreement") is entered into as of
March 15, 2001 by and among Albertson's, Inc ., a Delaware corporation (the
"Company"), the several financial institutions party to this Agreement
(individually, a "Bank" and, collectively, the "Banks"), and Bank
_____________
ALBERTSON'S, INC – Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
ALBERTSON'S, INC .
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as
Administrative Agent
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as
_____________
Albertson's, Inc – all
outstanding Loans.
Annex I (Amended) -1.
{PAGE}
SCHEDULE 10.02 (AMENDED)
PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING OFFICES
COMPANY
Address for Notices:
Albertson's, Inc .
250 Park Center Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF
_____________
Albertson's, Inc – 312) 828-6269
S-10.02 (Amended) -1.
{PAGE}
Agent's Payment Office:
Bank of America, N.A.
Attention: Agency Services #5596
Reference: Albertson's, Inc .
For credit to Acct. No. 3750836479
ABA No. 111000012
BANK OF AMERICA, N.A.
as a Bank
Domestic and Offshore Lending Office:
(
_____________
dt 684190
;
Stepan
As referenced in this Amendment Agreement:
Stepan
– USA
Domestic and Offshore Lending Office:
Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT 84101
Attention: Frank Stepan
Telephone: (801) 526-8316
Facsimile: (801) 521-6466
S-10.02 (Amended) -10.
{PAGE}
Notices (other than Borrowing Notices and Notices of
_____________
dt 702477
;
 BofA
As referenced in this Amendment Agreement:
Bank of America,
N.A. – s, Inc., a Delaware corporation (the
"Company"), the several financial institutions party to this Agreement
(individually, a "Bank" and, collectively, the "Banks"), and Bank of America,
N.A. , as Swingline Bank and as administrative agent for itself, the Designated
Bidders and the Banks (in such capacity, the "Agent").
WHEREAS, the
_____________
BANK OF AMERICA, N.A. – by their proper and duly authorized officers as
of the day and year first above written.
ALBERTSON'S, INC.
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A. , as
Administrative Agent
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as Swingline
Bank and as a Bank
By: _______________________________
Title:
_____________
BANK OF AMERICA, N.A. – year first above written.
ALBERTSON'S, INC.
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as
Administrative Agent
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A. , as Swingline
Bank and as a Bank
By: _______________________________
Title: ____________________________
BANK ONE, NA, as Documentation Agent
and as a Bank
By:
_____________
BANK OF AMERICA, N.A. – Albertson's, Inc.
250 Park Center Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA, N.A.
as Agent
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services
_____________
Bank of America, N.A. – Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA, N.A.
as Agent
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services
1850 Gateway Boulevard
Concord, California 94520
Attention: Jeff Khamsivone
Telephone: (925) 675-8432
Facsimile: (
_____________
dt 659846
;
|
BNY
As referenced in this Amendment Agreement:
BANK OF NEW YORK
– as Syndication
Agent and as a Bank
By: _______________________________
Title: ____________________________
{PAGE}
BANCA DI ROMA, SAN FRANCISCO BRANCH
By: _______________________________
Title: ____________________________
THE BANK OF NEW YORK
By: _______________________________
Title: ____________________________
BANK OF OKLAHOMA, N.A.
By: _______________________________
Title: ____________________________
FIRST UNION NATIONAL BANK
By: _______________________________
Title: ____________________________
THE
_____________
BANK OF NEW YORK
– 240 South Pineapple Avenue
Mail Code FL631
Sarasota, Florida 34236
Attention: James C. Wardlaw
Telephone: (941) 951-4686
Facsimile: (941) 951-4659
THE BANK OF NEW YORK
Domestic and Offshore Lending Office:
The Bank of New York
One Wall Street, 8th Floor
New York, New York 10286
Attention: Charlotte
_____________
Bank of New York
– Attention: James C. Wardlaw
Telephone: (941) 951-4686
Facsimile: (941) 951-4659
THE BANK OF NEW YORK
Domestic and Offshore Lending Office:
The Bank of New York
One Wall Street, 8th Floor
New York, New York 10286
Attention: Charlotte Sohn
Telephone: (212) 635-7869
Facsimile: (212) 635-1481/1483
_____________
Bank of New York
– 7869
Facsimile: (212) 635-1481/1483
S-10.02 (Amended) -7.
{PAGE}
Notices (other than Borrowing Notice and Notices of Conversion/Continuation):
The Bank of New York
One Wall Street, 8th Floor
New York, New York 10286
Attention: Charlotte Sohn
Telephone: (212) 635-7869
Facsimile: (212) 635-1481/1483
_____________
dt 701501
;
Bank One
As referenced in this Amendment Agreement:
BANK ONE, NA – as
Administrative Agent
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as Swingline
Bank and as a Bank
By: _______________________________
Title: ____________________________
BANK ONE, NA , as Documentation Agent
and as a Bank
By: _______________________________
Title: ____________________________
WACHOVIA BANK, N.A., as Syndication
Agent and as a Bank
_____________
BANK ONE, NA – A.
191 Peachtree Street NE
MC-GA 370
Atlanta, Georgia 30303
Attention: John A. Whitner
Telephone: (404) 332-6738
Facsimile: (404) 332-6898
BANK ONE, NA
as Documentation Agent and as a Bank
Domestic and Offshore Lending Office:
Bank One, NA
1 Bank One Plaza
IL1-0088, 14th
_____________
Bank One, NA – Telephone: (404) 332-6738
Facsimile: (404) 332-6898
BANK ONE, NA
as Documentation Agent and as a Bank
Domestic and Offshore Lending Office:
Bank One, NA
1 Bank One Plaza
IL1-0088, 14th Floor
Chicago, Illinois 60670
Attention: Mike Parisi
Telephone: (312) 732-8588
Facsimile: (312) 732-2715
_____________
Bank One, NA – Illinois 60670
Attention: Mike Parisi
Telephone: (312) 732-8588
Facsimile: (312) 732-2715
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Bank One, NA
1 Bank One Plaza
IL1-0086, 14th Floor
Chicago, Illinois 60670
Attention: Paul E. Rigby
Telephone: (312) 732-6132
Facsimile: (312) 336-
_____________
dt 703025
;
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Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1919732: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1919732
|
Albertson's
As referenced in this Annual Report to Shareholders:
Albertson's, Inc – 105,271
1,359 Starbucks Corporation (b) 37,141
431 Wendy's International, Inc. 12,667
1,027 Yum! Brands, Inc. (b) 30,738
------------
185,817
------------
Retail (.7%)
1,330 Albertson's, Inc . 25,084
2,736 Kroger Company (b) 46,375
1,561 Safeway, Inc. (b) 33,327
485 Supervalu, Inc. 11,422
3,681 Walgreen Company 110,136
510 Winn-
_____________
dt 1476289
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469448
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440248
;
|
AFLAC
As referenced in this Annual Report to Shareholders:
Aflac, Inc – Financial Corporation (b) 10,113
1,740 SLM Corporation 72,140
------------
1,096,736
------------
Insurance (5.0%)
920 ACE, Ltd. (c) 30,351
590 Aetna, Inc. 36,356
1,847 Aflac, Inc . 59,252
396 AMBAC Financial Group, Inc. 26,085
9,559 American International Group 613,687
1,132 AON Corporation 27,225
712 Chubb Corporation 46,138
543 Cigna
_____________
dt 1439498
;
Agrium
As referenced in this Annual Report to Shareholders:
Agrium, – C} {C}
Argosy Gaming Company 50,200 $ 1,164,640 1.9%
Technitrol, Inc. 61,400 1,152,478 1.8%
Wabtec Corporation 76,900 1,135,044 1.8%
Agrium, Inc. 96,500 1,080,800 1.7%
The Reader's Digest Association, Inc. 74,500 967,010 1.5%
Veeco Instruments, Inc. 49,800 938,232 1.5%
_____________
Agrium, – TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
COMMON STOCK (97.0%)
BASIC MATERIALS (11.0%)
Agriculture Products (.4%)
8,800 Bunge, Ltd. $ 263,560
---------------
Chemicals (4.2%)
96,500 Agrium, Inc. (c) 1,080,800
9,600 Ferro Corporation 208,896
29,200 IMC Global, Inc. 213,452
23,000 Methanex Corporation (c) 212,980
9,100 Minerals Technologies,
_____________
dt 1541358
;
More... |
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Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1922157: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1922157
|
Albertson's
As referenced in this Annual Report to Shareholders:
Albertson's, Inc – 105,271
1,359 Starbucks Corporation (b) 37,141
431 Wendy's International, Inc. 12,667
1,027 Yum! Brands, Inc. (b) 30,738
------------
185,817
------------
Retail (.7%)
1,330 Albertson's, Inc . 25,084
2,736 Kroger Company (b) 46,375
1,561 Safeway, Inc. (b) 33,327
485 Supervalu, Inc. 11,422
3,681 Walgreen Company 110,136
510 Winn-
_____________
dt 1476290
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469449
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440249
;
|
AFLAC
As referenced in this Annual Report to Shareholders:
Aflac, Inc – Financial Corporation (b) 10,113
1,740 SLM Corporation 72,140
------------
1,096,736
------------
Insurance (5.0%)
920 ACE, Ltd. (c) 30,351
590 Aetna, Inc. 36,356
1,847 Aflac, Inc . 59,252
396 AMBAC Financial Group, Inc. 26,085
9,559 American International Group 613,687
1,132 AON Corporation 27,225
712 Chubb Corporation 46,138
543 Cigna
_____________
dt 1439500
;
Agrium
As referenced in this Annual Report to Shareholders:
Agrium, – C} {C}
Argosy Gaming Company 50,200 $ 1,164,640 1.9%
Technitrol, Inc. 61,400 1,152,478 1.8%
Wabtec Corporation 76,900 1,135,044 1.8%
Agrium, Inc. 96,500 1,080,800 1.7%
The Reader's Digest Association, Inc. 74,500 967,010 1.5%
Veeco Instruments, Inc. 49,800 938,232 1.5%
_____________
Agrium, – TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
COMMON STOCK (97.0%)
BASIC MATERIALS (11.0%)
Agriculture Products (.4%)
8,800 Bunge, Ltd. $ 263,560
---------------
Chemicals (4.2%)
96,500 Agrium, Inc. (c) 1,080,800
9,600 Ferro Corporation 208,896
29,200 IMC Global, Inc. 213,452
23,000 Methanex Corporation (c) 212,980
9,100 Minerals Technologies,
_____________
dt 1541360
;
More... |
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Full Doc
| 2004 |
Assignment of Contract
Assignment of Contract (17K)
Doc #197203: Click preview link for longer preview.
ASSIGNMENT OF CONTRACT
This ASSIGNMENT OF CONTRACT (the "ASSIGNMENT") is made and entered
into this _______ day of February, 2004 by INLAND REAL ESTATE ACQUISITIONS,
INC., an Illinois corporation ("ASSIGNOR") and INLAND WESTERN IRVING LIMITED
PARTNERSHIP, an Illinois limited partnership ("ASSIGNEE").
Assignor does hereby sell, assign, transfer, set over and convey unto
Assignee all of its right, title and interest as under that certain letter
agreement dated as of November 25, 2003, as amended, and entered into by
MacArthur Crossing Shopping Center Partners, L.P., as Seller, and Assignor, as
(collectively, the "AGREEMENT"), solely as the Agreement applies to the sale and
purchase of the property described by the Agreement, located at Los Colinas
Boulevard and North MacArthur Boulevard, Irving, Dallas County, Texas, and being
legally described in EXHIBIT A, attached hereto and made a part hereof.
197203
|
Albertson's
As referenced in this Assignment of Contract:
Albertson's, Inc – created in Master Declaration of Restrictions, Grant
of Easements and Operating Agreement executed by and between MacArthur Crossing
Land Partners L.P. and Albertson's, Inc . dated January 30, 1995, filed for
record February 1, 1995 and recorded in Volume 95021, Page 3671, Deed Records,
Dallas County, Texas
_____________
dt 130595
;
Inland Western
As referenced in this Assignment of Contract:
Inland Western Retail Real Estate Trust, – INLAND WESTERN IRVING LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Inland Western Irving GP, L.L.C., a Delaware
limited liability company
By: Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation, its sole
member
By: /s/ Lou Quilici
---------------------------------
Name: Lou Quilici
---------------------------------
Title: AUTHORIZE AGENT
---------------------------------
EXHIBITS
EXHIBIT A: LEGAL DESCRIPTION
_____________
dt 220446
;
Inland Real Estate Acquisitions, Inc.;
| Inland Western Irving Limited Partnership;
MacArthur Crossing Shopping Center Partners, L.P.
|
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Full Doc
| 2004 |
Bylaws
Bylaws (86K)
Doc #330661: Click preview link for longer preview.
BY-LAWS
Amended March 15, 2001 and December 5, 2003
TABLE OF CONTENTS
Page
ARTICLE I
Section 1.1 Registered Office.......................................... 1
Section 1.2 Other Offices.............................................. 1
ARTICLE II
MEETINGS OF THE . . .
330661
|
Albertson's
As referenced in this Bylaws:
}ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-3.(I)
{SEQUENCE}3
{FILENAME}ex3-2.txt
{DESCRIPTION}ALBERTSON'S, INC . BY-LAWS
{TEXT}
Exhibit 3.2
ALBERTSON'S, INC.
BY-LAWS
Amended March 15, 2001 and December 5, 2003
{PAGE}
TABLE OF
_____________
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-3.(I)
{SEQUENCE}3
{FILENAME}ex3-2.txt
{DESCRIPTION}ALBERTSON'S, INC. BY-LAWS
{TEXT}
Exhibit 3.2
ALBERTSON'S, INC .
BY-LAWS
Amended March 15, 2001 and December 5, 2003
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
Section 1.1 Registered Office..........................................
_____________
ALBERTSON'S, INC – Control Share
Acquisition Law.............................................19
Section 7.7 Entire Board of Directors...................................19
ARTICLE VIII
AMENDMENTS
Section 8.1 Amendments..................................................19
iii
{PAGE}
ALBERTSON'S, INC .
BY-LAWS
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of Albertson's, Inc.
------------------ (the "Corporation") shall be in
_____________
Albertson's, Inc – 8.1 Amendments..................................................19
iii
{PAGE}
ALBERTSON'S, INC.
BY-LAWS
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of Albertson's, Inc .
------------------ (the "Corporation") shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 1.2 Other Offices.
-------------- The
_____________
dt 684103
| |
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| 2001 |
By-Laws
By-Laws (81K)
Doc #330736: Click preview link for longer preview.
ALBERTSON'S, INC.
BY-LAWS
Amended March 15, 2001
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
Section 1.1 Registered Office.......................................... 1
Section 1.2 Other Offices.............................................. 1
ARTICLE II
MEETINGS OF THE STOCKHOLDERS
Section 2.1 Place of Meetings.......................................... 1
Section 2.2 Annual Meetings............................................ 1
Section 2.3 Notice of Annual Meeting................................... 1
Section 2.4 List of Stockholders Entitled to Vote...................... 1
Section 2.5 Special Meetings........................................... 2
Section 2.6 Notice of Special Meeting.................................. 2
Section 2.7 Quorum..................................................... 2
Section 2.8 Voting..................................................... 2
Section 2.9 Proxies.................................................... 3
Section 2.10 Nature of Business at Meetings of Stockholders............. 3
A Limitation........................................ 3
B. Notice Requirement................................ 3
C. Timeliness of Notice.............................. 4
D. Form of Notice.................................... 4
E. Business Brought Improperly....................... 4
Section 2.11 Stock Ledger............................................... 4
Section 2.12 Record Date in General..................................... 4
Section 2.13 Record Date for Stockholder Action by Written Consent...... 5
Section 2.14 Inspectors of Election..................................... 5
ARTICLE III
DIRECTORS
Section 3.1 Number and Election of Directors........................... 6
Section 3.2 Nomination of Directors.................................... 6
A. Limitation........................................ 6
B. Notice Requirement................................ 6
C. Timeliness of Notice.............................. 7
D. Form of Notice.................................... 7
E. Defective Nomination.............................. 7
Section 3.3 Vacancies.................................................. 7
Section 3.4 Resignations and Removals of Directors..................... 8
Section 3.5 Duties and Powers.......................................... 8
Section 3.6 Indemnification............................................ 8
i
{PAGE}
A. Power to Indemnify in Actions, Suits or
Proceedings Other than those by or in the
Right of the Corporation.......................... 8
B. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the
Corporation....................................... 9
C. Authorization of Indemnification.................. 9
D. Good Faith Defined................................ 9
E. Indemnification by a Court........................ 10
F. Expenses Payable in Advance....................... 10
G. Nonexclusivity of Indemnification and Advancement
of Expenses....................................... 10
H. Insurance......................................... 10
I. Certain Definitions............................... 11
J. Survival of Indemnification and Advancement of
Expenses.......................................... 11
K. Limitation on Indemnification..................... 11
L. Indemnification of Employees and Agents........... 11
Section 3.7 Retirement Age............................................. 12
Section 3.8 Meetings................................................... 12
Section 3.9 Quorum..................................................... 12
Section 3.10 Actions of Board........................................... 12
Section 3.11 Meetings by Means of Conference Telephone.................. 12
Section 3.12 Committees................................................. 12
Section 3.13 Compensation............................................... 13
Section 3.14 Interested Directors....................................... 13
ARTICLE IV
NOTICES
Section 4.1 Notices.................................................... 13
Section 4.2 Waiver of Notice........................................... 14
ARTICLE V
OFFICERS
Section 5.1 Officers Chosen by the Board............................... 14
Section 5.2 Officers Chosen by the Chief Executive Officer............. 14
Section 5.3 Qualification.............................................. 14
Section 5.4 Voting Securities Owned by the Corporation................. 15
Section 5.5 Chairman of the Board...................................... 15
Section 5.6 Chief Operating Officer.................................... 15
Section 5.7 Vice Chairman of the Corporation........................... 15
Section 5.8 President.................................................. 15
Section 5.9 Chief Executive Officer.................................... 15
Section 5.10 Vice Presidents............................................ 16
Section 5.11 Secretary.................................................. 16
Section 5.12 Assistant Secretaries...................................... 16
Section 5.13 Treasurer.................................................. 16
Section 5.14 Assistant Treasurers....................................... 17
ii
{PAGE}
ARTICLE VI
STOCK
Section 6.1 Form of Certificates....................................... 17
Section 6.2 Signatures................................................. 17
Section 6.3 Lost, Destroyed, Stolen or Mutilated Certificates.......... 17
Section 6.4 Transfers.................................................. 18
Section 6.5 Transfer and Registry Agents............................... 18
Section 6.6 Registered Stockholders.................................... 18
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Dividends.................................................. 18
Section 7.2 Disbursements.............................................. 18
Section 7.3 Fiscal Year................................................ 18
Section 7.4 Corporate Seal............................................. 19
Section 7.5 Election Not to Be Subject to Idaho Business Combination
Law........................................................ 19
Section 7.6 Election Not to Be Subject to Idaho Control Share
Acquisition Law............................................ 19
330736
|
Albertson's
As referenced in this By-Laws:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-3.(II)
{SEQUENCE}2
{FILENAME}abs10k2000exhibit3-2.txt
{DESCRIPTION}BY-LAWS DATED MARCH 15 2001
{TEXT}
Exhibit 3.2
ALBERTSON'S, INC .
