OFFER FOR COMPENSATION
BILL DOWD
PRESIDENT & CHIEF OPERATING OFFICER
FLEMING COMPANIES, INC.
1. Salary: $475,000
2. Bonus Potential: $356,250 (Same formula calculations as other
executive officers.)
3. 1995 Bonus: Will receive proportionate amount that other
executive officers would receive based on EVA
calculations for year end results 1995, payable
following board meeting in February, 1996.
4. Stock Options: 20,000 time vested shares, 40,000 performance
shares, 16,000 restricted shares.
5. Deluxe Cadillac - grade up from vehicles given to executive vice
presidents.
6. Country Club membership - social membership only.
7. Relocation: Fleming will reimburse Cott for an equal amount to
what they paid to cover the sale and closing on
his house.
Pay moving costs.
Up to 2% of Oklahoma City home value for closing.
Temporary living in a company provided apartment.
8. Employment Agreement which takes effect in the event of a change in
control.
9. Severance Agreement - if terminated for any reason other than cause,
pay one year's salary.
10. Health coverage - company to pay COBRA premium for two months.
11. Retirement/SERP (see attached)
Age: 53
Est. Soc. Sec. $15,310
Years to retire: 12
Qualified Annual Pension at age 65 $26,938
Target Total Pension $260,000
Fleming Pension (26,938)
Primary & Spousal Soc. Sec. (22,965)
Kraft Retirement (50,000)
$160,097
Round to: $162,000
Payable as Follows:
Year Age at Retirement Annual SERP Payments
After year 1 54 0
2 55 0
3 56 0
4 57 0
5 58 0
6 59 $81,000
7 60 94,500
8 61 108,000
9 62 121,500
10 63 135,000
11 64 148,500
12 65 162,000
Agreed to and accepted this 7th day of July, 1995
Fleming Companies, Inc.
ROBERT E. STAUTH BILL DOWD
By: Robert E. Stauth Bill Dowd
Chairman and CEO