{"id":38430,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-operating-performance-bonus-plan-for-executive-officers.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-operating-performance-bonus-plan-for-executive-officers","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-operating-performance-bonus-plan-for-executive-officers.html","title":{"rendered":"2001 Operating Performance Bonus Plan for Executive Officers &#8211; Safeway Inc."},"content":{"rendered":"<pre>\n                     THE 2001 AMENDED AND RESTATED OPERATING\n                             PERFORMANCE BONUS PLAN\n                     FOR EXECUTIVE OFFICERS OF SAFEWAY INC.\n\n\nSafeway Inc., a Delaware corporation (the \"Company\"), previously \nadopted The Operating Performance Bonus Plan for Executive Officers of \nSafeway Inc. (the \"Plan\"). The objectives of the Plan are to motivate \nand reward executives to produce results that increase stockholder \nvalue and to encourage individual and team behavior that helps the \nCompany achieve both short and long-term corporate objectives.\n\nUnder the terms of the Plan, the Board of Directors of the Company \n(the \"Board\") reserved the right to amend the Plan. The Board of \nDirectors of the Company has adopted this amendment and restatement of \nthe Plan, effective with respect to bonuses for fiscal years beginning \non or after December 31, 2000, subject to approval of this amendment \nand restatement of the Plan by the\nstockholders of the Company.\n\nARTICLE I.\n\n                                   DEFINITIONS\n\nSection 1.1 - Base Compensation. \"Base Compensation\" shall mean the\nParticipant's regular weekly base salary rate, excluding moving \nexpenses, bonus pay and other payments which are not considered part \nof regular weekly salary rate, multiplied by the number of weeks the \nParticipant is eligible, including up to six weeks of Paid Leave of \nAbsence. Any changes in the Participant's regular weekly base salary \nrate effected during the fiscal year of the Company shall be taken \ninto account, on a proportionate basis, in computing any bonus award \nfor the fiscal year.\n\nSection 1.2 - Paid Leave of Absence. \"Paid Leave of Absence\" shall \nmean a period of time during which a Participant performs no duties \ndue to an illness, incapacity (including disability), layoff, jury \nduty, military duty or a leave of absence for which the Participant is \nso paid or so entitled to payment by the Company, whether direct or \nindirect, but excluding vacation time.\n\nSection 1.3 - Participant. \"Participant\" shall mean the Company's Chief\nExecutive Officer (\"CEO\") and any other Executive Officer (including \nthe Senior Vice President - Supply). \"Executive Officer\" shall mean \nany officer of the Company subject to Section 16(a) of the Securities \nExchange Act of 1934, as amended..\n\n                                  ARTICLE II.\n\n                                  BONUS AWARDS\n\nSection 2.1 - CEO. The CEO is eligible for a bonus award under this \nSection 2.1. For each fiscal year of the Company, the Section 162(m) \nCommittee of the Board (the \"Committee\") shall establish an objectively \ndeterminable performance target under this Section 2.1, which shall \ninclude one or more of the following components of overall Company \n   2\n\nperformance: (i) identical store sales, (ii) operating profit, and (iii)\nworking capital, in each case as determined in accordance with the Company's\naccounting practices, as in effect on the first day of such fiscal year, and\nwhich may also provide for adjustments in accordance with Section 2.4.\nAchievement of specified levels above the performance target will result in a\nbonus award to the CEO not to exceed a percentage of Base Compensation\ndetermined by the Committee, up to a maximum bonus award of $3.0 million, paid\nin accordance with Article III. The Committee shall establish such specified\nlevels above the performance target and the bonus award to be paid at each such\nspecified level. Prior to the payment of a bonus award, the Committee shall\ncertify in writing the level of performance attained by the Company for the\nfiscal year to which such bonus award relates.\n\n     Section 2.2 - Executive Officers. Each Executive Officer (including the\nSenior Vice President - Supply, but excluding the CEO) is eligible for a bonus\naward under this Section 2.2. Achievement of specified levels above the\nperformance target described under Section 2.1 will result in a bonus award to\nan Executive Officer not to exceed a percentage of such Executive Officer's Base\nCompensation determined by the Committee, up to a maximum bonus award of $1.5\nmillion, paid in accordance with Article III. For each Executive Officer, the\nCommittee shall establish such specified levels above the performance target and\nthe bonus award to be paid at each such specified level. At the discretion of\nthe Committee, however, the Committee may reduce the bonus amount payable to any\nExecutive Officer. Prior to the payment of a bonus award, the Committee shall\ncertify in writing the level of performance attained by the Company for the\nfiscal year to which such bonus award relates.