BY-LAWS
Amended March 15, 2001
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
Section 1.1 Registered Office.......................................... 1
Section 1.2
_____________
ALBERTSON'S, INC – Control Share
Acquisition Law............................................ 19
Section 7.7 Entire Board of Directors.................................. 19
ARTICLE VIII
AMENDMENTS
Section 8.1 Amendments................................................. 19
iii
{PAGE}
ALBERTSON'S, INC .
BY-LAWS
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of Albertson's, Inc.
(the "Corporation") shall be in
_____________
Albertson's, Inc – 8.1 Amendments................................................. 19
iii
{PAGE}
ALBERTSON'S, INC.
BY-LAWS
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of Albertson's, Inc .
(the "Corporation") shall be in the City of Wilmington, County of New Castle,
State of Delaware.
Section 1.2 Other Offices. The
_____________
dt 684178
| |
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| 2006 |
Bylaws
Bylaws (37K)
Doc #2531837: Click preview link for longer preview.
BY-LAWS
OF
NEW ALBERTSON�S, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE � The registered office of New Albertson�s Inc. (the �Corporation�) shall be established and maintained at the office of The Corporation Trust Company at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and said Corporation Trust Company shall be the registered agent of the Corporation in charge thereof.
SECTION 2. OTHER OFFICES � The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may . . .
2531837
|
Albertson's
As referenced in this Bylaws:
Albertson's, Inc – By-Laws of New Albertson's, Inc .
EX-3.2 3 dex32.htm BY-LAWS OF NEW ALBERTSON'S, INC.
Exhibit 3.2
BY-LAWS
OF
NEW ALBERTSONS, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE
_____________
ALBERTSON'S, INC – By-Laws of New Albertson's, Inc.
EX-3.2 3 dex32.htm BY-LAWS OF NEW ALBERTSON'S, INC .
Exhibit 3.2
BY-LAWS
OF
NEW ALBERTSONS, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE The registered office of New Albertsons Inc. (the Corporation) shall be established and
_____________
dt 1615849
;
| |
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Full Doc
| 2002 |
Change of Control Severance Agreement
Change of Control Severance Agreement (62K)
Doc #330704: Click preview link for longer preview.
ALBERTSON'S, INC.
CHANGE OF CONTROL SEVERANCE AGREEMENT
FOR CHIEF OPERATING OFFICER AND EXECUTIVE VICE PRESIDENTS
THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of
November 1, 2002, is made and entered by and between Albertsons, Inc., a
Delaware corporation (the "Company"), and _________________ (the "Executive").
WITNESSETH:
WHEREAS, the Executive is a key employee of the Company or one or more of
its . . .
330704
|
Albertson's
As referenced in this Change of Control Severance Agreement:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}4
{FILENAME}abs10q32002exhibit10-43.txt
{DESCRIPTION}CHANGE OF CONTROL SEVERANCE FOR COO & EVP
{TEXT}
Exhibit 10.43
ALBERTSON'S, INC .
CHANGE OF CONTROL SEVERANCE AGREEMENT
FOR CHIEF OPERATING OFFICER AND EXECUTIVE VICE PRESIDENTS
THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated
_____________
dt 684140
| |
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Full Doc
| 2002 |
Change of Control Severance Agreement
Change of Control Severance Agreement (46K)
Doc #330705: Click preview link for longer preview.
ALBERTSON'S, INC.
CHANGE OF CONTROL SEVERANCE AGREEMENT
FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS
THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as
of November 1, 2002, is made and entered by and between Albertsons, Inc., a
Delaware corporation (the "Company"), and _________________ (the "Executive").
WITNESSETH:
WHEREAS, the Executive is a key employee of the Company or one or more
of its Subsidiaries . . .
330705
|
Albertson's
As referenced in this Change of Control Severance Agreement:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}5
{FILENAME}abs10q32002exhibit10-44.txt
{DESCRIPTION}CHANGE OF CONTROL SEVERANCE FOR SVP & GVP
{TEXT}
Exhibit 10.44
ALBERTSON'S, INC .
CHANGE OF CONTROL SEVERANCE AGREEMENT
FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS
THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated
_____________
dt 684141
| |
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Full Doc
| 2002 |
Change of Control Severance Agreement
Change of Control Severance Agreement (45K)
Doc #330706: Click preview link for longer preview.
ALBERTSON'S, INC.
CHANGE OF CONTROL SEVERANCE AGREEMENT
FOR VICE PRESIDENTS
THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of
November 1, 2002, is made and entered by and between Albertsons, Inc., a
Delaware corporation (the "Company"), and _________________ (the "Executive").
WITNESSETH:
WHEREAS, the Executive is a key employee of the Company or one or more of
its Subsidiaries (as defined below) . . .
330706
|
Albertson's
As referenced in this Change of Control Severance Agreement:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}6
{FILENAME}abs10q32002exhibit10-45.txt
{DESCRIPTION}CHANGE OF CONTROL SEVERANCE FOR VP
{TEXT}
Exhibit 10.45
ALBERTSON'S, INC .
CHANGE OF CONTROL SEVERANCE AGREEMENT
FOR VICE PRESIDENTS
THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of
November 1, 2002,
_____________
dt 684142
| |
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| 2006 |
Change of Control Severance Agreement
Change of Control Severance Agreement (16K)
Doc #1741208: Click preview link for longer preview.
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR EXECUTIVE VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "Agreement"); and
WHEREAS, the . . .
1741208
|
Albertson's
As referenced in this Change of Control Severance Agreement:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-10.43.1
{SEQUENCE}12
{FILENAME}v21009exv10w43w1.txt
{DESCRIPTION}EXHIBIT 10.43.1
{TEXT}
{PAGE}
Exhibit 10.43.1
ALBERTSON'S, INC .
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR EXECUTIVE VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "
_____________
Albertson's, Inc – 43.1
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR EXECUTIVE VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc . (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "
_____________
Albertson's, Inc – is hereby inserted after the
definition of "Incumbent Directors" in Section 1 of the Agreement as a new
Sub-section (jj) as follows:
"(jj) "Long-Term Incentive Plan" means the Albertson's, Inc . 2004 Long-Term
Incentive Plan and any other multi-year or multi-performance period cash bonus
or cash incentive plan that provides incentive compensation payable in cash in
regard
_____________
ALBERTSON'S, INC – and in full
force and effect.
5
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
ALBERTSON'S, INC .
By:
------------------------------------
[Name and Title]
----------------------------------------
[Executive]
6
{/TEXT}
{/DOCUMENT}
_____________
dt 1615845
| |
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| 2006 |
Change of Control Severance Agreement
Change of Control Severance Agreement (15K)
Doc #1741209: Click preview link for longer preview.
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "Agreement"); and
. . .
1741209
|
Albertson's
As referenced in this Change of Control Severance Agreement:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-10.44.1
{SEQUENCE}13
{FILENAME}v21009exv10w44w1.txt
{DESCRIPTION}EXHIBIT 10.44.1
{TEXT}
{PAGE}
Exhibit 10.44.01
ALBERTSON'S, INC .
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between
_____________
Albertson's, Inc – INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc . (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "
_____________
Albertson's, Inc – is hereby inserted after the
definition of "Incumbent Directors" in Section 1 of the Agreement as a new
Sub-section (ii) as follows:
"(ii) "Long-Term Incentive Plan" means the Albertson's, Inc . 2004 Long-Term
Incentive Plan and any other multi-year or multi-performance period cash bonus
or cash incentive plan that provides incentive compensation payable in cash in
regard
_____________
ALBERTSON'S, INC – and in full
force and effect.
5
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
ALBERTSON'S, INC .
By:
------------------------------------
[Name and Title]
----------------------------------------
[Executive]
6
{/TEXT}
{/DOCUMENT}
_____________
dt 1615846
| |
Preview
Full Doc
| 2006 |
Change of Control Severance Agreement
Change of Control Severance Agreement (15K)
Doc #1741210: Click preview link for longer preview.
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "Agreement"); and
WHEREAS, the Company . . .
1741210
|
Albertson's
As referenced in this Change of Control Severance Agreement:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-10.45.1
{SEQUENCE}14
{FILENAME}v21009exv10w45w1.txt
{DESCRIPTION}EXHIBIT 10.45.1
{TEXT}
{PAGE}
Exhibit 10.45.1
ALBERTSON'S, INC .
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company")
_____________
Albertson's, Inc – 10.45.1
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc . (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "
_____________
Albertson's, Inc – is hereby inserted after the
definition of "Incumbent Directors" in Section 1 of the Agreement as a new
Sub-section (ii) as follows:
"(ii) "Long-Term Incentive Plan" means the Albertson's, Inc . 2004 Long-Term
Incentive Plan and any other multi-year or multi-performance period cash bonus
or cash incentive plan that provides incentive compensation payable in cash in
regard
_____________
ALBERTSON'S, INC – and in full
force and effect.
5
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
ALBERTSON'S, INC .
By:
------------------------------------
[Name and Title]
----------------------------------------
[Executive]
6
{/TEXT}
{/DOCUMENT}
_____________
dt 1615847
| |
Preview
Full Doc
| 2006 |
Change of Control Severance Agreement
Change of Control Severance Agreement (16K)
Doc #2531848: Click preview link for longer preview.
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR EXECUTIVE VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "Agreement"); and
WHEREAS, the . . .
2531848
|
Albertson's
As referenced in this Change of Control Severance Agreement:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-10.43.1
{SEQUENCE}12
{FILENAME}v21009exv10w43w1.txt
{DESCRIPTION}EXHIBIT 10.43.1
{TEXT}
{PAGE}
Exhibit 10.43.1
ALBERTSON'S, INC .
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR EXECUTIVE VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "
_____________
Albertson's, Inc – 43.1
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR EXECUTIVE VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc . (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "
_____________
Albertson's, Inc – is hereby inserted after the
definition of "Incumbent Directors" in Section 1 of the Agreement as a new
Sub-section (jj) as follows:
"(jj) "Long-Term Incentive Plan" means the Albertson's, Inc . 2004 Long-Term
Incentive Plan and any other multi-year or multi-performance period cash bonus
or cash incentive plan that provides incentive compensation payable in cash in
regard
_____________
ALBERTSON'S, INC – and in full
force and effect.
5
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
ALBERTSON'S, INC .
By:
------------------------------------
[Name and Title]
----------------------------------------
[Executive]
6
{/TEXT}
{/DOCUMENT}
_____________
dt 1615851
;
| |
Preview
Full Doc
| 2006 |
Change of Control Severance Agreement
Change of Control Severance Agreement (15K)
Doc #2531849: Click preview link for longer preview.
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "Agreement"); and
. . .
2531849
|
Albertson's
As referenced in this Change of Control Severance Agreement:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-10.44.1
{SEQUENCE}13
{FILENAME}v21009exv10w44w1.txt
{DESCRIPTION}EXHIBIT 10.44.1
{TEXT}
{PAGE}
Exhibit 10.44.01
ALBERTSON'S, INC .
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between
_____________
Albertson's, Inc – INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR SENIOR VICE PRESIDENTS AND GROUP VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc . (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "
_____________
Albertson's, Inc – is hereby inserted after the
definition of "Incumbent Directors" in Section 1 of the Agreement as a new
Sub-section (ii) as follows:
"(ii) "Long-Term Incentive Plan" means the Albertson's, Inc . 2004 Long-Term
Incentive Plan and any other multi-year or multi-performance period cash bonus
or cash incentive plan that provides incentive compensation payable in cash in
regard
_____________
ALBERTSON'S, INC – and in full
force and effect.
5
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
ALBERTSON'S, INC .
By:
------------------------------------
[Name and Title]
----------------------------------------
[Executive]
6
{/TEXT}
{/DOCUMENT}
_____________
dt 1615852
;
| |
Preview
Full Doc
| 2006 |
Change of Control Severance Agreement
Change of Control Severance Agreement (15K)
Doc #2531850: Click preview link for longer preview.
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "Agreement"); and
WHEREAS, the Company . . .
2531850
|
Albertson's
As referenced in this Change of Control Severance Agreement:
ALBERTSON'S, INC – {DOCUMENT}
{TYPE}EX-10.45.1
{SEQUENCE}14
{FILENAME}v21009exv10w45w1.txt
{DESCRIPTION}EXHIBIT 10.45.1
{TEXT}
{PAGE}
Exhibit 10.45.1
ALBERTSON'S, INC .
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc. (the "Company")
_____________
Albertson's, Inc – 10.45.1
ALBERTSON'S, INC.
AMENDMENT NO. 1 TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
(FOR VICE PRESIDENTS)
THIS AMENDMENT to the Change of Control Severance Agreement by and
between Albertson's, Inc . (the "Company") and _____________________ (the
"Executive") is entered into as of ____________________.
WHEREAS, the Company and the Executive have previously entered into a
Change of Control Severance Agreement (the "
_____________
Albertson's, Inc – is hereby inserted after the
definition of "Incumbent Directors" in Section 1 of the Agreement as a new
Sub-section (ii) as follows:
"(ii) "Long-Term Incentive Plan" means the Albertson's, Inc . 2004 Long-Term
Incentive Plan and any other multi-year or multi-performance period cash bonus
or cash incentive plan that provides incentive compensation payable in cash in
regard
_____________
ALBERTSON'S, INC – and in full
force and effect.
5
{PAGE}
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
ALBERTSON'S, INC .
By:
------------------------------------
[Name and Title]
----------------------------------------
[Executive]
6
{/TEXT}
{/DOCUMENT}
_____________
dt 1615853
;
| |
Preview
Full Doc
| 2001 |
Consulting Agreement
Consulting Agreement (13K)
Doc #330740: Click preview link for longer preview.
CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement"), dated as of March 15, 2001,
between Albertson's, Inc., a Delaware corporation (the "Company"), and
____________________ (the "Advisor").
Advisor has determined to tender his resignation to the Board of
Directors of the Company (the "Board") effective upon the adjournment of the
Company's 2001 Annual Meeting (the "Resignation Date"). Notwithstanding such
resignation, the Board desires that the Company and its . . .
330740
|
Albertson's
As referenced in this Consulting Agreement:
Albertson's, Inc – abs10k2000exhibit10-8.txt
{DESCRIPTION}CONSULTING AGREEMENT
{TEXT}
Exhibit 10.8
CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement"), dated as of March 15, 2001,
between Albertson's, Inc ., a Delaware corporation (the "Company"), and
____________________ (the "Advisor").
Advisor has determined to tender his resignation to the Board of
Directors of
_____________
Albertson's, Inc – sent by registered or certified mail to the following addresses or
twenty-four (24) hours if sent via facsimile:
If to the Company: Albertson's, Inc .
250 Parkcenter Blvd.
Boise, ID 83706
Attn: Corporate Secretary
If to Advisor, the address set forth on the signature page to this
_____________
ALBERTSON'S, INC – the interpretation of this Agreement.
5
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ALBERTSON'S, INC .
By:_______________________________
Thomas R. Saldin
Executive Vice President and
General Counsel
Advisor
-------------------------------
6
{/TEXT}
{/DOCUMENT}
_____________
dt 684182
| |
Preview
Full Doc
| 2000 |
Credit Agreement [Amended and Restated No. 2]
Credit Agreement [Amended and Restated No. 2] (441K)
Doc #261513: Click preview link for longer preview.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated
as of July 21, 2000 by and among REGENCY CENTERS, L.P., a Delaware limited
partnership ("RCLP"), REGENCY REALTY GROUP, INC., a Florida corporation ("RRG"),
each Development Joint Venture (as defined below) which becomes a party hereto
pursuant to the execution and delivery of a Joinder Agreement substantially in
the form of Exhibit S (RCLP, RRG and each such Development Joint Venture a
"Borrower" and collectively, the "Borrowers"), REGENCY REALTY CORPORATION, a
Florida corporation (the "Parent"), each of the financial institutions initially
a signatory hereto together with their assignees under Section 12.8. (the
"Lenders"), FIRST UNION NATIONAL BANK, as Syndication Agent (the "Syndication
Agent"), WACHOVIA BANK, N.A., as Documentation Agent (the "Documentation
Agent"), each of COMMERZBANK AG, NEW YORK BRANCH and pnc bank, national
Association, as a Managing Agent (each a "Managing Agent"), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as contractual representative of the Lenders to the
extent and in the manner provided in Article XI. below (in such capacity, the
"Agent").
WHEREAS, certain of the Lenders and other financial institutions have made
available to RCLP a $635,000,000 revolving credit facility on the terms and
conditions contained in that certain Amended and Restated Credit Agreement dated
as of February 26, 1999 (as amended and in effect immediately prior to the date
hereof, the "Existing Regency Credit Agreement") by and among RCLP, the Parent,
such Lenders, such other financial institutions, First Union National Bank, as
Syndication Agent, Wachovia Bank, N.A., as Documentation Agent, each of
Commerzbank Aktiengesellschaft, New York Branch and pnc Bank, National
Association, as a Managing Agent, and Wells Fargo Bank, National Association, as
Agent;
WHEREAS, RCLP, the Lenders and the Agent desire to amend and restate the
terms of the Existing Regency Credit Agreement in order to make available to
Borrowers a $625,000,000 revolving credit facility, including a $40,000,000
swingline subfacility and a $10,000,000 letter of credit subfacility, all
pursuant to the terms hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto agree that the Existing Regency Credit Agreement is amended and restated
in its entirety as follows:
ARTICLE I. DEFINITIONS
SECTION 1.1. Definitions.
-----------
The following terms, as used herein, have the following meanings:
"Absolute Rate" has the meaning given that term in Section 2.2.(c)(ii)(C).
"Absolute Rate Auction" means a solicitation of Bid Rate Quotes setting
forth Absolute Rates pursuant to Section 2.2.
"Absolute Rate Loan" means a Bid Rate Loan the interest rate on which is
determined on the basis of an Absolute Rate pursuant to an Absolute Rate
Auction.
"Accession Agreement" means an Accession Agreement substantially in the
form of Annex I to the Guaranty.
"Acquisition" means any transaction, or any series of related
transactions, by which a Person directly or indirectly acquires any assets of
another Person, whether through purchase of assets, merger or otherwise.
"Additional Costs" has the meaning given that term in Section 5.1.
"Adjusted Base Rents" means the total rentals from a given Property which
are denominated as base rent or minimum rent under the applicable leases which
shall in any event exclude all percentage rent and reimbursements for operating
expenses, taxes or insurance, and shall be based on actual rents presently being
paid without any rent leveling adjustments.
"Affiliate" means any Person (other than the Agent or any Lender): (a)
directly or indirectly controlling, controlled by, or under common control with,
a Borrower; (b) directly or indirectly owning or holding ten percent (10%) or
more of any equity interest in a Borrower; or (c) ten percent (10%) or more of
whose voting stock or other equity interest is directly or indirectly owned or
held by a Borrower. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with") means the possession directly or indirectly of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities or by contract or otherwise.
"Agreement Date" means the date as of which this Agreement is dated.
"Applicable Facility Fee" means the percentage set forth in the table
below corresponding to the Level at which the "Applicable Margin" is determined
in accordance with the definition thereof:
----------------------------------
Level Facility Fee
----------------------------------
1 0.10%
----------------------------------
----------------------------------
2 0.15%
----------------------------------
----------------------------------
3 0.20%
----------------------------------
----------------------------------
4 0.30%
----------------------------------
----------------------------------
5 0.40%
----------------------------------
As of the Agreement Date, the Applicable Facility Fee equals 0.20%.
"Applicable Law" means all applicable provisions of local, state, federal
and foreign constitutions, statutes, rules, regulations, ordinances, decrees,
permits, concessions and orders of all governmental bodies and all orders and
decrees of all courts, tribunals and arbitrators.
"Applicable Margin" shall mean, as of any date of determination, the
respective percentage rates set forth below corresponding to the Credit Ratings
of RCLP and the Parent as assigned by the applicable Rating Agencies:
-------------------------------------------------------------------
Level Credit Rating Applicable Applicable
(S&P/Moody's or equivalent) Margin for Margin for
LIBOR Loans Base Rate
Loans
-------------------------------------------------------------------
1 A-/A3 or equivalent or 0.85% 0.00%
higher
-------------------------------------------------------------------
-------------------------------------------------------------------
2 BBB+/Baa1 or equivalent 0.90% 0.00%
-------------------------------------------------------------------
-------------------------------------------------------------------
3 BBB/Baa2 or equivalent 1.00% 0.00%
-------------------------------------------------------------------
-------------------------------------------------------------------
4 BBB-/Baa3 or equivalent 1.15% 0.00%
-------------------------------------------------------------------
-------------------------------------------------------------------
5 Less than BBB-/Baa3 or 1.35% 0.00%
equivalent
-------------------------------------------------------------------
The Agent shall determine the Applicable Margin from time to time in
accordance with the above table and the provisions of this definition and notify
the Borrowers and the Lenders of such determination. If the Rating Agencies
assign Credit Ratings which correspond to different Levels in the above table
resulting in different Applicable Margin determinations, the Applicable Margin
will be determined based on the Level corresponding to the lower of the two
Credit Ratings. During any period that RCLP or the Parent receives more than two
Credit Ratings and such Credit Ratings are not equivalent, the Applicable Margin
shall equal the average of the Applicable Margins as determined in accordance
with the two lowest of such Credit Ratings; provided that one of such Credit
Ratings has been issued by either S&P or Moody's and such Credit Rating is an
Investment Grade Rating. Each change in the Applicable Margin resulting from a
change in a Credit Rating of RCLP or the Parent shall take effect on the first
calendar day of the month following the month in which such Credit Rating is
publicly announced by the relevant Rating Agency. As of the Agreement Date, the
Applicable Margin for LIBOR Loans equals 1.00% and for Base Rate Loans equals
0.0%.
"Approved Grocery Store" means any of the grocery store chains identified
on Schedule 1.1.(a).
"Asset Value" means
(a) with respect to any Consolidated Subsidiary at a given time, the sum
261513
|
Albertson's
As referenced in this Credit Agreement [Amended and Restated No. 2]:
Albertson's
Inc – s
Pak N Save
Pavilion's
Randall's
Safeway
Simon David
Tom Thumb
Vons
3. Grocery Stores wholly owned directly or indirectly by Albertson's
Inc . and operating under the following names:
Acme
Albertson's
American Drug Stores
Buttrey
Jewel
Lucky's
Max's Warehouse
Monte Mart
{/TEXT}
{/
_____________
dt 142599
;
Commerzbank NY
As referenced in this Credit Agreement [Amended and Restated No. 2]:
COMMERZBANK AG, NEW YORK BRANCH – Lenders"), FIRST UNION NATIONAL BANK, as Syndication Agent (the "Syndication
Agent"), WACHOVIA BANK, N.A., as Documentation Agent (the "Documentation
Agent"), each of COMMERZBANK AG, NEW YORK BRANCH and pnc bank, national
Association, as a Managing Agent (each a "Managing Agent"), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as contractual representative
_____________
COMMERZBANK AG, NEW YORK BRANCH – 000,000
{PAGE}
[Signature Page to Second Amended and Restated Credit Agreement dated as
of
July 21, 2000 with Regency Centers, L.P.]
COMMERZBANK AG, NEW YORK BRANCH
By:
Name:
Title:
By:
Name:
Title:
Lending Office (all Types of Loans):
Commerzbank AG, New York Branch
2 World Financial Center
New
_____________
Commerzbank AG, New York Branch – 2000 with Regency Centers, L.P.]
COMMERZBANK AG, NEW YORK BRANCH
By:
Name:
Title:
By:
Name:
Title:
Lending Office (all Types of Loans):
Commerzbank AG, New York Branch
2 World Financial Center
New York, New York 10281
Attention: David Schwarz/ Christine Finkel
Telecopier: (212) 266-7565
Telephone: (212) 266-7632 /
_____________
dt 141094
;
McGraw-Hill Companies
As referenced in this Credit Agreement [Amended and Restated No. 2]:
McGraw-Hill
Companies, Inc – its business and all business in which it proposes to be engaged.
"S&P" means Standard & Poor's Rating Services, a division of McGraw-Hill
Companies, Inc .
"Stabilized Retail Operating Property" means an Eligible Property which
satisfies both of the following requirements: (a) such Eligible Property is not
a
_____________
dt 311657
;
|
Publix
As referenced in this Credit Agreement [Amended and Restated No. 2]:
Publix Super Markets, Inc. – of a Property and has a rating of at least
BBB- assigned to its senior long-term debt obligations by S&P or Moody's. For
purposes of this Agreement, Publix Super Markets, Inc. shall be deemed a Credit
Tenant.
"Debt Service" means, with respect to any Person and for any period, the
sum of (a) Interest Expense of such Person for such
_____________
dt 1507174
;
More... |
Preview
Full Doc
| 2004 |
Credit Agreement [Amended and Restated]
Credit Agreement [Amended and Restated] (41K)
Doc #330663: Click preview link for longer preview.
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 7, 2003
among
ALBERTSON'S, INC.,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, NA,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
WELLS FARGO BANK, N.A.,
as Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
Arranged by
Banc of America Securities LLC,
Sole Lead Arranger
and Sole Book Manager
================================================================================
Sf-1451502 364-Day Credit Agreement (2003)
{PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement (this "Agreement")
is entered into as of March 7, 2003, among Albertson's, Inc., a Delaware
corporation (the "Company"), the several financial institutions from time to
time party to this Agreement (individually, a "Bank" and, collectively, the
"Banks"), Bank One, NA, as syndication agent (in such capacity, the "Syndication
Agent"), Union Bank of California, N.A. and Wells Fargo Bank, N.A., as
documentation agents (in such capacity, the "Documentation Agents") and Bank of
America, N.A., as administrative agent for itself and the Banks (in such
capacity, the "Agent").
WHEREAS, the Company, the Banks party thereto and the Agent
entered into a Credit Agreement dated as of March 22, 2000, as amended and
restated as of March 15, 2001, and as amended and restated as of March 13, 2002,
and as further modified by certain consents effective as of June 14, 2002 and
July 5, 2002, respectively, (as in effect as of the date of this Agreement, the
"Original Agreement") providing for a 364-day revolving credit facility; and
WHEREAS, the parties hereto desire to amend the Original
Agreement as set forth herein and to restate the Original Agreement in its
entirety to read as set forth in the Original Agreement with the amendments
specified below, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References; Interpretation.
----------------------------------------
(a) Unless otherwise specifically defined herein, each term used herein
(including in the Recitals hereof) which is defined in the Original Agreement
shall have the meaning assigned to such term in the Original Agreement.
(b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference contained in the Original Agreement,
and each reference to "the Credit Agreement" and each other similar reference in
the other Loan Documents, shall from and after the Effective Date (as defined in
subsection 2) refer to the Original Agreement as amended and restated hereby.
(c) The rules of interpretation set forth in Section 1.02 of the Original
Agreement shall be applicable to this Agreement.
2. Amendments to Original Agreement.
-------------------------------- Subject to the terms and conditions hereof,
the Original Agreement is amended as follows, effective as of the date of
satisfaction of the conditions set forth in Section 4 (the "Effective Date"):
(a) Amendments to Article I of the Original Agreement.
--------------------------------------------------
(1) The term "Notes" defined in the Original Agreement shall
include from and after the Effective Date the Notes delivered under this
Agreement.
Sf-1451502 1. 364-Day Credit Agreement (2003)
{PAGE}
(2) The definition of "Closing Date" is amended in its entirety to
provide as follows:
"Closing Date" means the date occurring on or before
March 7, 2003 on which all conditions precedent set forth in Section
4.01 are satisfied or waived by all Banks (or, in the case of
subsection 4.01(e), waived by the Person entitled to receive such
payment).
(3) The definition of "Revolving Termination Date" is amended in
its entirety to provide as follows:
"Revolving Termination Date" means the earlier to occur of:
(a) March 5, 2004, as the same may be extended from time to
time pursuant to Section 2.16; and
(b) the date on which the Commitments terminate in accordance
with the provisions of this Agreement.
(4) The defined term, "Company's 2000 Form 10-K" shall be deleted
and a new defined term, "Company's 2001 Form 10-K" shall be added as follows:
"Company's 2001 Form 10-K" means the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 2002, as filed with the
SEC pursuant to the Exchange Act.
Accordingly, each reference to "Company's 2000 Form 10-K" in the Original
Agreement shall be deemed to refer to "Company's 2001 Form 10-K," and each
reference to February 1, 2001 in Sections 1.01, 4.02 and 5.10 of the Original
Agreement shall be deemed to refer to January 31, 2002.
(b) Amendments to Article V of the Original Agreement.
--------------------------------------------------
(1) The two references to "November 1, 2001" in Section 5.10(b) of
the Original Agreement shall be deleted and replaced by "October 31, 2002" for
each such reference.
(c) Amendment to Schedule 2.01 (Amended) of the Original Agreement.
---------------------------------------------------------------
Schedule 2.01 (Amended) of the Original Agreement is replaced in its entirety by
Schedule 2.01 (Second Amended) of this Agreement.
(d) Amendment to Schedule 10.02 (Amended) of the Original Agreement.
----------------------------------------------------------------
Schedule 10.02 (Amended) of the Original Agreement is replaced in its entirety
by Schedule 10.02 (Second Amended) of this Agreement.
Sf-1451502 2. 364-Day Credit Agreement (2003)
{PAGE}
3. Representations and Warranties.
------------------------------- The Company hereby represents and warrants
to the Agent and the Banks as follows:
(a) No Default or Event of Default has occurred and is continuing (or would
result from the amendment of the Original Agreement contemplated hereby).
(b) The execution, delivery and performance by the Company of this
Agreement and the Original Agreement (as amended and restated by this Agreement)
have been duly authorized by all necessary corporate and other action and do not
and will not require any registration with, consent or approval of, or notice to
or action by, any Person (including any Governmental Authority) in order to be
effective and enforceable.
(c) This Agreement, each Note delivered hereunder and the Original
Agreement (as amended and restated by this Agreement) constitute the legal,
valid and binding obligations of the Company, enforceable against it in
accordance with their respective terms.
(d) All representations and warranties of the Company contained in the
Original Agreement are true and correct (except to the extent such
representations and warranties expressly refer to an earlier date, in which case
they shall be true and correct as of such earlier date and except that this
subsection (d) shall be deemed instead to refer to (x) the last day of the most
recent quarter and year for which financial statements have then been delivered;
330663
|
Albertson's
As referenced in this Credit Agreement [Amended and Restated]:
ALBERTSON'S, INC – TEXT}
EXHIBIT 10.29
364-Day Credit Agreement (2003) EXECUTION VERSION
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 7, 2003
among
ALBERTSON'S, INC .,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, NA,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
WELLS
_____________
Albertson's, Inc – PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement (this "Agreement")
is entered into as of March 7, 2003, among Albertson's, Inc ., a Delaware
corporation (the "Company"), the several financial institutions from time to
time party to this Agreement (individually, a "Bank" and, collectively,
_____________
ALBERTSON'S, INC – Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
ALBERTSON'S, INC .
By: /s/ John F. Boyd
---------------------------------
Name: John F. Boyd
Title: Group Vice President & Treasurer
Sf-1451502 S-1 364-Day Credit Agreement (
_____________
Albertson's, Inc – 1 364-Day Credit Agreement (2003)
{PAGE}
SCHEDULE 10.02 (SECOND AMENDED)
PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING
-----------------------------------------------
OFFICES
-------
COMPANY
-------
Address for Notices:
Albertson's, Inc .
250 Parkcenter Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA,
_____________
Albertson's, Inc – Facsimile: (214) 209-0905
Agent's Payment Office:
Bank of America, N.A.
ABA No. 111000012
Attention: Agency Administrative Services Unit #5596
Reference: Albertson's, Inc .
For credit to Acct. No. 37508-36479
BANK OF AMERICA, N.A., as a Bank
----------------------
Domestic and Offshore Lending Office:
(Borrowing Notices,
_____________
dt 684107
;
CCR-B
As referenced in this Credit Agreement [Amended and Restated]:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – N.A.
P.O. Box 2300
Tulsa, Oklahoma 74192
Attention: Jane Faulkenberry, Senior Vice President
Telephone: (918) 588-6272
Facsimile: (918) 280-3368
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
---------------------------------------------------------------
INTERNATIONAL", NEW YORK BRANCH
-------------------------------
Domestic and Offshore Lending Office:
Rabobank International
10 Exchange Place, 16th Floor
Jersey City, New Jersey
_____________
dt 686951
;
Stepan
As referenced in this Credit Agreement [Amended and Restated]:
Stepan
– USA
----------------------
Domestic and Offshore Lending Office:
Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT 84101
Attention: Frank Stepan
Telephone: (801) 526-8316
Facsimile: (801) 359-4667
sf-1451502 S-10.02 (Second Amended)-6 364-Day Credit Agreement (2003)
{PAGE}
_____________
dt 702474
;
|
BofA Securities
As referenced in this Credit Agreement [Amended and Restated]:
Banc of America Securities LLC – BANK OF CALIFORNIA, N.A. and
WELLS FARGO BANK, N.A.,
as Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
Arranged by
Banc of America Securities LLC ,
Sole Lead Arranger
and Sole Book Manager
================================================================================
Sf-1451502 364-Day Credit Agreement (2003)
{PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended
_____________
dt 699218
;
BofA
As referenced in this Credit Agreement [Amended and Restated]:
BANK OF AMERICA, N.A. – 29
364-Day Credit Agreement (2003) EXECUTION VERSION
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 7, 2003
among
ALBERTSON'S, INC.,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, NA,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
WELLS FARGO BANK, N.A.,
as
_____________
Bank of
America, N.A. – Agent"), Union Bank of California, N.A. and Wells Fargo Bank, N.A., as
documentation agents (in such capacity, the "Documentation Agents") and Bank of
America, N.A. , as administrative agent for itself and the Banks (in such
capacity, the "Agent").
WHEREAS, the Company, the Banks party thereto and the
_____________
BANK OF AMERICA, N.A. – s/ John F. Boyd
---------------------------------
Name: John F. Boyd
Title: Group Vice President & Treasurer
Sf-1451502 S-1 364-Day Credit Agreement (2003)
{PAGE}
BANK OF AMERICA, N.A. , as
Administrative Agent and as a Bank
By: /s/ Dan M. Killian
---------------------------------
Name: Dan M. Killian
Title: Managing Director
Sf-1451502 S-
_____________
BANK OF AMERICA, N.A. – SECOND AMENDED)
COMMITMENTS
AND PRO RATA SHARES
{TABLE}
{CAPTION}
BANK COMMITMENT PRO RATA
SHARE
-------------------------------------------------------------------- -------------- -------------
{S} {C} {C}
$50,000,000.00 14.285714286%
BANK OF AMERICA, N.A.
45,000,000.00 12.857142857%
BANK ONE, NA
40,000,000.00 11.428571429%
UNION BANK OF CALIFORNIA, N.A.
40,
_____________
BANK OF AMERICA, N.A. – Notices:
Albertson's, Inc.
250 Parkcenter Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA, N.A. , as Agent
----------------------
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services #
_____________
dt 659841
;
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Preview
Full Doc
| 2004 |
Credit Agreement
Credit Agreement (83K)
Doc #330666: Click preview link for longer preview.
CREDIT AGREEMENT
Dated Effective as of: February 13, 2004
Parties: ALBERTSON'S, INC. ("Borrower")
And: U.S. BANK NATIONAL ASSOCIATION ("Lender")
ARTICLE I
CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
"Access Laws" means the Americans With Disabilities Act of 1990; the Fair
Housing Amendments . . .
330666
|
Albertson's
As referenced in this Credit Agreement:
ALBERTSON'S, INC – txt
{DESCRIPTION}CREDIT AGREEMENT - U.S. BANK NATIONAL ASSOCIATION
{TEXT}
EXHIBIT 10.49
CREDIT AGREEMENT
Dated Effective as of: February 13, 2004
Parties: ALBERTSON'S, INC . ("Borrower")
And: U.S. BANK NATIONAL ASSOCIATION ("Lender")
ARTICLE I
CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall have
_____________
Albertson's, Inc – not a Plan or Multiemployer Plan and
which is maintained or otherwise contributed to by any member of the ERISA
Group.
"Borrower" means Albertson's, Inc . a Delaware corporation.
"Borrower's Authorized Representative" means any one of those persons
identified by Borrower to Lender on Exhibit F attached
_____________
Albertson's, Inc – party may at any time change its address for notices by giving
notice of such change to the other parties.
If to Borrower: Albertson's, Inc .
250 Parkcenter Boulevard
Boise, ID 83706
Facsimile (208) 395-5407 and 395-6021
If to Lender: U.S. Bank National Association
National
_____________
ALBERTSON'S, INC – deemed an original, and all of
said counterparts taken together shall be deemed to constitute but one and the
same instrument.
BORROWER: LENDER:
ALBERTSON'S, INC . U.S. BANK NATIONAL ASSOCIATION
By /s/ John F. Boyd By /s/ James Henken
-------------------------------- ---------------------------
Group Vice President & Treasurer Vice President
CREDIT AGREEMENT
_____________
dt 684110
;
|
U.S. Bank, NA
As referenced in this Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}8
{FILENAME}ex10-49.txt
{DESCRIPTION}CREDIT AGREEMENT - U.S. BANK NATIONAL ASSOCIATION
{TEXT}
EXHIBIT 10.49
CREDIT AGREEMENT
Dated Effective as of: February 13, 2004
Parties: ALBERTSON'S, INC. ("Borrower")
And: U.S. BANK
_____________
U.S. BANK NATIONAL ASSOCIATION – S. BANK NATIONAL ASSOCIATION
{TEXT}
EXHIBIT 10.49
CREDIT AGREEMENT
Dated Effective as of: February 13, 2004
Parties: ALBERTSON'S, INC. ("Borrower")
And: U.S. BANK NATIONAL ASSOCIATION ("Lender")
ARTICLE I
CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
"Access Laws" means the
_____________
U.S. Bank National Association. – means the Continuing Reimbursement Agreement for Letters of
Credit dated January 7, 2003.
"L/C Termination Date" means February 11, 2005.
"Lender" means U.S. Bank National Association.
"Lender's Authorized Representative" means any vice president or assistant
relationship manager in the Commercial Banking Department of Lender.
"LIBOR Rate" means
_____________
U.S. Bank National Association
– parties.
If to Borrower: Albertson's, Inc.
250 Parkcenter Boulevard
Boise, ID 83706
Facsimile (208) 395-5407 and 395-6021
If to Lender: U.S. Bank National Association
National Corporate Banking
P.O. Box 8247
Boise, Idaho 83733
Facsimile (208) 383-7574
12.5 Collection Costs and Attorney Fees. Whether
_____________
U.S. BANK NATIONAL ASSOCIATION
– and all of
said counterparts taken together shall be deemed to constitute but one and the
same instrument.