\n\n     Section 2.3 - Senior Vice President - Supply. The Senior Vice President -\nSupply is eligible for a bonus award under this Section 2.3. For each fiscal\nyear of the Company, the Committee shall establish an objectively determinable\nperformance target under this Section 2.3, which shall include one or more of\nthe following components of performance for the Supply Division: (i) Supply\nDivision operating income, (ii) plant performance, (iii) third party sales\nincome contribution, (iv) working capital, and (v) identical store sales, in\neach case as determined in accordance with the Company's accounting practices,\nas in effect on the first day of such fiscal year, and which may also provide\nfor adjustments in accordance with Section 2.4. Achievement of specified levels\nabove the performance target will result in a bonus award not to exceed a\npercentage of Base Compensation determined by the Committee, up to a maximum\nbonus award of $550,000, paid in accordance with Article III. The Committee\nshall establish such specified levels above the performance target and the bonus\naward to be paid at each such specified level. Prior to the payment of a bonus\naward, the Committee shall certify in writing the level of performance attained\nby the Supply Division for the fiscal year to which such bonus award relates.\n\n     Section 2.4 - Adjustments to Performance Components. For each fiscal year\nof the Company, the Committee may provide for objectively determinable\nadjustments, as determined in accordance with generally accepted accounting\nprinciples (\"GAAP\"), to any of the performance components under Section 2.1, 2.3\nor 5.3 for one or more of the items of gain, loss, profit or expense: (i)\ndetermined to be extraordinary or unusual in nature or infrequent in occurrence,\n(ii) related to the disposal of a segment of a business, (iii) related to a\nchange in accounting principle under GAAP, (iv) related to discontinued\noperations that do not qualify as a segment of a business under GAAP, and (v)\nattributable to the business operations of any entity acquired by the Company\nduring the fiscal year.\n\n                                       2\n   3\n\n                                  ARTICLE III.\n\n                             PAYMENT OF BONUS AWARD\n\n     Section 3.1 - Form of Payment. Each Participant's bonus award may be paid,\nat the option of the Participant, in cash or in stock, or in any combination of\ncash and stock. Stock bonuses shall be paid in accordance with the provisions of\nthe 1999 Amended and Restated Equity Participation Plan of Safeway Inc.\n\n     Section 3.2 - Timing of Payment. Unless otherwise directed by the\nCommittee, each bonus award shall be paid as soon as practicable after the end\nof the fiscal year to which such bonus award relates.\n\n                                  ARTICLE IV.\n\n                                 SECTION 162(m)\n\n     Section 4.1 - Qualified Performance Based Compensation. The Committee, in\nits discretion, may determine whether a bonus award should qualify as\nperformance-based compensation as described in Section 162(m)(4)(C) of the\nInternal Revenue Code of 1986, as amended (the \"Code\") and may take such actions\nwhich it may deem necessary to ensure that such bonus award will so qualify.\n\n     Section 4.2 - Performance Goals. With respect to any bonus award which the\nCommittee determines should qualify as performance-based compensation, any of\nthe performance targets described in Sections 2.1 and 2.3, if applicable to such\nbonus award, shall be established in writing before the first day of the fiscal\nyear to which such bonus award relates; provided, however, that, to the extent\npermitted under Section 162(m)(4)(C) of the Code and the Treasury Regulations\nthereunder, such performance targets may be established in writing by the\nCommittee not later than 90 days after the commencement of the period of service\nto which the performance targets relate, provided that the outcome is\nsubstantially uncertain at the time the Committee actually establishes the\nperformance targets; and, provided, further, that in no event shall the\nperformance targets be established after 25% of the period of service (as\nscheduled in good faith at the time the performance targets are established) has\nelapsed.\n\n                                   ARTICLE V.\n\n               TRANSFERS, TERMINATIONS AND NEW EXECUTIVE OFFICERS\n\n     Section 5.1 - Transfers. For a Participant who is transferred from one\nExecutive Officer position to another during a fiscal year, the bonus award for\nthe fiscal year will be the sum of the pro-rata bonus awards calculated for each\nposition.\n\n     Section 5.2 - Terminations. Except as provided in Section 5.1 or as\notherwise provided by the Committee, a Participant who, whether voluntarily or\ninvoluntarily, is terminated, demoted, transferred or otherwise ceases to be an\nExecutive Officer at any time during a fiscal year shall not be eligible to\nreceive a partial fiscal year bonus award, except when the reason for leaving\nthe position is for reason of health or retirement; provided, however, that \n\n                                       3\n   4\nwith respect to a Participant who leaves for reason of health or retirement, the\nCommittee may determine that such Participant shall not receive a partial fiscal\nyear bonus award.