BORROWER: LENDER:
ALBERTSON'S, INC. U.S. BANK NATIONAL ASSOCIATION
By /s/ John F. Boyd By /s/ James Henken
-------------------------------- ---------------------------
Group Vice President & Treasurer Vice President
CREDIT AGREEMENT Page 16
{/TEXT}
{/DOCUMENT}
_____________
dt 608104
|
Preview
Full Doc
| 2003 |
Credit Agreement [Amended and Restated]
Credit Agreement [Amended and Restated] (47K)
Doc #330699: Click preview link for longer preview.
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 13, 2002
among
ALBERTSON'S, INC.,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, N.A.,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
WELLS FARGO BANK, N.A.,
as Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
Arranged by
Banc of America Securities LLC,
Sole Lead Arranger
and Sole Book Manager
================================================================================
SFRLIBI\MMK\6146301.06 364-Day Credit Agreement
{PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement (this "Agreement") is
entered into as of March 13, 2002, among Albertson's, Inc., a Delaware
corporation (the "Company"), the several financial institutions from time to
time party to this Agreement (individually, a "Bank" and, collectively, the
"Banks"), Bank One, N.A., as syndication agent (in such capacity, the
"Syndication Agent"), Union Bank of California, N.A. and Wells Fargo Bank, N.A.,
as documentation agents (in such capacity, the "Documentation Agents") and Bank
of America, N.A., as administrative agent for itself and the Banks (in such
capacity, the "Agent").
WHEREAS, the Company, the Banks party thereto and the Agent entered
into a Credit Agreement dated as of March 22, 2000, as amended and restated as
of March 15, 2001 (as in effect as of the date of this Agreement, the "Original
Agreement") providing for a 364-day revolving credit facility; and
WHEREAS, the parties hereto desire to amend the Original Agreement as
set forth herein and to restate the Original Agreement in its entirety to read
as set forth in the Original Agreement with the amendments specified below,
subject to the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References; Interpretation.
(a) Unless otherwise specifically defined herein, each term used herein
(including in the Recitals hereof) which is defined in the Original Agreement
shall have the meaning assigned to such term in the Original Agreement.
(b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference contained in the Original Agreement,
and each reference to "the Credit Agreement" and each other similar reference in
the other Loan Documents, shall from and after the Effective Date (as defined in
subsection 2) refer to the Original Agreement as amended and restated hereby.
(c) The rules of interpretation set forth in Section 1.02 of the Original
Agreement shall be applicable to this Agreement.
2. Amendments to Original Agreement. Subject to the terms and conditions
hereof, the Original Agreement is amended as follows, effective as of the date
of satisfaction of the conditions set forth in Section 4 (the "Effective Date"):
(a) Syndication Agent and Documentation Agents. References in the Original
Agreement to the Syndication Agent, the Documentation Agent, the Senior Managing
Agents and the Managing Agents shall be deemed to be references to the
Syndication Agent and the Documentation Agents named herein.
(b) Amendments to Article I of the Original Agreement.
SFRLIBI\MMK\6146301.06 2 364-Day Credit Agreement
{PAGE}
(1) The term "Notes" defined in the Original Agreement shall include
from and after the Effective Date the Notes delivered under this Agreement.
(2) The definition of "Closing Date" is amended in its entirety to
provide as follows:
"Closing Date" means the date occurring on or before March 13,
2002 on which all conditions precedent set forth in Section 4.01 are
satisfied or waived by all Banks (or, in the case of subsection 4.01(e),
waived by the Person entitled to receive such payment).
(3) The definition of "Revolving Termination Date" is amended in its
entirety to provide as follows:
"Revolving Termination Date" means the earlier to occur of:
a. March 12, 2003 as the same may be extended from time to time
pursuant to Section 2.16; and
b. The date on which the Commitments terminate in accordance with
the provisions of this Agreement.
(4) The defined term, "Company's 1998 Form 10-K" shall be deleted, and
a new defined term, "Company's 2000 Form 10K" shall be added as follows:
"Company's 2000 Form 10-K" means the Company's Annual Report on
Form 10-K for the fiscal year ended February 1, 2001, as filed with the SEC
pursuant to the Exchange Act.
Accordingly, each reference to "Company's 1998 Form 10-K" in the Original
Agreement shall be deemed to refer to "Company's 2000 Form 10-K," and each
reference to February 3, 2000 in Sections 1.01, 4.02 and 5.10 of the Original
Agreement shall be deemed to refer to February 1, 2001.
(5) The following new defined terms shall be added:
"Consolidated Interest Expense" means as of any date of determination,
for the Company and its Subsidiaries on a consolidated basis, all interest,
premium payments, fees, charges and related expenses of the Company and its
Subsidiaries in connection with borrowed money or in connection with the
deferred purchase price of assets, to the extent treated as interest and
net of interest income in accordance with GAAP, and the portion of rent
expense with respect to capitalized lease obligations that is treated as
interest in accordance with GAAP, but excluding amortization of discount
and deferred debt expense as determined in accordance with GAAP.
"Consolidated Rental Expense" means as of any date of determination,
for the Company and its Subsidiaries on a consolidated basis the aggregate
SFRLIBI\MMK\6146301.06 3 364-Day Credit Agreement
{PAGE}
rental expense (including any contingent or percentage rental expense and
any rent offsets, as applicable) of the Company and its Subsidiaries on a
consolidated basis for such period in respect of all rent obligations under
all operating leases for real or personal property minus any rental income
of the Company and its Subsidiaries on a consolidated basis for such period
(including licensee related income from licensees operating on the store
premises of Company and its Subsidiaries).
"EBITDAR" means, for any period, for the Company and its Subsidiaries
on a consolidated basis, an amount equal to (i) the sum of (a) net earnings
before One Time Charges for such period, (b) all income taxes for such
period, (c) Consolidated Interest Expense for such period, (d) depreciation
and amortization expense for such period, and (e) Consolidated Rental
Expense for such period, minus (ii) cash One Time Charges for such period.
"Fixed Charge Coverage Ratio" means, as of any date of determination,
for the Company and its Subsidiaries on a consolidated basis, the ratio of
(a) EBITDAR for the period of four fiscal quarters ending on such date to
(b) Total Fixed Charges for the period of four fiscal quarters ending on
such date.
"Initial Closing Date" means March 30, 1999.
"One Time Charges" means unusual material charges or credits against
earnings which the Company separately discloses in the discussion of the
"Results of Operations" (including but not limited to merger related
charges, restructuring charges, gains or losses from the disposition of
assets and accounting changes).
"Total Fixed Charges" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, (a) Consolidated Interest Expense for
such period and (b) Consolidated Rental Expense for such period.
(c) Amendments to Article II of the Original Agreement.
(1) The agreement of the Bid Loan Banks to accept requests for Bid
Loans from the Company pursuant to Sections 2.05 and 2.06 of the Original
Agreement shall be terminated effective as of the Closing Date.
(2) The reference to "$1,250,000,000" in Section 2.17(a)(G) of the
Original Agreement shall be deleted and "$625,000,000" shall be inserted in its
330699
|
Albertson's
As referenced in this Credit Agreement [Amended and Restated]:
ALBERTSON'S, INC – CREDIT AGREEMENT
{TEXT}
Exhibit 10.29
[364-Day Agreement] EXECUTION VERSION
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 13, 2002
among
ALBERTSON'S, INC .,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, N.A.,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
_____________
Albertson's, Inc – PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement (this "Agreement") is
entered into as of March 13, 2002, among Albertson's, Inc ., a Delaware
corporation (the "Company"), the several financial institutions from time to
time party to this Agreement (individually, a "Bank" and, collectively,
_____________
ALBERTSON'S, INC – Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
ALBERTSON'S, INC .
By: /s/ John F. Boyd
----------------------------------
Name: John F. Boyd
----------------------------------
Title: Group Vice President
and Treasurer
----------------------------------
S-1 364-Day Credit Agreement
BANK
_____________
Albertson's, Inc – 01(Amended)-1. 364-Day Credit Agreement
{PAGE}
SCHEDULE 10.02 (AMENDED)
PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING OFFICES
COMPANY
Address for Notices:
Albertson's, Inc .
250 Parkcenter Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA,
_____________
Albertson's, Inc – Facsimile: (415) 209-0905
Agent's Payment Office:
Bank of America, N.A.
ABA No. 111000012
Attention: Agency Administrative Services Unit #5596
Reference: Albertson's, Inc .
For credit to Acct. No. 37508-36479
BANK OF AMERICA, N.A., as a Bank
-----------------------
Domestic and Offshore Lending Office:
(Borrowing Notices,
_____________
dt 684137
;
Stepan
As referenced in this Credit Agreement [Amended and Restated]:
Stepan
– USA
Domestic and Offshore Lending Office:
Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT 84101
Attention: Frank Stepan
Telephone: (801) 526-8316
Facsimile: (801) 359-4667
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Merrill Lynch Bank USA
_____________
dt 702475
;
BofA Securities
As referenced in this Credit Agreement [Amended and Restated]:
Banc of America Securities LLC – BANK OF CALIFORNIA, N.A. and
WELLS FARGO BANK, N.A.,
as Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
Arranged by
Banc of America Securities LLC ,
Sole Lead Arranger
and Sole Book Manager
================================================================================
SFRLIBI\MMK\6146301.06 364-Day Credit Agreement
{PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
This
_____________
dt 699219
;
|
BofA
As referenced in this Credit Agreement [Amended and Restated]:
BANK OF AMERICA, N.A. – Exhibit 10.29
[364-Day Agreement] EXECUTION VERSION
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 13, 2002
among
ALBERTSON'S, INC.,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, N.A.,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
WELLS FARGO BANK, N.A.,
_____________
Bank
of America, N.A. – Agent"), Union Bank of California, N.A. and Wells Fargo Bank, N.A.,
as documentation agents (in such capacity, the "Documentation Agents") and Bank
of America, N.A. , as administrative agent for itself and the Banks (in such
capacity, the "Agent").
WHEREAS, the Company, the Banks party thereto and the
_____________
BANK OF AMERICA, N.A. – S, INC.
By: /s/ John F. Boyd
----------------------------------
Name: John F. Boyd
----------------------------------
Title: Group Vice President
and Treasurer
----------------------------------
S-1 364-Day Credit Agreement
BANK OF AMERICA, N.A. , as
Administrative Agent and as a Bank
By: /s/ Dan Killian
----------------------------------
Name: Dan M. Killian
----------------------------------
Title: Managing Director
----------------------------------
S-2 364-Day
_____________
BANK OF AMERICA, N.A. – Day Credit Agreement
{PAGE}
SCHEDULE 2.01 (AMENDED)
COMMITMENTS
AND PRO RATA SHARES
{TABLE}
{CAPTION}
{S} {C} {C}
BANK COMMITMENT PRO RATA SHARE
--------------------------------- ------------------ ------------------
BANK OF AMERICA, N.A. $70,000,000.00 20.000000000%*
BANK ONE, N.A. 60,000,000.00 17.142857143%*
UNION BANK OF CALIFORNIA, N.A.
_____________
BANK OF AMERICA, N.A. – Notices:
Albertson's, Inc.
250 Parkcenter Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA, N.A. , as Agent
----------------------
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services #
_____________
dt 659844
;
Bank One
As referenced in this Credit Agreement [Amended and Restated]:
Bank One, NA – Amended)-2 364-Day Credit Agreement
{PAGE}
BANK ONE, N.A., as Syndication Agent and as a Bank
--------------
Domestic and Offshore Lending Office:
Bank One, NA
1 Bank One Plaza
IL1-0088
Chicago, Illinois 60670
Attention: April Yebd
Telephone: (312) 732-4823
Facsimile: (312) 732-2715
Notices (other
_____________
Bank One, NA – Illinois 60670
Attention: April Yebd
Telephone: (312) 732-4823
Facsimile: (312) 732-2715
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Bank One, NA
1 Bank One Plaza
IL1-0086
Chicago, Illinois 60670
Attention: Paul E. Rigby, Senior Vice President
Telephone: (312) 732-6132
Facsimile: (312)
_____________
dt 703023
;
More... |
Preview
Full Doc
| 2002 |
Credit Agreement [Amended and Restated]
Credit Agreement [Amended and Restated] (47K)
Doc #330716: Click preview link for longer preview.
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 13, 2002
among
ALBERTSON'S, INC.,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, N.A.,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
WELLS FARGO BANK, N.A.,
as Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
Arranged by
Banc of America Securities LLC,
Sole Lead Arranger
and Sole Book Manager
================================================================================
SFRLIBI\MMK\6146301.06 364-Day Credit Agreement
{PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is
entered into as of March 13, 2002, among Albertson's, Inc., a Delaware
corporation (the "Company"), the several financial institutions from time to
time party to this Agreement (individually, a "Bank" and, collectively, the
"Banks"), Bank One, N.A., as syndication agent (in such capacity, the
"Syndication Agent"), Union Bank of California, N.A. and Wells Fargo Bank, N.A.,
as documentation agents (in such capacity, the "Documentation Agents") and Bank
of America, N.A., as administrative agent for itself and the Banks (in such
capacity, the "Agent").
WHEREAS, the Company, the Banks party thereto and the Agent entered
into a Credit Agreement dated as of March 22, 2000, as amended and restated as
of March 15, 2001 (as in effect as of the date of this Agreement, the "Original
Agreement") providing for a 364-day revolving credit facility; and
WHEREAS, the parties hereto desire to amend the Original Agreement as
set forth herein and to restate the Original Agreement in its entirety to read
as set forth in the Original Agreement with the amendments specified below,
subject to the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References; Interpretation.
(a) Unless otherwise specifically defined herein, each term used herein
(including in the Recitals hereof) which is defined in the Original Agreement
shall have the meaning assigned to such term in the Original Agreement.
(b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference contained in the Original Agreement,
and each reference to "the Credit Agreement" and each other similar reference in
the other Loan Documents, shall from and after the Effective Date (as defined in
subsection 2) refer to the Original Agreement as amended and restated hereby.
(c) The rules of interpretation set forth in Section 1.02 of the Original
Agreement shall be applicable to this Agreement.
2. Amendments to Original Agreement. Subject to the terms and conditions
hereof, the Original Agreement is amended as follows, effective as of the date
of satisfaction of the conditions set forth in Section 4 (the "Effective Date"):
(a) Syndication Agent and Documentation Agents. References in the Original
Agreement to the Syndication Agent, the Documentation Agent, the Senior Managing
Agents and the Managing Agents shall be deemed to be references to the
Syndication Agent and the Documentation Agents named herein.
(b) Amendments to Article I of the Original Agreement.
SFRLIB1\MMK\6146301.06 2. 364-Day Credit Agreement
{PAGE}
(1) The term "Notes" defined in the Original Agreement shall include
from and after the Effective Date the Notes delivered under this Agreement.
(2) The definition of "Closing Date" is amended in its entirety to
provide as follows:
"Closing Date" means the date occurring on or before March 13,
2002 on which all conditions precedent set forth in Section 4.01 are
satisfied or waived by all Banks (or, in the case of subsection 4.01(e),
waived by the Person entitled to receive such payment).
(3) The definition of "Revolving Termination Date" is amended in its
entirety to provide as follows:
"Revolving Termination Date" means the earlier to occur of:
a. March 12, 2003 as the same may be extended from time to time
pursuant to Section 2.16; and
b. The date on which the Commitments terminate in accordance with
the provisions of this Agreement.
(4) The defined term, "Company's 1998 Form 10-K" shall be deleted, and
a new defined term, "Company's 2000 Form 10K" shall be added as follows:
"Company's 2000 Form 10-K" means the Company's Annual Report on
Form 10-K for the fiscal year ended February 1, 2001, as filed with the SEC
pursuant to the Exchange Act.
Accordingly, each reference to "Company's 1998 Form 10-K" in the Original
Agreement shall be deemed to refer to "Company's 2000 Form 10-K," and each
reference to February 3, 2000 in Sections 1.01, 4.02 and 5.10 of the Original
Agreement shall be deemed to refer to February 1, 2001.
(5) The following new defined terms shall be added:
"Consolidated Interest Expense" means as of any date of determination,
for the Company and its Subsidiaries on a consolidated basis, all interest,
premium payments, fees, charges and related expenses of the Company and its
Subsidiaries in connection with borrowed money or in connection with the
deferred purchase price of assets, to the extent treated as interest and
net of interest income in accordance with GAAP, and the portion of rent
expense with respect to capitalized lease obligations that is treated as
interest in accordance with GAAP, but excluding amortization of discount
and deferred debt expense as determined in accordance with GAAP.
"Consolidated Rental Expense" means as of any date of determination,
for the Company and its Subsidiaries on a consolidated basis the aggregate
SFRLIB1\MMK\6146301.06 3. 364-Day Credit Agreement
{PAGE}
rental expense (including any contingent or percentage rental expense and
any rent offsets, as applicable) of the Company and its Subsidiaries on a
consolidated basis for such period in respect of all rent obligations under
all operating leases for real or personal property minus any rental income
of the Company and its Subsidiaries on a consolidated basis for such period
(including licensee related income from licensees operating on the store
premises of Company and its Subsidiaries).
"EBITDAR" means, for any period, for the Company and its Subsidiaries
on a consolidated basis, an amount equal to (i) the sum of (a) net earnings
before One Time Charges for such period, (b) all income taxes for such
period, (c) Consolidated Interest Expense for such period, (d) depreciation
and amortization expense for such period, and (e) Consolidated Rental
Expense for such period, minus (ii) cash One Time Charges for such period.
"Fixed Charge Coverage Ratio" means, as of any date of determination,
for the Company and its Subsidiaries on a consolidated basis, the ratio of
(a) EBITDAR for the period of four fiscal quarters ending on such date to
(b) Total Fixed Charges for the period of four fiscal quarters ending on
such date.
"Initial Closing Date" means March 30, 1999.
"One Time Charges" means unusual material charges or credits against
earnings which the Company separately discloses in the discussion of the
"Results of Operations" (including but not limited to merger related
charges, restructuring charges, gains or losses from the disposition of
assets and accounting changes).
"Total Fixed Charges" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, (a) Consolidated Interest Expense for
such period and (b) Consolidated Rental Expense for such period.
(c) Amendments to Article II of the Original Agreement.
(1) The agreement of the Bid Loan Banks to accept requests for Bid
Loans from the Company pursuant to Sections 2.05 and 2.06 of the Original
Agreement shall be terminated effective as of the Closing Date.
(2) The reference to "$1,250,000,000" in Section 2.17(a)(G) of the
Original Agreement shall be deleted and "$625,000,000" shall be inserted in its
330716
|
Albertson's
As referenced in this Credit Agreement [Amended and Restated]:
ALBERTSON'S, INC – AMENDED AND RESTATED CREDIT AGREEMENT
{TEXT}
[364-Day Agreement] EXECUTION VERSION
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 13, 2002
among
ALBERTSON'S, INC .,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, N.A.,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
_____________
Albertson's, Inc – PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is
entered into as of March 13, 2002, among Albertson's, Inc ., a Delaware
corporation (the "Company"), the several financial institutions from time to
time party to this Agreement (individually, a "Bank" and, collectively,
_____________
ALBERTSON'S, INC – Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
ALBERTSON'S, INC .
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
S-1 364-Day Credit Agreement
BANK OF AMERICA, N.A., as
Administrative Agent and as a Bank
By:
--------------------------------
_____________
Albertson's, Inc – 01 (Amended) -1 364-Day Credit Agreement
{PAGE}
SCHEDULE 10.02 (AMENDED)
PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING OFFICES
-------------------------------------------------------
COMPANY
-------
Address for Notices:
Albertson's, Inc .
250 Parkcenter Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA,
_____________
Albertson's, Inc – Facsimile: (415) 209-0905
Agent's Payment Office:
Bank of America, N.A.
ABA No. 111000012
Attention: Agency Administrative Services Unit #5596
Reference: Albertson's, Inc .
For credit to Acct. No. 37508-36479
BANK OF AMERICA, N.A., as a Bank
---------------------
Domestic and Offshore Lending Office:
(Borrowing Notices,
_____________
dt 684155
;
Stepan
As referenced in this Credit Agreement [Amended and Restated]:
Stepan
– USA
----------------------
Domestic and Offshore Lending Office:
Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT 84101
Attention: Frank Stepan
Telephone: (801) 526-8316
Facsimile: (801) 359-4667
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Merrill Lynch Bank USA
_____________
dt 702476
;
BofA Securities
As referenced in this Credit Agreement [Amended and Restated]:
Banc of America Securities LLC – BANK OF CALIFORNIA, N.A. and
WELLS FARGO BANK, N.A.,
as Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
Arranged by
Banc of America Securities LLC ,
Sole Lead Arranger
and Sole Book Manager
================================================================================
SFRLIBI\MMK\6146301.06 364-Day Credit Agreement
{PAGE}
AMENDED AND RESTATED CREDIT AGREEMENT
This
_____________
dt 699220
;
|
BofA
As referenced in this Credit Agreement [Amended and Restated]:
BANK OF AMERICA, N.A. – CREDIT AGREEMENT
{TEXT}
[364-Day Agreement] EXECUTION VERSION
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 13, 2002
among
ALBERTSON'S, INC.,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, N.A.,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
WELLS FARGO BANK, N.A.,
_____________
Bank
of America, N.A. – Agent"), Union Bank of California, N.A. and Wells Fargo Bank, N.A.,
as documentation agents (in such capacity, the "Documentation Agents") and Bank
of America, N.A. , as administrative agent for itself and the Banks (in such
capacity, the "Agent").
WHEREAS, the Company, the Banks party thereto and the
_____________
BANK OF AMERICA, N.A. – authorized officers as
of the day and year first above written.
ALBERTSON'S, INC.
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
S-1 364-Day Credit Agreement
BANK OF AMERICA, N.A. , as
Administrative Agent and as a Bank
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
S-2 364-Day Credit Agreement
BANK ONE, N.A. as Syndication
_____________
BANK OF AMERICA, N.A. – Day Credit Agreement
{PAGE}
SCHEDULE 2.01 (AMENDED)
COMMITMENTS
-----------
AND PRO RATA SHARES
-------------------
{TABLE}
{CAPTION}
BANK COMMITMENT PRO RATA SHARE
---------------------------------- --------------- ---------------
{S} {C} {C}
BANK OF AMERICA, N.A. $ 70,000,000.00 20.000000000%*
BANK ONE, N.A. 60,000,000.00 17.142857143%*
UNION BANK OF CALIFORNIA, N.A.
_____________
BANK OF AMERICA, N.A. – Notices:
Albertson's, Inc.
250 Parkcenter Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA, N.A. , as Agent
---------------------
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services #
_____________
dt 659845
;
Bank One
As referenced in this Credit Agreement [Amended and Restated]:
Bank One, NA – Amended) -2 364-Day Credit Agreement
{PAGE}
BANK ONE, N.A., as Syndication Agent and as a Bank
--------------
Domestic and Offshore Lending Office:
Bank One, NA
1 Bank One Plaza
IL1-0088
Chicago, Illinois 60670
Attention: April Yebd
Telephone: (312) 732-4823
Facsimile: (312) 732-2715
Notices (other
_____________
Bank One, NA – Illinois 60670
Attention: April Yebd
Telephone: (312) 732-4823
Facsimile: (312) 732-2715
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Bank One, NA
1 Bank One Plaza
IL1-0086
Chicago, Illinois 60670
Attention: Paul E. Rigby, Senior Vice President
Telephone: (312) 732-6132
Facsimile: (312)
_____________
dt 703024
;
More... |
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| 2003 |
Deferred Compensation Plan [Amendment No. 1]
Deferred Compensation Plan [Amendment No. 1] (8K)
Doc #330688: Click preview link for longer preview.
FIRST AMENDMENT
TO THE
ALBERTSON'S, INC.
2000 DEFERRED COMPENSATION PLAN
This Amendment is made by Albertson's, Inc., a Delaware corporation (the
"Corporation").
RECITALS
Whereas, the Corporation established the Albertson's Inc. 2000 Deferred
Compensation Plan effective January 1, 2000 (the "Plan");
Whereas, the Corporation, pursuant to Section 9.1 of the Plan, retained the
right to amend the Plan and Section 9.1 provides that the Plan may be amended by
the Grantor Trust Committee ("Committee") appointed by the Board of Directors of
Albertson's, Inc. ("Board"), and the Board has granted the authority to amend
the Plan to the Committee so long as such amendments do not materially alter
benefits; and
Whereas, the Committee has determined that it is advisable to amend the
Plan in the manner hereinafter set forth.
AMENDMENT
Now therefore be it resolved that the Plan is amended, as of May 1, 2001,
in the following respects:
1. Section 1.5 of the Plan is amended for clarification to read as follows:
"Bonus" means, with respect to each Participant, a cash bonus (i.e.,
excluding options and other noncash awards and taxable fringe benefits)
paid by the Company with respect to the Fiscal Year or Fiscal Quarter or
any part thereof beginning in the respective Plan Year.
2. Section 1.30 of the Plan shall be amended to read as follows:
"Total Disability" means the complete inability of the Eligible Employee to
perform any and every duty of his or her regular occupation, as determined
by the Committee in its sole and absolute discretion.
{PAGE}
3. Section 3.1 shall be renumbered as Section 3.1(a) and a new Section 3.1(b)
shall be added to read as follows:
(b) Notwithstanding the foregoing, the Committee shall permit an Eligible
Employee who is hired during the Plan Year in a position of Group Vice
President or higher to elect to defer with respect to compensation not yet
earned for the remainder of the Plan Year in which the Eligible Employee
was hired by filing a completed and executed Deferral Agreement with the
Committee within 60 days of becoming an Eligible Employee.
4. Section 3.2 shall be amended to read as follows:
For each Fiscal Year, the Compensation Committee shall determine if an
Eligible Employee who is also a "covered employee" as that term is defined
in Section 162(m) of the Internal Revenue Code of 1986, as amended
330688
|
Albertson's
As referenced in this Deferred Compensation Plan [Amendment No. 1]:
ALBERTSON'S, INC – SEQUENCE}4
{FILENAME}abs10kexhib10-101.txt
{DESCRIPTION}1ST AMENDMENT TO 2000 DEFERRED COMPENSATION PLAN
{TEXT}
Exhibit 10.10.1
FIRST AMENDMENT
TO THE
ALBERTSON'S, INC .
2000 DEFERRED COMPENSATION PLAN
This Amendment is made by Albertson's, Inc., a Delaware corporation (the
"Corporation").
RECITALS
Whereas, the Corporation established
_____________
Albertson's, Inc – COMPENSATION PLAN
{TEXT}
Exhibit 10.10.1
FIRST AMENDMENT
TO THE
ALBERTSON'S, INC.
2000 DEFERRED COMPENSATION PLAN
This Amendment is made by Albertson's, Inc ., a Delaware corporation (the
"Corporation").
RECITALS
Whereas, the Corporation established the Albertson's Inc. 2000 Deferred
Compensation Plan effective January 1, 2000 (
_____________
Albertson's Inc – 2000 DEFERRED COMPENSATION PLAN
This Amendment is made by Albertson's, Inc., a Delaware corporation (the
"Corporation").
RECITALS
Whereas, the Corporation established the Albertson's Inc . 2000 Deferred
Compensation Plan effective January 1, 2000 (the "Plan");
Whereas, the Corporation, pursuant to Section 9.1 of the Plan, retained
_____________
Albertson's, Inc – Section 9.1 provides that the Plan may be amended by
the Grantor Trust Committee ("Committee") appointed by the Board of Directors of
Albertson's, Inc . ("Board"), and the Board has granted the authority to amend
the Plan to the Committee so long as such amendments do not
_____________
Albertson's, Inc – may be changed by a Participant by
the written filing of such change on a form prescribed by the Committee.
IN WITNESS WHEREOF, Albertson's, Inc . has caused this instrument to be
executed by its officer, duly authorized by its Board of Directors, this 25th
day of May,
_____________
dt 684126
| |
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| 2006 |
Director and Officer Indemnification Agreement
Director and Officer Indemnification Agreement (22K)
Doc #1741212: Click preview link for longer preview.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT, dated as of _________
(this "Agreement"), is made by and between Albertson's, Inc., a Delaware
corporation (the "Company"), and ______________ ("Indemnitee").
RECITALS
A. It is important to the Company to attract and retain as directors and
officers the most capable persons reasonably available.
B. Indemnitee is a director and officer of the Company.
C. Both the Company and Indemnitee recognize the . . .
1741212
|
Albertson's
As referenced in this Director and Officer Indemnification Agreement:
Albertson's, Inc – 48.1
{TEXT}
{PAGE}
Exhibit 10.48.1
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT, dated as of _________
(this "Agreement"), is made by and between Albertson's, Inc ., a Delaware
corporation (the "Company"), and ______________ ("Indemnitee").
RECITALS
A. It is important to the Company to attract and retain as directors and
officers the most capable persons reasonably
_____________
ALBERTSON'S, INC – FOLLOWING PAGE.]
-6-
{PAGE}
IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its
duly authorized representative to execute this Agreement as of the date first
above written.
ALBERTSON'S, INC .
250 Parkcenter Boulevard
Boise, Idaho 83706
By:
------------------------------------
Name: John R. Sims
Title: Executive Vice President and
General Counsel
[INDEMNITEE]
By:
------------------------------------
{/TEXT}
{/DOCUMENT}
_____________
dt 1476287
| |
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| 2006 |
Director and Officer Indemnification Agreement
Director and Officer Indemnification Agreement (22K)
Doc #2531852: Click preview link for longer preview.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT, dated as of _________
(this "Agreement"), is made by and between Albertson's, Inc., a Delaware
corporation (the "Company"), and ______________ ("Indemnitee").
RECITALS
A. It is important to the Company to attract and retain as directors and
officers the most capable persons reasonably available.
B. Indemnitee is a director and officer of the Company.
C. Both the Company and Indemnitee recognize the . . .
2531852
|
Albertson's
As referenced in this Director and Officer Indemnification Agreement:
Albertson's, Inc – 48.1
{TEXT}
{PAGE}
Exhibit 10.48.1
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT, dated as of _________
(this "Agreement"), is made by and between Albertson's, Inc ., a Delaware
corporation (the "Company"), and ______________ ("Indemnitee").
RECITALS
A. It is important to the Company to attract and retain as directors and
officers the most capable persons reasonably
_____________
ALBERTSON'S, INC – FOLLOWING PAGE.]
-6-
{PAGE}
IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its
duly authorized representative to execute this Agreement as of the date first
above written.
ALBERTSON'S, INC .
250 Parkcenter Boulevard
Boise, Idaho 83706
By:
------------------------------------
Name: John R. Sims
Title: Executive Vice President and
General Counsel
[INDEMNITEE]
By:
------------------------------------
{/TEXT}
{/DOCUMENT}
_____________
dt 1615854
;
| |
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| 2003 |
Director Indemnification Agreement [Form]
Director Indemnification Agreement [Form] (22K)
Doc #330670: Click preview link for longer preview.
FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
THIS DIRECTOR INDEMNIFICATION AGREEMENT, dated as of __________ (this
"Agreement"), is made by and between Albertson's, Inc., a Delaware corporation
(the "Company"), and ____________ ("Indemnitee").
RECITALS
A. It is important to the Company to attract and retain as directors the
most capable persons reasonably available.
B. Indemnitee is a director of the Company.
C. Both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against directors of companies in
today's environment.
D. The Company's Restated Certificate of Incorporation and By-laws (the
"Constituent Documents") provide that the Company will indemnify its directors
and the Company's By-laws provide that the Company will advance expenses in
connection therewith, and Indemnitee's willingness to serve as a director of the
Company is based in part on Indemnitee's reliance on such provisions.
E. In recognition of Indemnitee's need for substantial protection against
personal liability in order to enhance Indemnitee's continued service to the
Company in an effective manner, and Indemnitee's reliance on the aforesaid
provisions of the Constituent Documents, and to provide Indemnitee with express
contractual indemnification (regardless of, among other things, any amendment to
or revocation of such provisions or any change in the composition of the
Company's Board of Directors (the "Board") or any acquisition or business
combination transaction relating to the Company), the Company wishes to provide
in this Agreement for the indemnification of and the advancement of Expenses (as
defined in Section 1(c)) to Indemnitee as set forth in this Agreement and, to
the extent insurance is maintained, for the continued coverage of Indemnitee
under the Company's directors' and officers' liability insurance policies.
NOW, THEREFORE, the parties hereby agree as follows:
1. Certain Definitions. In addition to terms defined elsewhere herein, the
following terms have the following meanings when used in this Agreement with
initial capital letters:
(a) "Affiliate" has the meaning given to that term in Rule 405 under the
Securities Act of 1933, provided, however, that for purposes of this Agreement
the Company and its subsidiaries will not be deemed to constitute Affiliates of
Indemnitee or the Indemnitee.
(b) "Claim" means any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether instituted, made or
conducted by the Company or any other party, including without limitation any
{PAGE}
governmental entity, that Indemnitee determines might lead to the institution of
any such action, suit or proceeding, whether civil, criminal, administrative,
arbitrative, investigative or other.
(c) "Expenses" includes attorneys' and experts' fees, expenses and
charges and all other costs, expenses and obligations paid or incurred in
connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate
in, any Claim.
(d) "Indemnifiable Losses" means any and all Expenses, damages, losses,
liabilities, judgments, fines, penalties and amounts paid in settlement
(including without limitation all interest, assessments and other charges paid
or payable in connection with or in respect of any of the foregoing)
(collectively, "Losses") relating to, resulting from or arising out of any act
or failure to act by the Indemnitee, or his or her status as any person referred
to in clause (i) of this sentence, (i) in his or her capacity as a director,
officer, employee or agent of the Company, any of its Affiliates or any other
entity as to which the indemnitee is or was serving at the request of the
Company as a director, officer, employee, member, manager, trustee or agent of
another corporation, limited liability company, partnership, joint venture,
trust or other entity or enterprise, whether or not for profit and (ii) in
respect of any business, transaction or other activity of any entity referred to
in clause (i) of this sentence.
2. Basic Indemnification Arrangement. The Company will indemnify and hold
harmless Indemnitee, to the fullest extent permitted by the laws of the State of
Delaware in effect on the date hereof or as such laws may from time to time
hereafter be amended to increase the scope of such permitted indemnification,
against all Indemnifiable Losses relating to, resulting from or arising out of
any Claim. The failure by Indemnitee to notify the Company of such Claim will
not relieve the Company from any liability hereunder unless, and only to the
extent that, the Company did not otherwise learn of the Claim and such failure
results in forfeiture by the Company of substantial defenses, rights or
insurance coverage. Except as provided in Section 17, however, Indemnitee will
not be entitled to indemnification pursuant to this Agreement in connection with
any Claim initiated by Indemnitee against the Company or any director or officer
of the Company unless the Company has joined in or consented to the initiation
of such Claim. If so requested by Indemnitee, the Company will advance within
two business days of such request any and all Expenses to Indemnitee which
Indemnitee determines reasonably likely to be payable, provided, however, that
Indemnitee will return, without interest, any such advance which remains unspent
at the final conclusion of the Claim to which the advance related.
3. Indemnification for Additional Expenses. Without limiting the generality
or effect of the foregoing, the Company will indemnify Indemnitee against and,
if requested by Indemnitee, will within two business days of such request
advance to Indemnitee, any and all attorneys' fees and other Expenses paid or
incurred by Indemnitee in connection with any Claim asserted or brought by
330670
|
Albertson's
As referenced in this Director Indemnification Agreement [Form]:
Albertson's, Inc – EXHIBIT 10.47
FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
THIS DIRECTOR INDEMNIFICATION AGREEMENT, dated as of __________ (this
"Agreement"), is made by and between Albertson's, Inc ., a Delaware corporation
(the "Company"), and ____________ ("Indemnitee").
RECITALS
A. It is important to the Company to attract and retain as directors
_____________
ALBERTSON'S, INC – Indemnitee has executed and the Company has caused
its duly authorized representative to execute this Agreement as of the date
first above written.
ALBERTSON'S, INC .
250 Parkcenter Boulevard
Boise, Idaho 83706
By: ________________________
Name:
Title:
[INDEMNITEE]
[Address]
By: ________________________
[Indemnitee]
{/TEXT}
{/DOCUMENT}
_____________
dt 684113
| |
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| 2004 |
Employment Agreement
Employment Agreement (49K)
Doc #313689: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on June 1, 2004, by and between
Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and David
Whipple (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as provided
herein; and
WHEREAS, the Executive and the Company desire to enter into this Agreement
to set forth the terms and conditions of the Executive's services with the
Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to the
Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean (i) the Executive is convicted of a
felony involving moral turpitude or any other felony (other than motor vehicle
related) and, in the case of such other felony, the Executive is unable to show
that he (A) acted in good faith and in a manner he reasonably believed to be in
the best interests of the Company and its affiliates and (B) had no reasonable
cause to believe his conduct was unlawful; or (ii) the Executive engages in
conduct that constitutes willful gross neglect or willful misconduct in carrying
out his duties under this Agreement, resulting, in either case, in material harm
to the Company or its affiliates, unless the Executive believed in good faith
that such act or non-act was in, or was not opposed to, the best interests of
the Company and its affiliates.
(d) "Committee" shall mean the Compensation and Incentives
Committee of the Holding Corp. Board or any other committee of the Holding Corp.
Board performing similar functions.
(e) "Constructive Termination" by the Executive shall mean
termination, during the Term of Employment, based on the occurrence without the
Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 7) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on senior executives of the
Company; (iii) the failure of the Company to obtain the assumption in writing of
its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction; or (iv) if the Executive no longer
reports to the CEO or to the COO or other direct report of the CEO. The
Executive shall further be required to comply with the provisions of Section
11(d)(i) of this Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's inability, with or
without a reasonable accommodation, to substantially perform his duties and
responsibilities under this Agreement by reason of any physical or mental
incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean June 1, 2004.
(h) "Holding Corp." shall mean Kmart Holding Corporation, a
Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of directors of
Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval as
set forth in Section 19 and subject to termination pursuant to Section 11, the
Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
third anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for additional one-year
periods on each subsequent annual anniversary of the Effective Date, unless
written notice of non-extension is provided by either Party to the other Party
at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive shall be
employed by the Company and shall serve as Senior Vice President, Associate
Resources (or such other position or positions as may be agreed upon in writing
by the Executive and Holding Corp. and/or the Company, as applicable). The
Executive shall have all authority commensurate with the position of Senior Vice
President, Associate Resources, subject to the direction of the Holding Corp.
Board, the Board and/or the Chief Executive Officer ("CEO") of the Company. The
Executive shall initially report directly to the CEO, but this may be changed
such that he reports to the COO or other direct report of the CEO. The Executive
shall devote substantially all of his business time, attention and
skill to the performance of such duties and responsibilities, and shall use his
best efforts to promote the interests of the Company and its affiliates. The
Executive shall not, without the prior written approval of the Holding Corp.