\n\n     Section 5.3 - New Executive Officers. A Participant who is transferred from\na non-Executive Officer position to an Executive Officer position during a\nfiscal year, or who commences employment with the Company in an Executive\nOfficer position during a fiscal year, shall be eligible for a bonus award for\nsuch fiscal year in accordance with Article II, unless the Committee determines,\non the basis that the performance targets established under Article II are no\nlonger substantially uncertain or otherwise, that such Participant shall be\neligible for a bonus award for such fiscal year under this Section 5.3. In the\nevent a Participant is eligible for a bonus award under this Section 5.3, for\nsuch fiscal year, the Committee shall establish an objectively determinable\nperformance target under this Section 5.3, which shall relate to such\nParticipant's period of service as an Executive Officer during such fiscal year,\nand which shall include one or more of the performance components specified in\nSection 2.1 (and, if such a Participant is the Senior Vice President - Supply,\none or more of the performance components under Section 2.3) and may also\nprovide for adjustments in accordance with Section 2.4. Achievement of specified\nlevels above the performance target will result in a bonus award to such\nParticipant not to exceed a percentage of Base Compensation determined by the\nCommittee, up to a maximum bonus award of $3.0 million (in the case of the CEO)\nor $1.5 million (in the case of any Executive Officer other than the CEO), paid\nin accordance with Article III. The Committee shall establish such specified\nlevels above the performance target and the bonus award to be paid at each such\nspecified level. At the discretion of the Committee, however, the Committee may\nreduce the bonus payable to any such Participant (other than the CEO). Prior to\nthe payment of a bonus award, the Committee shall certify in writing the level\nof performance attained by the Company for the fiscal year to which such bonus\naward relates. With respect to any bonus award under this Section 5.3 which the\nCommittee determines should qualify as performance-based compensation, any of\nthe performance targets described in this Section 5.3, if applicable to such\nbonus award, shall be established in writing before the first day of such\nParticipant's employment in an Executive Officer position during the fiscal year\nto which such bonus relates; provided, however, that, to the extent permitted\nunder Section 162(m)(4)(C) of the Code and the Treasury Regulations thereunder,\nsuch performance targets may be established in writing by the Committee after\nthe commencement of the period of service to which the performance targets\nrelate, provided that the outcome is substantially uncertain at the time the\nCommittee actually establishes the performance targets; and, provided, further,\nthat in no event shall the performance targets be established after 25% of the\nperiod of service (as scheduled in good faith at the time the performance\ntargets are established) has been established.\n\n                                  ARTICLE VI.\n\n                                 ADMINISTRATION\n\n     Section 6.1 - Committee\n\n     (a) The Committee shall consist of at least two persons appointed by and\nholding office at the pleasure of the Board.\n\n                                       4\n   5\n\n     (b) Appointment of Committee members shall be effective upon acceptance of\nappointment. Committee members may resign at any time by delivering written\nnotice to the Board. Vacancies in the Committee shall be filled by the Board.\n\n     Section 6.2 - Duties and Powers of Committee. It shall be the duty of the\nCommittee to conduct the general administration of the Plan in accordance with\nits provisions. The Committee shall have the power to interpret the Plan, and to\nadopt such rules for the administration, interpretation and application of the\nPlan as are consistent therewith and to interpret, amend or revoke any such\nrules. In its absolute discretion, the Board may at any time and from time to\ntime exercise any and all rights and duties of the Committee under the Plan\nexcept with respect to matters which under Section 162(m) of the Code are\nrequired to be determined in the sole and absolute discretion of the Committee.\n\n     Section 6.3 - Majority Rule. The Committee shall act by a majority of its\nmembers in office. The Committee may act either by vote at a meeting or by a\nmemorandum or other written instrument signed by a majority of the Committee.\n\n                                  ARTICLE VII.\n\n                                OTHER PROVISIONS\n\n     Section 7.1 - Amendment, Suspension or Termination of the Plan. This Plan\ndoes not constitute a promise to pay and may be wholly or partially amended or\notherwise modified, suspended or terminated at any time or from time to time by\nthe Board. However, to the extent required by Section 162(m) with respect to\nbonus awards which the Committee determines should qualify as performance-based\ncompensation as described in Section 162(m)(4)(C) of the Code, no action of the\nBoard may modify the performance targets described in Sections 2.1 and 2.3 if\napplicable to such bonus awards, after the commencement of the year with respect\nto which such bonus awards relate.\n\n     Section 7.2 - Approval of Plan by Stockholders. This amendment and\nrestatement of the Plan shall be submitted for the approval of the Company's\nstockholders at the annual meeting of stockholders to be held in 2001. In the\nevent that this amendment and restatement of the Plan is not so approved, this\namendment and restatement of the Plan shall cease to be effective, and the Plan,\nas in effect prior to this amendment and restatement of the Plan, shall continue\nin accordance with the terms thereof.\n\n                                       5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8740],"corporate_contracts_industries":[9499],"corporate_contracts_types":[9539,9546],"class_list":["post-38430","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-safeway-inc","corporate_contracts_industries-retail__food","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38430","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38430"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38430"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38430"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38430"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}