Board, engage in any other business activity which is in violation of policies
established from time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding, nothing
shall preclude the Executive from (i) serving on the boards of directors of a
reasonable number of other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations (subject to the reasonable
approval of the Holding Corp. Board), (ii) engaging in charitable activities and
community affairs, and (iii) managing his personal investments and affairs,
provided that such activities do not materially interfere with the proper
performance of his duties and responsibilities as a senior executive officer of
Holding Corp. and the Company.
4. Base Salary. During the Term of Employment, the Executive shall
be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $390,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Transition Payment. The Company shall pay $50,000 to the
Executive promptly following commencement of the Executive's employment with the
Company to compensate the Executive for expenses associated with his transition
to employment with the Company which are not otherwise covered by the Company's
executive benefit plans, programs and arrangements.
6. Additional Payments. If any payment or benefit received or to be
received by the Executive (whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company or any affiliate) (all
such payments and benefits, excluding the Gross-Up Payment (as hereinafter
defined), being hereinafter called "Total Payments") will be subject (in whole
or part) to any excise tax (the "Excise Tax") imposed under section 4999 of the
Internal Revenue Code of 1986, as amended, then the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment") such that the net amount
retained by the Executive, after deduction of any Excise Tax on the Total
Payments and any federal, state and local income and employment taxes and Excise
Tax upon the Gross-Up Payment, shall be equal to the Total Payments.
7. Annual Incentive Awards. During the Term of Employment, the
Executive shall be eligible for an annual target bonus ("Target Bonus") of 60%
of his then-current Base Salary under the annual cash-based incentive program of
313689
|
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this
Section 12, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal
_____________
dt 424922
;
Fleming
As referenced in this Employment Agreement:
Fleming
Companies, Inc. – issued and outstanding. For purposes of this
Section 12, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc. , Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506894
;
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us
Inc., TJX
{PAGE}
Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents and/or
subsidiaries that
_____________
dt 342927
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc ., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us
Inc., TJX
{PAGE}
Companies,
_____________
dt 494166
;
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Full Doc
| 2004 |
Employment Agreement
Employment Agreement (49K)
Doc #313697: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on January 1, 2004, by and between
Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and James
Donlon (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as provided
herein; and
WHEREAS, the Executive and the Company desire to enter into this Agreement
to set forth the terms and conditions of the Executive's services with the
Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to the
Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean (i) the Executive is convicted of a
felony involving moral turpitude or any other felony (other than motor vehicle
related) and, in the case of such other felony, the Executive is unable to show
that he (A) acted in good faith and in a manner he reasonably believed to be in
the best interests of the Company and its affiliates and (B) had no reasonable
cause to believe his conduct was unlawful; or (ii) the Executive engages in
conduct that constitutes willful gross neglect or willful misconduct in carrying
out his duties under this Agreement, resulting, in either case, in material harm
to the Company or its affiliates, unless the Executive believed in good faith
that such act or nonact was in, or was not opposed to, the best interests of the
Company and its affiliates.
(d) "Committee" shall mean the Compensation and Incentives
Committee of the Holding Corp. Board or any other committee of the Holding Corp.
Board performing similar functions.
(e) "Constructive Termination" by the Executive shall mean
termination, during the Term of Employment, based on the occurrence without the
Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 6) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; (iii) the failure of the Company to obtain the assumption in writing of
its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction; or (iv) the relocation of the
current headquarters of the Company that would require the relocation of the
Executive during the first two years of his employment. The Executive shall
further be required to comply with the provisions of Section 10(d)(i) of this
Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's inability, with or
without a reasonable accommodation, to substantially perform his duties and
responsibilities under this Agreement by reason of any physical or mental
incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean the date on which the
Executive first reports to the Company's headquarters to commence employment
with the Company. The Executive will use his best efforts to commence employment
with the Company as soon as possible, and will commence employment with the
Company by January 1, 2004.
(h) "Holding Corp." shall mean Kmart Holding Corporation, a
Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of directors of
Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval as
set forth in Section 18 and subject to termination pursuant to Section 10, the
Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
third anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for additional one-year
periods on each subsequent annual anniversary of the Effective Date, unless
written notice of non-extension is provided by either Party to the other Party
at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive shall be
employed by the Company and shall serve as Senior Vice President, Chief
Financial Officer (or such other position or positions as may be agreed upon in
writing by the Executive and Holding Corp. and/or the Company, as applicable).
The Executive shall have all authority commensurate with the position of Senior
Vice President, Chief Financial Officer, subject to the direction of the Holding
Corp. Board, the Board and/or the Chief Executive Officer ("CEO") of the
Company.
2
The Executive shall report directly to the CEO. The Executive shall devote
substantially all of his business time, attention and skill to the performance
of such duties and responsibilities, and shall use his best efforts to promote
the interests of the Company and its affiliates. The Executive shall not,
without the prior written approval of the Holding Corp. Board, engage in any
other business activity which is in violation of policies established from time
to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding, nothing
shall preclude the Executive from (i) serving on the boards of directors of a
reasonable number of other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations (subject to the reasonable
approval of the Holding Corp. Board), (ii) engaging in charitable activities and
community affairs, and (iii) managing his personal investments and affairs,
provided that such activities do not materially interfere with the proper
performance of his duties and responsibilities as an executive officer of
Holding Corp. and the Company.
(c) The Executive shall perform his services hereunder
primarily at the Company's headquarters. To that end, the Company shall provide
the Executive with office space and staff at its headquarters that are
commensurate with his duties hereunder.
4. Base Salary. During the Term of Employment, the Executive shall
be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $550,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Restricted Stock Equity -Grant. As an inducement material to the
Executive's agreement to enter into employment with the Company, and subject to
the approval of the Committee comprised of a majority of independent directors
or a majority of the Holding Corp.'s independent directors, within 14 days after
the Effective Date, the Executive shall receive a grant of restricted Holding
Corp. stock having a fair market value of $500,000 on the date of grant (the
"Restricted Stock") which Restricted Stock may not be sold, pledged or otherwise
transferred until the Restricted Stock becomes vested, in accordance with the
provisions of this Section 5. The Restricted Stock shall vest as to one-third
(1/3) of such grant at 12:01 a.m. on the date after the end of fiscal year 2004,
as to an additional one-third (1/3) of such grant at 12:01 a.m. on the date
after the end of fiscal year 2005, and as to the final one-third (1/3) of such
grant at 12:01 a.m. on the date after the end of fiscal year 2006, conditioned
upon the Executive's continued employment with the Company as of each vesting
date. Notwithstanding the foregoing, the interest of the Executive in the
313697
|
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this Section
11, "Competing Enterprise" shall mean any and/or all of the following: (i)
Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc., Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal
_____________
dt 424924
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies,
Inc. – issued and outstanding. For purposes of this Section
11, "Competing Enterprise" shall mean any and/or all of the following: (i)
Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc. , Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home
_____________
dt 1506895
;
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us Inc., TJX
Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents and/or
subsidiaries that are
_____________
dt 342929
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc., Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc ., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us Inc., TJX
Companies, Inc.,
_____________
dt 494167
;
More... |
Preview
Full Doc
| 2004 |
Employment Agreement
Employment Agreement (51K)
Doc #313698: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on January 1, 2004, by and between
Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and John
Goodman (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as provided
herein; and
WHEREAS, the Executive and the Company desire to enter into this Agreement
to set forth the terms and conditions of the Executive's services with the
Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to the
Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean (i) the Executive is convicted of a
felony involving moral turpitude or any other felony (other than motor vehicle
related) and, in the case of such other felony, the Executive is unable to show
that he (A) acted in good faith and in a manner he reasonably believed to be in
the best interests of the Company and its affiliates and (B) had no reasonable
cause to believe his conduct was unlawful; or (ii) the Executive engages in
conduct that constitutes willful gross neglect or willful misconduct in carrying
out his duties under this Agreement, resulting, in either case, in material harm
to the Company or its affiliates, unless the Executive believed in good faith
that such act or non-act was in, or was not opposed to, the best interests of
the Company and its affiliates.
(d) "Committee" shall mean the Compensation and Incentives
Committee of the Holding Corp. Board or any other committee of the Holding Corp.
Board performing similar functions.
(e) "Constructive Termination" by the Executive shall mean
termination, during the Term of Employment, based on the occurrence without the
Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 7) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; (iii) the failure of the Company to obtain the assumption in writing of
its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction; or (iv) if the Executive no longer
reports to the CEO. The Executive shall further be required to comply with the
provisions of Section 11(d)(i) of this Agreement with respect to a Constructive
Termination.
(f) "Disability" shall mean the Executive's inability, with or
without a reasonable accommodation, to substantially perform his duties and
responsibilities under this Agreement by reason of any physical or mental
incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean December 15, 2003.
(h) "Holding Corp." shall mean Kmart Holding Corporation, a
Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of directors of
Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval as
set forth in Section 19 and subject to termination pursuant to Section 11, the
Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
third anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for additional one-year
periods on each subsequent annual anniversary of the Effective Date, unless
written notice of non-extension is provided by either Party to the other Party
at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive shall be
employed by the Company and shall serve as Senior Vice President, Chief Apparel
Officer (or such other position or positions as may be agreed upon in writing by
the Executive and Holding Corp. and/or the Company, as applicable). The
Executive shall have all authority commensurate with the position of Senior Vice
President, Chief Apparel Officer, subject to the direction of the Holding Corp.
Board, the Board and/or the Chief Executive Officer ("CEO") of the Company. The
Executive shall report directly to the CEO. The Executive shall devote
substantially all of his business time, attention and skill to the performance
of such duties and responsibilities, and shall use his best efforts
to promote the interests of the Company and its affiliates. The Executive shall
not, without the prior written approval of the Holding Corp. Board, engage in
any other business activity which is in violation of policies established from
time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding, nothing
shall preclude the Executive from (i) serving on the boards of directors of a
reasonable number of other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations (subject to the reasonable
approval of the Holding Corp. Board), (ii) engaging in charitable activities and
community affairs, and (iii) managing his personal investments and affairs,
provided that such activities do not materially interfere with the proper
performance of his duties and responsibilities as an executive officer of
Holding Corp. and the Company.
4. Base Salary. During the Term of Employment, the Executive shall
be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $500,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Make Whole Payment. The Company shall pay $229,500 to the
Executive, at the same time as annual bonus payments are made to other senior
level executives. The purpose of this make-whole payment is to compensate the
Executive for the amount that will be forfeited as a result of the Executive's
ceasing to be employed by his previous employer.
6. Restricted Stock Equity -Grant. As an inducement material to the
Executive's agreement to enter into employment with the Company, and subject to
the approval of the Committee comprised of a majority of independent directors
or a majority of the Holding Corp.'s independent directors, as soon as
practicable after the Effective Date, the Executive shall receive a grant of
restricted Company stock having a fair market value of $500,000 on the date of
grant (the "Restricted Stock") which Restricted Stock may not be sold, pledged
or otherwise transferred until the Restricted Stock becomes vested, in
accordance with the provisions of this Section 6. The Restricted Stock shall
vest as to one-third (1/3) of such grant at 12:01 a.m. on December 15, 2004, as
to an additional one-third (1/3) of such grant at 12:01 a.m. on December 15,
2005, and as to the final one-third (1/3) of such grant at 12:01 a.m. on
December 15, 2006, conditioned upon the Executive's continued employment with
the Company as of each vesting date. Notwithstanding the foregoing, in the event
313698
|
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this
Section 12, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal
_____________
dt 424926
;
Fleming
As referenced in this Employment Agreement:
Fleming
Companies, Inc. – issued and outstanding. For purposes of this
Section 12, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc. , Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506896
;
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us
Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents
and/or subsidiaries that are
_____________
dt 342931
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc ., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us
Inc., TJX Companies, Inc.,
_____________
dt 494168
;
More... |
Preview
Full Doc
| 2004 |
Employment Agreement
Employment Agreement (50K)
Doc #313699: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on February 27, 2004, by and
between Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and Paul
Guagliardo (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to the
Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean (i) the Executive is convicted of a
felony involving moral turpitude or any other felony (other than motor vehicle
related) and, in the case of such other felony, the Executive is unable to show
that he (A) acted in good faith and in a manner he reasonably believed to be in
the best interests of the Company and its affiliates and (B) had no reasonable
cause to believe his conduct was unlawful; or (ii) the Executive engages in
conduct that constitutes willful gross neglect or willful misconduct in carrying
out his duties under this Agreement, resulting, in either case, in material harm
to the Company or its affiliates, unless the Executive believed in good faith
that such act or nonact was in, or was not opposed to, the best interests of the
Company and its affiliates.
1
(d) "Committee" shall mean the Compensation and Incentives
Committee of the Holding Corp. Board or any other committee of the Holding Corp.
Board performing similar functions.
(e) "Constructive Termination" by the Executive shall mean
termination, during the Term of Employment, based on the occurrence without the
Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 6) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; or (iii) the failure of the Company to obtain the assumption in writing
of its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction. "Constructive Termination" shall not
include a relocation of current Company headquarters. The Executive shall
further be required to comply with the provisions of Section 10(d)(i) of this
Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's inability, with
or without a reasonable accommodation, to substantially perform his duties and
responsibilities under this Agreement by reason of any physical or mental
incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean the date on which the
Executive first reports to the Company's headquarters to commence employment
with the Company. The Executive will use his best efforts to commence employment
with the Company as soon as possible, and will commence employment with the
Company by April 5, 2004.
(h) "Holding Corp." shall mean Kmart Holding Corporation, a
Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of directors
of Holding Corp.
2. Term of Employment. Subject to termination pursuant to
Section 10, the Company shall employ the Executive, and the Executive hereby
accepts such employment, for the period commencing on the Effective Date and
ending on the third anniversary thereof (the "Term of Employment"); provided,
however, that the Term of Employment shall be automatically extended for
additional one-year periods on each subsequent annual anniversary of the
Effective Date, unless written notice of non-extension is provided by either
Party to the other Party at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive shall be
employed by the Company and shall serve as Senior Vice President, Chief
Marketing Officer (or such other position or positions as may be agreed upon in
writing by the Executive and Holding Corp. and/or the Company, as applicable).
The Executive shall have all authority commensurate with
2
the position of Senior Vice President, Chief Marketing Officer, subject to
the direction of the Holding Corp. Board, the Board and/or the Chief Executive
Officer ("CEO") of the Company. The Executive shall report directly to the CEO.
The Executive shall devote substantially all of his business time, attention and
skill to the performance of such duties and responsibilities, and shall use his
best efforts to promote the interests of the Company and its affiliates. The
Executive shall not, without the prior written approval of the Holding Corp.
Board, engage in any other business activity which is in violation of policies
established from time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding, nothing
shall preclude the Executive from (i) serving on the boards of directors of a
reasonable number of other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations (subject to the reasonable
approval of the Holding Corp. Board), (ii) engaging in charitable activities and
community affairs, and (iii) managing his personal investments and affairs,
provided that such activities do not materially interfere with the proper
performance of his duties and responsibilities as an executive officer of
Holding Corp. and the Company.
(c) The Executive shall perform his services hereunder
primarily at the Company's headquarters or at a Company designated location in
New York City. To that end, the Company shall provide the Executive with office
space and staff that are commensurate with his duties hereunder.
4. Base Salary. During the Term of Employment, the Executive
shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $500,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Restricted Stock Equity --Grant. As an inducement material
to the Executive's agreement to enter into employment with the Company, and
subject to the approval of the Committee comprised of a majority of independent
directors or a majority of the Holding Corp.'s independent directors, as soon as
practicable after the Effective Date, the Executive shall receive a grant of
restricted Holding Corp. stock having a fair market value of $500,000 on the
date of grant (the "Restricted Stock") which Restricted Stock may not be sold,
pledged or otherwise transferred until the Restricted Stock becomes vested, in
accordance with the provisions of this Section 5. The Restricted Stock shall
vest as to one-third (1/3) of such grant on the first anniversary of the
effective date, and as to an additional one-third (1/3) on each succeeding
anniversary date so as to be 100% vested on the third anniversary thereof,
conditioned upon the Executive's continued employment with the Company as of
each vesting date. Notwithstanding the foregoing, the interest of the Executive
in the Restricted Stock shall vest as to 100% of the grant in the event the
313699
|
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this
Section 11, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal
_____________
dt 424928
;
Fleming
As referenced in this Employment Agreement:
Fleming
Companies, Inc. – issued and outstanding. For purposes of this
Section 11, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc. , Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506897
;
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us
Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents
and/or subsidiaries that are
_____________
dt 342932
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc ., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us
Inc., TJX Companies, Inc.,
_____________
dt 494170
;
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Full Doc
| 2003 |
Employment Agreement
Employment Agreement (54K)
Doc #313707: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on September 15, 2003, by and
between Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and Bruce
Johnson (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to
the Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean (i) the Executive is convicted
of a felony involving moral turpitude or any other felony (other than motor
vehicle related) and, in the case of such other felony, the Executive is unable
to show that he (A) acted in good faith and in a manner he reasonably believed
to be in the best interests of the Company and its affiliates and (B) had no
reasonable cause to believe his conduct was unlawful; or (ii) the Executive
engages in conduct that constitutes willful gross neglect or willful misconduct
in carrying out his duties under this Agreement, resulting, in either case, in
material harm to the Company or its affiliates, unless the Executive believed in
good faith that such act or nonact was in, or was not opposed to, the best
interests of the Company and its affiliates.
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Holding Corp. Board or any other committee of the
Holding Corp. Board performing similar functions.
(e) "Constructive Termination" by the Executive shall
mean termination, during the Term of Employment, based on the occurrence without
the Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title or change in reporting relationship such
that Executive reports to anyone other than the Chief Executive Officer, other
than for Cause or Disability; (ii) a reduction in the Executive's Base Salary or
Target Bonus (as defined in Section 6) other than for Cause or Disability and
other than as part of an across-the-board salary reduction generally imposed on
executives of the Company; (iii) the failure of the Company to obtain the
assumption in writing of its obligation to perform this Agreement by any
successor to all or substantially all of the assets of the Company on or prior
to a merger, consolidation, sale or similar transaction; or (iv) the relocation
of the current headquarters of the Company that would require the relocation of
the Executive during the first two years of his employment. The Executive shall
further be required to comply with the provisions of Section 10(d)(i) of this
Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's
inability, with or without a reasonable accommodation, to substantially perform
his duties and responsibilities under this Agreement by reason of any physical
or mental incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean the date on which the
Executive first reports to the Company's headquarters to commence employment
with the Company. The Executive will use his best efforts to commence employment
with the Company as soon as possible, and will commence employment with the
Company by October 15, 2003.
(h) "Holding Corp." shall mean Kmart Holding
Corporation, a Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of
directors of Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval
as set forth in Section 18 and subject to termination pursuant to Section 10,
the Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
third anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for additional one-year
periods on each subsequent annual anniversary of the Effective Date, unless
written notice of non-extension is provided by either Party to the other Party
at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed by the Company and shall serve as Senior Vice President,
Supply Chain and Operations (or such other position or positions as may be
agreed upon in writing by the Executive and Holding Corp. and/or the Company, as
applicable). The Executive shall have all authority commensurate with the
position of Senior Vice President, Supply Chain and Operations, subject to the
direction of the Holding Corp. Board, the Board and/or the Chief Executive
Officer ("CEO") of the Company. The Executive shall report directly to the CEO.
The Executive shall devote substantially all of his business time, attention and
skill to the performance of such duties and responsibilities, and shall use his
best efforts to promote the interests of the Company and its affiliates. The
Executive shall not, without the prior written approval of the Holding Corp.
Board, engage in any other business activity which is in violation of policies
established from time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding,
nothing shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other corporations or the boards of a reasonable
number of trade associations and/or charitable organizations (subject to the
reasonable approval of the Holding Corp. Board), (ii) engaging in charitable
activities and community affairs, and (iii) managing his personal investments
and affairs, provided that such activities do not materially interfere with the
proper performance of his duties and responsibilities as an executive officer of
Holding Corp. and the Company.
(c) The Executive shall perform his services
hereunder primarily at the Company's headquarters. To that end, the Company
shall provide the Executive with office space and staff at its headquarters that
are commensurate with his duties hereunder.
4. Base Salary. During the Term of Employment, the Executive
shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $650,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Restricted Stock Equity -Grant. As an inducement material
to the Executive's agreement to enter into employment with the Company, and
subject to the approval of the Committee comprised of a majority of independent
directors or a majority of the Holding Corp.'s independent directors, within 14
days after the Effective Date, the Executive shall receive a grant of restricted
Holding Corp. stock having a fair market value of $500,000 on the date of grant
(the "Restricted Stock") which Restricted Stock may not be sold, pledged or
otherwise transferred until the Restricted Stock becomes vested, in accordance
with the provisions of this Section 5. The Restricted Stock shall vest as to
one-third (1/3) of such grant at 12:01 a.m. on the date after the end of fiscal
year 2004, as to an additional one-third (1/3) of such grant at 12:01 a.m. on
the date after the end of fiscal year 2005, and as to the final one-third (1/3)
of such grant at 12:01 a.m. on the date after the end of fiscal year 2006,
conditioned upon the Executive's continued employment with the Company as of
each vesting date. Notwithstanding the foregoing, the interest of the Executive
313707
|
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this Section
11, "Competing Enterprise" shall mean any and/or all of the following: (i)
Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc., Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal
_____________
dt 424930
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies,
Inc. – issued and outstanding. For purposes of this Section
11, "Competing Enterprise" shall mean any and/or all of the following: (i)
Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc. , Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home
_____________
dt 1506898
;
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us Inc., TJX
Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents and/or
subsidiaries that are
_____________
dt 342933
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc., Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc ., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us Inc., TJX
Companies, Inc.,
_____________
dt 494171
;
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Full Doc
| 2003 |
Employment Agreement
Employment Agreement (54K)
Doc #313708: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on September 3, 2003, by and
between Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and Janet
L. Kelly (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to
the Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean (i) the Executive is convicted
of a felony involving moral turpitude or any other felony (other than motor
vehicle related) and, in the case of such other felony, the Executive is unable
to show that she (A) acted in good faith and in a manner she reasonably believed
to be in the best interests of the Company and its affiliates and (B) had no
reasonable cause to believe her conduct was unlawful; or (ii) the Executive
engages in conduct that constitutes willful gross neglect or willful misconduct
in carrying out her duties under this Agreement, resulting, in either case, in
material harm to the Company or its affiliates, unless the Executive believed in
good faith that such act or nonact was in, or was not opposed to, the best
interests of the Company and its affiliates.
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Holding Corp. Board or any other committee of the
Holding Corp. Board performing similar functions.
(e) "Constructive Termination" by the Executive shall
mean termination, during the Term of Employment, based on the occurrence without
the Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 6) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; (iii) the failure of the Company to obtain the assumption in writing of
its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation,
sale or similar transaction; or (iv) the relocation of the current headquarters
of the Company that would require the relocation of the Executive during the
first two years of her employment. The Executive shall further be required to
comply with the provisions of Section 10(d)(i) of this Agreement with respect to
a Constructive Termination.
(f) "Disability" shall mean the Executive's
inability, with or without a reasonable accommodation, to substantially perform
her duties and responsibilities under this Agreement by reason of any physical
or mental incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean September 3, 2003.
(h) "Holding Corp." shall mean Kmart Holding
Corporation, a Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of
directors of Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval
as set forth in Section 18 and subject to termination pursuant to Section 10,
the Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
first anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for an additional year on
each anniversary of the Effective Date, unless written notice of non-extension
is provided by either Party to the other Party at least 60 days prior to any
such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed by the Company and shall serve as Senior Vice President, Chief
Administrative Officer (or such other position or positions as may be agreed
upon in writing by the Executive and Holding Corp. and/or the Company, as
applicable). The Executive shall have all authority commensurate with the
position of Senior Vice President, Chief Administrative Officer, subject to the
direction of the Holding Corp. Board, the Board and/or the Chief Executive
Officer ("CEO") of the Company. The Executive shall report directly to the CEO.
The Executive shall devote substantially all of her business time, attention and
skill to the performance of such duties and responsibilities, and shall use her
best efforts to promote the interests of the Company and its affiliates. The
Executive shall not, without the prior written approval of the Holding Corp.
Board, engage in any other business activity which is in violation of policies
established from time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding,
nothing shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other corporations or the boards of a reasonable
number of trade associations and/or charitable organizations (subject to the
reasonable approval of the Holding Corp. Board), (ii) engaging in charitable
activities and community affairs, (iii) managing her personal investments and
affairs, and (iv) serving on the board of trustees of Liberty Funds, provided
that such activities do not materially interfere with the proper performance of
her duties and responsibilities as an executive officer of Holding Corp. and the
Company.
(c) The Executive shall perform her services
hereunder primarily at the Company's headquarters. To that end, the Company
shall provide the Executive with office space and staff at its headquarters that
are commensurate with her duties hereunder.
4. Base Salary. During the Term of Employment, the Executive
shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $450,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. a. Make Whole Payment. The Company shall pay to the
Executive, within 10 days following the Effective Date, a lump sum amount equal
to $250,000. If the Executive is still employed by the Company one year after
the Effective Date, the Company shall pay to the Executive, within 10 days
thereafter, a second lump sum amount equal to $250,000. The purpose of these
make-whole payments is to compensate the Executive for the amount that will be
forfeited as a result of the Executive's ceasing to be employed by her previous
employer.
b. Restricted Stock Equity - Make-Whole and Grant. As
an inducement material to the Executive's agreement to enter into employment
with the Company, and subject to the approval of the Committee comprised of a
majority of independent directors or a majority of the Holding Corp.'s
independent directors, within 14 days after the Effective Date, the Executive
shall receive a grant of restricted Holding Corp. stock having a fair market
value of $1 Million on the date of grant (the "Restricted Stock") which
Restricted Stock may not be sold, pledged or otherwise transferred until the
313708
|
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc ., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal
_____________
dt 424933
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies, Inc. – issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc. , Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506899
;
Home Depot
As referenced in this Employment Agreement:
Home Depot,
Inc – Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc ., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and any of
their parents and/or subsidiaries that are
_____________
dt 342935
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc ., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc., Toys R Us Inc., TJX Companies, Inc.,
_____________
dt 494173
;
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Full Doc
| 2003 |
Employment Agreement
Employment Agreement (52K)
Doc #313709: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on September 3, 2003, by and
between Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and Lisa
Schultz (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
20. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to
the Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean (i) the Executive is convicted
of a felony involving moral turpitude or any other felony (other than motor
vehicle related) and, in the case of such other felony, the Executive is unable
to show that she (A) acted in good faith and in a manner she reasonably believed
to be in the best interests of the Company and its affiliates and (B) had no
reasonable cause to believe her conduct was unlawful; or (ii) the Executive
engages in conduct that constitutes willful gross neglect or willful misconduct
in carrying out her duties under this Agreement, resulting, in either case, in
material harm to the Company or its affiliates, unless the Executive believed in
good faith that such act or nonact was in, or was not opposed to, the best
interests of the Company and its affiliates.
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Holding Corp. Board or any other committee of the
Holding Corp. Board performing similar functions.
(e) "Constructive Termination" by the Executive shall
mean termination, during the Term of Employment, based on the occurrence without
the Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 6) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; or (iii) the failure of the Company to obtain the assumption in writing
of its obligation to perform this Agreement by
any successor to all or substantially all of the assets of the Company on or
prior to a merger, consolidation, sale or similar transaction. The Executive
shall further be required to comply with the provisions of Section 10(d)(i) of
this Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's
inability, with or without a reasonable accommodation, to substantially perform
her duties and responsibilities under this Agreement by reason of any physical
or mental incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean the date on which the
Executive first reports to the Company's headquarters to commence employment
with the Company. The Executive will use her best efforts to commence employment
with the Company as soon as possible, and will commence employment with the
Company by September 2, 2003.
(h) "Holding Corp." shall mean Kmart Holding
Corporation, a Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of
directors of Holding Corp.
21. Term of Employment. Subject to Holding Corp. Board
approval as set forth in Section 18 and subject to termination pursuant to
Section 10, the Company shall employ the Executive, and the Executive hereby
accepts such employment, for the period commencing on the Effective Date and
ending on the third anniversary thereof (the "Term of Employment"); provided,
however, that the Term of Employment shall be automatically extended for
additional one-year periods on each subsequent annual anniversary of the
Effective Date, unless written notice of non-extension is provided by either
Party to the other Party at least 60 days prior to any such anniversary.
22. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed by the Company and shall serve as Senior Vice President, Chief
Creative Officer (or such other position or positions as may be agreed upon in
writing by the Executive and Holding Corp. and/or the Company, as applicable).
The Executive shall have all authority commensurate with the position of Senior
Vice President, Chief Creative Officer, subject to the direction of the Holding
Corp. Board, the Board and/or the Chief Executive Officer ("CEO") of the
Company. The Executive shall report directly to the CEO. The Executive shall
devote substantially all of her business time, attention and skill to the
performance of such duties and responsibilities, and shall use her best efforts
to promote the interests of the Company and its affiliates. The Executive shall
not, without the prior written approval of the Holding Corp. Board, engage in
any other business activity which is in violation of policies established from
time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding,
nothing shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other corporations or the boards of a reasonable
number of trade associations and/or charitable organizations (subject to the
reasonable approval of the Holding Corp. Board), (ii) engaging in charitable
activities and community affairs, and (iii) managing her personal investments
and affairs, provided that such activities do not materially interfere with the
proper performance of her duties and responsibilities as an executive officer of
Holding Corp. and the Company.
(c) The Executive shall perform her services
hereunder primarily at a location of her choosing in New York City, NY. The
Company shall provide the Executive with office space and clerical support at
its headquarters offices to the extent necessary when the Executive does perform
services at the Company's headquarters offices.
23. Base Salary. During the Term of Employment, the Executive
shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the
amount of $500,000. The Base Salary shall be reviewed no less frequently than
annually for increase in the discretion of the Holding Corp. Board and/or the
Committee. The Base Salary, including any increase, shall not be decreased
during the Term of Employment.
24. Restricted Stock Equity -Grant. As an inducement material
to the Executive's agreement to enter into employment with the Company, and
subject to the approval of the Committee comprised of a majority of independent
directors or a majority of the Holding Corp.'s independent directors, within 14
days after the Effective Date, the Executive shall receive a grant of restricted
Holding Corp. stock having a fair market value of $500,000 on the date of grant
(the "Restricted Stock") which Restricted Stock may not be sold, pledged or
otherwise transferred until the Restricted Stock becomes vested, in accordance
with the provisions of this Section 5. The Restricted Stock shall vest as to
one-third (1/3) of such grant at 12:01 a.m. on the date after the end of fiscal
year 2004, as to an additional one-third (1/3) of such grant at 12:01 a.m. on
the date after the end of fiscal year 2005, and as to the final one-third (1/3)
of such grant at 12:01 a.m. on the date after the end of fiscal year 2006,
conditioned upon the Executive's continued employment with the Company as of
313709
|
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc ., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal
_____________
dt 424935
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies, Inc. – issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc. , Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506900
;
Home Depot
As referenced in this Employment Agreement:
Home Depot,
Inc – Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc ., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and any of
their parents and/or subsidiaries that are
_____________
dt 342936
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc ., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc., Toys R Us Inc., TJX Companies, Inc.,
_____________
dt 494174
;
More... |
Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (52K)
Doc #313740: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on May 6, 2003, by and between
Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and
Harold Lueken (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to
this Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted
to the Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of
the Company.
(c) "Cause" shall mean (i) the Executive is
convicted of a felony involving moral turpitude or any other felony (other than
motor vehicle-related) and, in the case of such other felony, the Executive is
unable to show that he (A) acted in good faith and in a manner he reasonably
believed to be in the best interests of the Company and its affiliates and (B)
had no reasonable cause to believe his conduct was unlawful; or (ii) the
Executive engages in conduct that constitutes willful gross neglect or willful
misconduct in carrying out his duties under this Agreement, resulting, in either
case, in material harm to the Company or its affiliates, unless the Executive
believed in good faith that such act or nonact was in, or was not opposed to,
the best interests of the Company and its affiliates.
1
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Holding Corp. Board or any other committee of the
Holding Corp. Board performing similar functions.
(e) "Constructive Termination" by the Executive
shall mean termination, during the Term of Employment, based on the occurrence
without the Executive's express written consent of any of the following: (i) a
material diminution or adverse change in the Executive's responsibilities,
duties, authorities or any reduction in title, other than for Cause or
Disability; (ii) a reduction in the Executive's Base Salary or Target Bonus (as
defined in Section 6) other than for Cause or Disability and other than as part
of an across-the-board salary reduction generally imposed on executives of the
Company; or (iii) the failure of the Company to obtain the assumption in writing
of its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction. The Executive shall further be
required to comply with the provisions of Section 10(d)(i) of this Agreement
with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's
inability to substantially perform his duties and responsibilities under this
Agreement by reason of any physical or mental incapacity for a period of 180
consecutive days.
(g) "Effective Date" shall mean May 12, 2003.
(h) "Holding Corp." shall mean Kmart Holding
Corporation, a Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board
of directors of Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board
approval as set forth in Section 18 and subject to termination pursuant to
Section 10, the Company shall employ the Executive, and the Executive hereby
accepts such employment, for the period commencing on the Effective Date and
ending on the first anniversary thereof (the "Term of Employment"); provided,
however, that the Term of Employment shall be automatically extended for an
additional year on each anniversary of the Effective Date, unless written notice
of non-extension is provided by either Party to the other Party at least 60 days
prior to any such anniversary
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed by the Company and shall serve as Senior Vice President,
General Counsel of the Company and shall have the title of Senior Vice
President, General Counsel of Holding Corp. (or such other position or positions
as may be agreed upon in writing by the Executive and Holding Corp. and/or the
Company, as applicable) and be responsible for the management of the legal
function of Holding Corp. and the Company, as directed by the Holding Corp.
Board, the Board and/or the Chief Executive Officer ("CEO") of the Company,
consistent with such positions. The Executive shall report directly to the CEO.
The Executive shall have all authority commensurate
2
with such positions. The Executive shall devote substantially all of his
business time, attention and skill to the performance of such duties and
responsibilities, and shall use his best efforts to promote the interests of the
Company and its affiliates. The Executive shall not, without the prior written
approval of the Holding Corp. Board, engage in any other business activity which
is in violation of policies established from time to time by the Company or its
affiliates.
(b) Anything herein to the contrary
notwithstanding, nothing shall preclude the Executive from (i) serving on the
boards of directors of a reasonable number of other corporations or the boards
of a reasonable number of trade associations and/or charitable organizations
(subject to the reasonable approval of the Holding Corp. Board), (ii) engaging
in charitable activities and community affairs, and (iii) managing his personal
investments and affairs, provided that such activities do not materially
interfere with the proper performance of his duties and responsibilities as an
executive officer of Holding Corp. and the Company.
(c) The Executive shall perform his services
hereunder primarily at the Company's headquarters. To that end, the Company
shall provide the Executive with office space and staff at its headquarters that
are commensurate with his duties hereunder.
4. Base Salary. During the Term of Employment, the
Executive shall be paid an annualized Base Salary, payable in accordance with
the regular payroll practices of the Company, in the amount of $450,000. The
Base Salary shall be reviewed no less frequently than annually for increase in
the discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Make-Whole Payment. The Company shall pay to the
Executive, within 10 days following the Effective Date, a lump sum amount equal
to $25,000 in respect of compensation from the Executive's previous employer
that will be forfeited as a result of the Executive's ceasing to be employed by
his previous employer.
6. Annual Incentive Awards. During the Term of
Employment, the Executive shall be eligible for an annual target bonus ("Target
Bonus") of 61% of his then-current Base Salary under the annual cash-based
incentive program of the Company (or its affiliate, if applicable) payable if
the performance goals thereunder for the relevant fiscal year are met. Payment
of the annual bonus shall be made at the same time that other senior-level
executives receive their incentive awards. The Company agrees that the actual
bonus, if any, earned by the Executive for fiscal year 2003 shall not be subject
to pro-ration by reason of the Executive's not having been employed by the
Company for the entire fiscal year.
7. Long-Term Incentive Programs. The Executive shall
participate in such long-term cash- and/or equity-based incentive programs as
the senior executives of the Company participate from time to time.
313740
|
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc ., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal
_____________
dt 424937
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies, Inc. – issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc. , Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506902
;
Home Depot
As referenced in this Employment Agreement:
Home Depot,
Inc – Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc ., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and (ii)
an entity or enterprise whose business is in
_____________
dt 342937
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc ., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc., Toys R Us Inc., TJX Companies, Inc.,
_____________
dt 494175
;
More... |
Preview
Full Doc
| 2001 |
Employment Agreement
Employment Agreement (65K)
Doc #330734: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between
Lawrence R. Johnston (the "Executive") and Albertson's, Inc., a Delaware
corporation (the "Company") on April 23, 2001 (the "Commencement Date").
WHEREAS, the Company desires to provide for the service and employment of
the Executive with the Company and the Executive wishes to perform services for
the Company, all in accordance with the terms and conditions provided herein.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, the Executive and the Company hereby agree as follows:
Section 1. EMPLOYMENT. The Company does hereby employ the Executive and the
Executive does hereby accept employment as Chairman of the Board and Chief
Executive Officer of the Company. The Executive shall have all the duties,
responsibilities and authority normally performed by the Chairman of the Board
and Chief Executive Officer and shall render services consistent with such
positions on the terms set forth herein and shall report to the Board of
Directors of the Company (the "Board"). In addition, the Executive shall have
such other executive and managerial powers and duties with respect to the
Company and its subsidiaries as may reasonably be assigned to him by the Board,
to the extent consistent with his position and status as set forth above. In no
event shall the duties, responsibilities and authority of the Executive be less
than those initially performed by him as Chairman of the Board and Chief
Executive Officer. The Executive agrees to devote all of his working time and
efforts to the business and affairs of the Company and its subsidiaries, subject
to periods of vacation and sick leave to which he is entitled, and shall not
engage in activities that substantially interfere with such performance;
provided, however, that this Agreement shall not be interpreted to prohibit the
Executive, subject to the prior approval of the Board, from serving on the board
of directors of any corporation other than the Company.
Section 2. TERM OF AGREEMENT. Subject to Section 6 hereof, the term (the
"Term") of this Agreement shall commence on the Commencement Date and shall
continue through the tenth (10th) anniversary of the Commencement Date.
Section 3. BOARD MEMBERSHIP. Simultaneously with the execution hereof, the
Company shall cause the Executive to be appointed to the Board.
Section 4. LOCATION. In connection with the Executive's employment by the
Company, the Executive shall be based at the headquarters of the Company in
Boise, Idaho, except for required travel for the Company's business.
Section 5. COMPENSATION.
(a) BASE SALARY. Effective as of the Commencement Date, the Company shall
pay the Executive a base salary ("Base Salary") at an initial rate of $1,250,000
per year, payable in accordance with the Company's policies relating to salaried
employees. The Executive's Base Salary may be increased (but not decreased) by
the Compensation Committee of the Board (the "Compensation Committee") in its
sole discretion.
(b) SIGNING BONUS. On the Commencement Date, the Company shall pay to the
Executive an amount in cash equal to $1,230,000 as a signing bonus.
(c) ANNUAL BONUS. Commencing with the fiscal year of the Company ("Fiscal
Year") in which the Commencement Date occurs, the Executive shall have the
opportunity to earn a bonus for each Fiscal Year as recommended by the
Compensation Committee in accordance with the Company's annual bonus plan
applicable to the Company's senior executive officers (the "Annual Bonus Plan").
The amount of each annual bonus shall be set by the Compensation Committee and
shall be equal to one hundred percent (100%) of Base Salary if the applicable
"target" performance goals (as defined in the Annual Bonus Plan for such period)
are met (the "Target Bonus") and shall not exceed two hundred percent (200%) of
Base Salary. The criteria for determining the amount of any Target Bonus and the
bases upon which such Target Bonus shall be payable shall be no less favorable
to the Executive than those used for other senior executive officers of the
Company, such criteria and bases to be determined in the sole discretion of the
Compensation Committee. Notwithstanding the preceding, subject to Section
7(a)(iii), the amount of the bonus to be paid to the Executive with respect to
the Fiscal Year in which the Commencement Date occurs shall not be less than
$1,250,000 (the "Guaranteed Bonus").
(d) OTHER BONUSES. The Executive shall be entitled to receive such other
bonuses as are determined in the discretion of the Board.
(e) DEFERRABLE RESTRICTED STOCK UNITS AND STOCK OPTIONS.
(i) Deferrable Restricted Stock Units. As of the Commencement Date, the
Executive shall be granted 728,670 shares of deferrable restricted
stock units of the Company ("Restricted Stock Unit Award") in
accordance with the form of grant used by the Company for grants made
to its senior executive officers; provided that the provisions thereof
shall not be inconsistent with, or provide for additional obligations
of the Executive beyond, the terms of this Agreement, and shall be
subject to reasonable review by Executive's counsel. Such grant shall
provide that 123,132 of such units shall vest on the Commencement Date,
145,734 of such units shall vest on each of the first (1st), second
(2nd), third (3rd) and fourth (4th) anniversaries of the Commencement
Date and 22,602 of such units shall vest on the fifth (5th) anniversary
of the Commencement Date; provided in each case that the Executive has
been continuously employed with the Company from the Commencement Date
through the applicable vesting date, except as otherwise provided
herein and in such deferrable restricted stock unit agreement. Except
as otherwise provided herein and in such deferrable restricted stock
unit agreement, stock subject to such Restricted Stock Unit Award would
not be distributable until the date the Executive ceases to be an
executive officer of the Company or such earlier date as may be
approved by the Board. To the extent that dividends are paid on Company
common stock after the Commencement Date and prior to the date that the
Company common stock that is subject to a Restricted Stock Unit Award
is issued to the Executive, the Executive shall be entitled to receive
a cash payment in an amount equal to the dividends that he would have
been entitled to receive had he been the owner of such unissued shares
330734
|
Albertson's
As referenced in this Employment Agreement:
Albertson's, Inc – AGREEMENT
{TEXT}
EXHIBIT 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between
Lawrence R. Johnston (the "Executive") and Albertson's, Inc ., a Delaware
corporation (the "Company") on April 23, 2001 (the "Commencement Date").
WHEREAS, the Company desires to provide for the service and
_____________
Albertson's, Inc – after
mailing or twenty-four (24) hours after transmission of a facsimile to the
respective persons named below:
(a) If to the Company:
Albertson's, Inc .
250 E. Park Center Blvd.
Boise, Idaho 83706
Attn: General Counsel
Facsimile: (208) 395-5231
(b) If to the Executive:
Lawrence R.
_____________
ALBERTSON'S, INC – Agreement to be executed by
its duly authorized officer and the Executive has hereunto signed this Agreement
on the date first above written.
ALBERTSON'S, INC .
/s/ PAUL I. CORDDRY
By: Paul I. Corddry
Title: Director
EXECUTIVE
/s/ LAWRENCE R. JOHNSTON
Lawrence R. Johnston
{PAGE}
SCHEDULE 1
RELOCATION
_____________
Albertson's, Inc – terms used herein shall have the meaning ascribed to them in the
employment agreement dated April 23, 2001 between Lawrence R. Johnston and
Albertson's, Inc .
1. In consideration of the payments made pursuant to Section 7 of the
Agreement and the Company's other covenants and agreements
_____________
Albertson's Inc – do so in writing, and that such revocation must be signed by
Executive and received by the Executive Vice President, Human Resources at
Albertson's Inc ., 250 E. Parkcenter Blvd., Boise, Idaho 83706 no later than
5:00 p.m. Mountain Standard Time on the seventh day after
_____________
dt 684176
;
 Vedder Price
As referenced in this Employment Agreement:
Vedder, Price – 5231
(b) If to the Executive:
Lawrence R. Johnston
3609 Glenview Ave.
Glenview, Kentucky 40025
With a copy to:
Robert J. Stucker, Esq.
Vedder, Price , Kaufman & Kammholz
222 North LaSalle Street
Chicago, Illinois 60601
Facsimile: 312-609-5005
Either party may change such party's address for
_____________
dt 649062
;
| Lawrence R. Johnston
|
Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (49K)
Doc #1687084: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of June 3, 2002 (the
"Effective Date"), by and between Kmart Corporation, a Michigan corporation
(together with its successors and assigns permitted under this Agreement, the
"Company"), and William Underwood (the "Executive").
WHEREAS, the Company desires to provide for the re-employment of the
Executive on the terms and conditions set forth herein, in the best interest of
the Company and its constituencies;
WHEREAS, the Executive desires to be re-employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's employment
with the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions.
(a) "Bankruptcy Court" shall mean the United States
Bankruptcy Court for the Northern District of
Illinois.
(b) "Base Salary" shall mean the salary granted to
the Executive pursuant to Section 4.
(c) "Board" shall mean the Board of Directors of the
Company.
(d) "Cause" shall mean (i) the Executive is convicted
of a felony involving moral turpitude or any other felony (other than motor
vehicle-related) and, in the case of such other felony, the Executive is unable
to show that the Executive (A) acted in good faith and in a manner the Executive
reasonably believed to be in the best interests of the Company and (B) had no
reasonable cause to believe the Executive's conduct was unlawful; or (ii) the
Executive engages in conduct that constitutes willful gross neglect or willful
misconduct in carrying out the Executive's duties under this Agreement,
resulting, in either case, in material harm to the Company, unless the Executive
believed in good faith that such act or nonact was in, or was not opposed to,
the best interests of the Company.
(e) "Committee" shall mean the Compensation and
Incentives Committee of the Board or any other committee of the Board performing
similar functions.
(f) "Constructive Termination" by the Executive shall
mean termination based on the occurrence without the Executive's express written
consent of any of the following: (i) a material diminution or adverse change in
the Executive's responsibilities, duties, authorities or any reduction in title,
other than for Cause or Disability; (ii) a reduction in the Executive's Base
Salary or Target Bonus (as defined in Section 5) other than for Cause or
Disability and other than as part of an across-the-board salary reduction
generally imposed on executives of the Company; (iii) the relocation of the
Company's principal office to a location more than 35 miles from Troy, Michigan;
or (iv) the failure of the Company to obtain the assumption in writing of its
obligation to perform this Agreement by any successor to all or substantially
all of the assets of the Company on or prior to a merger, consolidation, sale or
similar transaction. The Executive shall further be required to comply with the
provisions of Section 9(d)(i) of this Agreement with respect to a Constructive
Termination.
(g) "Disability" shall mean the Executive's inability
to substantially perform the Executive's duties and responsibilities under this
Agreement by reason of any physical or mental incapacity for a period of 180
consecutive days.
1
<PAGE>
(h) "Emergence" shall occur when a plan of
reorganization that is confirmed by the Bankruptcy Court becomes effective or
the Company otherwise emerges from Chapter 11, as a result of which the business
of the Company is maintained on an ongoing basis, whether maintained by the
Company, the debtor in possession or by an entity that has acquired all or
substantially all of the Company's or debtor in possession's assets.
(i) "IRS" shall mean the United States Internal
Revenue Service.
(j) "KERP" shall mean the Company's Key Employee
Retention Plan, as in effect from time to time, any successor thereto, or such
other emergence bonus program as may be approved by the Bankruptcy Court.
(k) "Restructuring Date" shall mean the date on which
any Emergence occurs.
2. Term of Employment. Subject to Section 9, the Company
hereby employs the Executive, and the Executive hereby accepts such employment,
for the period commencing on the Effective Date and ending on the second
anniversary thereof (the "Term of Employment"); provided, however, that the Term
of Employment shall be automatically extended for an additional year on each
anniversary of the Effective Date, unless written notice of non-extension is
provided by either Party to the other Party at least 30 days prior to any such
anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed and serve as the Executive Vice President, Kmart Sourcing &
Global Operations of the Company (or such other position or positions as may be
agreed upon in writing by the Executive and the Company), as directed by the
Board and/or the Chief Executive Officer ("CEO") consistent with such position.
The Executive shall report directly to the CEO. The Executive shall have all
authority commensurate with such position. The Executive shall devote
substantially all of the Executive's business time, attention and skill to the
performance of such duties and responsibilities, and shall use the Executive's
best efforts to promote the interests of the Company. The Executive shall not,
without the prior written approval of the Board, engage in any other business
activity which is in violation of policies established from time to time by the
Company.
(b) Anything herein to the contrary notwithstanding,
nothing shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other corporations or the boards of a reasonable
number of trade associations and/or charitable organizations (subject to the
reasonable approval of the Board), (ii) engaging in charitable activities and
community affairs, and (iii) managing the Executive's personal investments and
affairs, provided that such activities do not materially interfere with the
proper performance of the Executive's duties and responsibilities as an
executive officer of the Company.
1687084
|
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – other
securities, 1% of the aggregate principal amount thereof issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc ., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co.,
_____________
dt 1476277
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies, Inc. – issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc. , Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506933
;
Home Depot
As referenced in this Employment Agreement:
Home Depot,
Inc – Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc ., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and (ii)
an entity or enterprise whose business is in competition with the business of
the Company
_____________
dt 1412305
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – of the following: (i) Albertson's Inc., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc ., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and (ii)
_____________
dt 1515638
;
More... |
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Full Doc
| 2002 |
Employment Agreement
Employment Agreement (48K)
Doc #1687106: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
AGREEMENT, made and entered into by and between Kmart
Corporation, a Michigan corporation (together with its successors and assigns
permitted under this Agreement, the "Company"), and James Adamson (the
"Executive").
WITNESSETH:
WHEREAS, the Company and the Executive have previously entered
into that certain Services Agreement, effective as of January 17, 2002 (the
"Prior Agreement"), pursuant to which the Executive is serving as non-executive
Chairman of the Company; and
WHEREAS, the Company wishes to employ the Executive as the
Chief Executive Officer of the Company, in addition to retaining his position as
Chairman, and the Executive desires to be so employed by the Company;
WHEREAS, the parties hereto desire to enter into this
agreement embodying the terms of the Executive's employment with the Company
(the "Agreement");
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, the Company and the Executive
(individually a "Party" and together the "Parties") agree as follows:
1. Definitions.
(a) "Base Salary" shall have the meaning set forth in
Section 4 hereof.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean:
(i) the Executive is convicted of a felony
involving moral turpitude or any other felony (other than motor vehicle
related) unless, in the case of such other felony, the Executive (A)
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company and (B) had no
reasonable cause to believe his conduct was unlawful; or
(ii) the Executive engages in conduct that
constitutes willful gross neglect or willful gross misconduct in
carrying out his duties under this Agreement, resulting, in either
case, in material
<PAGE>
harm to the Company, unless the Executive believed in good faith that
such act or nonact was in, or was not opposed to, the best interests of
the Company.
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Board or any other committee of the Board performing
similar functions.
(e) "Disability" shall mean the Executive's inability
to substantially perform his duties and responsibilities under this Agreement by
reason of any physical or mental incapacity for a period of 180 consecutive
days.
(f) "Effective Date" shall mean March 11, 2002.
(g) "Emergence" shall occur when a plan of
reorganization that is confirmed by the bankruptcy court becomes effective or
the Company otherwise emerges from Chapter 11, as a result of which the business
of the Company is maintained on an ongoing basis, whether maintained by the
Company, the debtor in possession or by an entity that has acquired all or
substantially all of the Company's or debtor in possession's assets.
(h) "Good Reason" shall mean (i) a breach by the
Company of a material term of this Agreement, which breach has not been cured by
the Company within 30 days following the Company's receipt of written notice by
the Executive pursuant to Section 24 that such breach has occurred or (ii)
receipt by the Executive of a notice of non-extension of the Term.
(i) "Inducement Payment" shall mean the payment paid
to the Executive under Section 5 of the Prior Agreement.
(j) "KERP" shall mean the Company's Key Employee
Retention Plan, as in effect from time to time, and any successor thereto or any
substitute therefor approved by the Bankruptcy Court.
(k) "Restructuring Date" shall mean the date on which
any Emergence occurs.
(l) "Term" shall mean the period commencing on the
Effective Date and ending on April 30, 2004; provided, however, that the Term
shall be automatically extended for an additional year on each anniversary of
the Effective Date, unless written notice of non-extension is provided by either
party at least 30 days prior to any such anniversary.
2
<PAGE>
2. Employment.
The Company hereby employs the Executive, and the Executive
hereby accepts such terms of employment, for the Term, on the terms and
conditions set forth herein. Either Party may terminate the Agreement at any
time during the Term upon notice to the other Party delivered in accordance with
Section 24 hereof; provided, however, that the Executive's termination of the
Agreement for Good Reason is subject to the provisions of Section 9(c).
3. Position, Duties and Responsibilities.
(a) During the Term, the Executive shall serve as the
Chairman of the Board and Chief Executive Officer of the Company, with overall
responsibility for the general management of the affairs of the Company. The
Executive shall perform such duties and carry out such responsibilities incident
to his position as may be determined from time to time by the Board, which shall
be consistent with the duties and responsibilities customarily performed by
persons in a similar executive capacity. The Executive shall devote
substantially all of his business time, attention and skill to the performance
of such duties and responsibilities, and shall use his reasonable best efforts
to promote the interests of the Company. The Executive shall have all authority
commensurate with such position, including, without limitation, authority for
decisions on hiring and terminations of Company personnel. All other executive
1687106
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Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – case of bonds or other
securities, 3% of the aggregate principal amount thereof issued and outstanding.
"Competing Enterprise" shall mean and be limited to the following entities,
including successors thereto: Albertson's Inc ., American Retail Group, Inc.,
Carrefour sa, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co.,
_____________
dt 1476278
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies, Inc. – aggregate principal amount thereof issued and outstanding.
"Competing Enterprise" shall mean and be limited to the following entities,
including successors thereto: Albertson's Inc., American Retail Group, Inc.,
Carrefour sa, Fleming Companies, Inc. , Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506934
;
Home Depot
As referenced in this Employment Agreement:
Home Depot,
Inc – Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc ., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc.
(c) Nonsolicitation. By and in consideration of the
substantial compensation and benefits to be provided by the
_____________
dt 1412306
;
|
Safeway
As referenced in this Employment Agreement:
Safeway, Inc – entities,
including successors thereto: Albertson's Inc., American Retail Group, Inc.,
Carrefour sa, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc ., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc.
(c) Nonsolicitation.
_____________
dt 1515639
;
More... |
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| 2002 |
Employment Agreement
Employment Agreement (55K)
Doc #1687123: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of April 9, 2002 (the
"Effective Date") by and between Kmart Corporation, a Michigan corporation
(together with its successors and assigns permitted under this Agreement, the
"Company"), and Julian Day (the "Executive").
WHEREAS, the Company desires to provide for the employment of the
Executive on the terms and conditions set forth herein, in the best interest of
the Company and its constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's employment
with the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions.
(a) "Base Salary" shall mean the salary granted to
the Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean (i) the Executive is convicted
of a felony involving moral turpitude or any other felony (other than motor
vehicle-related) and, in the case of such other felony, the Executive is unable
to show that he (A) acted in good faith and in a matter he reasonably believed
to be in the best interests of the Company and (B) had no reasonable cause to
believe his conduct was unlawful; or (ii) the Executive engages in conduct that
constitutes willful gross neglect or willful misconduct in carrying out his
duties under this Agreement, resulting, in either case, in material harm to the
Company, unless the Executive believed in good faith that such act or nonact was
in, or was not opposed to, the best interests of the Company.
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Board or any other committee of the Board performing
similar functions.
(e) "Constructive Termination" by the Executive shall
mean termination based on the occurrence without the Executive's express consent
of any of the following: (i) a material diminution or adverse change in the
Executive's responsibilities, duties, authorities or any reduction in title,
other than for Cause or Disability; (ii) a reduction in the Executive's Base
Salary or Target Bonus (as defined in Section 6) other than for Cause or
Disability and other than
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<PAGE>
as part of an across-the-board salary reduction generally imposed on executives
of the Company; (iii) the relocation of the Company's principal office to a
location more than 35 miles from Troy, Michigan; or (iv) the failure of the
Company to obtain the assumption in writing of its obligation to perform this
Agreement by any successor to all or substantially all of the assets of the
Company on or prior to a merger, consolidation, sale or similar transaction. The
Executive shall further be required to comply with the provisions of Section
11(d)(i) of this Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's inability
to substantially perform his duties and responsibilities under this Agreement by
reason of any physical or mental incapacity for a period of 180 consecutive
days.
(g) "Emergence" shall occur when a plan of
reorganization that is confirmed by the Bankruptcy Court becomes effective or
the Company otherwise emerges from Chapter 11, as a result of which the business
of the Company is maintained on an ongoing basis, whether maintained by the
Company, the debtor in possession or by an entity that has acquired all or
substantially all of the Company's or debtor in possession's assets.
(h) "KERP" shall mean the Company's Key Employee
Retention Plan, as in effect from time to time, any successor thereto, or such
other emergence bonus program as may be approved by the Bankruptcy Court.
(i) "Restructuring Date" shall mean the date on which
any Emergence occurs.
2. Term of Employment. Subject to Section 11, the Company
hereby employs the Executive, and the Executive hereby accepts such employment,
for the period commencing on the Effective Date and ending on April 30, 2004
(the "Term of Employment"); provided, however, that the Term of Employment shall
be automatically extended for an additional year on each anniversary of the
Effective Date thereafter, unless written notice of non-extension is provided by
either Party to the other Party at least 30 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed and serve as the President and Chief Operating Officer of the
Company (or such other position or positions as may be agreed upon in writing by
the Executive and the Company) and be responsible for the management of the
affairs of the Company as directed by the Board and/or the Chief Executive
Officer ("CEO") consistent with such position. The Executive shall devote
substantially all of his business time, attention and skill to the performance
of such duties and responsibilities, and shall use his best efforts to promote
the interests of the Company. The Executive shall have all authority
commensurate with such position. The Executive shall not, without the prior
written approval of the Board, engage in any other business activity which is in
violation of policies established from time to time by the Company.
(b) Anything herein to the contrary notwithstanding,
nothing shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other
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<PAGE>
corporations or the boards of a reasonable number of trade associations and/or
charitable organizations (subject to th
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