{"id":38901,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-albertson-s-inc-and-felicia-denault.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-albertson-s-inc-and-felicia-denault","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-albertson-s-inc-and-felicia-denault.html","title":{"rendered":"Employment Agreement &#8211; Albertson&#8217;s Inc. and Felicia Denault"},"content":{"rendered":"<pre>\n                                       August 6, 2001\n\n\nMs. Felicia Denault Thornton\n2546 Manhattan Avenue\nHermosa Beach, California  90254\n\nDear Felicia:\n\nI am pleased to confirm my verbal offer of  employment  for the \nposition of Executive Vice President and Chief Financial Officer (CFO) \nfor Albertson's, Inc. (the  \"Company\").  In this  assignment,  you \nwill  report  directly  to me. Your employment  with the Company  will  \ncommence on August 22, 2001 (the  \"Effective Date\").\n\nYour  initial  base salary  (\"Base  Salary\")  will be  $540,000  per \nannum, payable  in  accordance  with  the  Company's   policies  \nrelating  to  salaried employees.  Your  Base  Salary  may be  \nincreased  (but  not  decreased)  by the Compensation   Committee   \nof  the  Board  of  Directors  of  the  Company  (the \"Compensation \nCommittee\") in its sole discretion.\n\nOn the Effective Date, the Company shall pay to you an amount in cash \nequal to $250,000 as a signing bonus, less applicable tax withholding.\n\nCommencing with the fiscal year of the Company (\"Fiscal Year\") in which \nthe Effective  Date occurs,  you will have the  opportunity to earn a \nbonus for each Fiscal Year as recommended by the Compensation  \nCommittee in accordance with the Company's  annual bonus plan  \napplicable to the Company's  senior  officers (the \"Annual  Bonus  \nPlan\").  The  amount of each  annual  bonus  shall be set by the\nCompensation  Committee  and  shall be equal to  seventy  percent  \n(70%) of Base Salary if the applicable  \"target\"  performance  goals \n(as defined in the Annual Bonus Plan for such  period) are met (the  \n\"Target  Bonus\") and shall not exceed one hundred five percent (105%) \nof Base Salary. The criteria for determining the amount of any Target  \nBonus and the bases upon which such Target  Bonus shall be payable  \nshall be no less  favorable  to you than  those  used for other  \nsenior executives of the Company,  such criteria and bases to be \ndetermined in the sole discretion of the Compensation Committee.\n\nAs of the Effective  Date,  you will be granted 60,000 shares of \ndeferrable restricted  stock  units of the  Company  (\"Restricted  \nStock  Unit  Award\")  in accordance  with the form of grant used by \nthe  Company  for grants  made to its senior executive officers;  \nprovided that the provisions of such grant shall not be inconsistent \nwith, or provide for additional obligations upon you beyond, the\nterms of this letter  agreement,  and shall be subject to  reasonable  \nreview by\n\n\n\n\n\nMs. Felicia Denault Thornton\nAugust 6, 2001\nPage 2\n\nyour  counsel.  Such grant shall provide that 12,000 of such units shall vest on\nthe  Effective  Date,  and 12,000 of such units shall vest on each of the first,\nsecond,  third and fourth  anniversaries of the Effective Date; provided in each\ncase that you have been  continuously  employed as a senior  executive  with the\nCompany from the Effective Date through the applicable  vesting date,  except as\notherwise  provided in this letter  agreement and in such deferrable  restricted\nstock unit  agreement.  To the extent that  dividends are paid on Company common\nstock after the  Effective  Date and prior to the date that the  Company  common\nstock  that is subject to a  Restricted  Stock Unit Award is issued to you,  you\nshall be entitled to receive a cash payment in an amount equal to the  dividends\nyou would have been  entitled to receive had you been the owner of such unissued\nshares on the date such  dividends are paid.  Such cash payment shall be made at\nthe same time payment of  dividends  are made to other  shareholders  of Company\ncommon stock.\n\n     As of the Effective Date, you will be granted an option (\"Initial  Option\")\nto  purchase  200,000  shares  of  common  stock of the  Company  at a per share\nexercise price equal to the fair market value of the common stock of the Company\non the Effective  Date in accordance  with the form of grant used by the Company\nfor grants made to its senior executive  officers;  provided that the provisions\nof such  grant  shall  not be  inconsistent  with,  or  provide  for  additional\nobligations upon you beyond,  the terms of this letter  agreement,  and shall be\nsubject to reasonable  review by your  counsel.  Such grant will vest and become\nexercisable in annual  installments  at the rate of 40,000 shares on each of the\nfirst,  second,  third,  fourth,  and fifth  anniversaries of the Effective Date\n(each such installment, an \"Initial Option Installment\");  provided in each case\nthat you have been continuously  employed as a senior executive with the Company\nfrom the Effective Date through the applicable vesting date, except as otherwise\nprovided in this letter agreement and in such stock option grant agreement.\n\n     You will be  entitled  to  receive  additional  grants of stock  options to\npurchase  shares of common stock of the Company from time to time as recommended\nby the Compensation  Committee in its sole  discretion;  provided that not later\nthan December 31, 2001, the  Compensation  Committee will grant to you an option\nto  purchase  shares of Company  common  stock  which has a value equal to three\nmillion  dollars  ($3,000,000),  the number of shares of which shall be equal to\nthree  million  dollars  ($3,000,000)  divided  by the  closing  New York  Stock\nExchange price of the Company's  stock on the date of such grant (which would be\napproximately  100,000 shares based on the current stock price),  and vesting at\nthe rate of twenty  percent  (20%) of the total  shares  granted  on each of the\nfirst,  second,  third, fourth and fifth anniversaries of the date of such grant\n(the \"First  Additional  Option\").  The First Additional Option grant will be in\nthe same form as the Initial Option.  Subsequent  annual option awards otherwise\nshall be subject to the terms and conditions as generally apply to stock options\ngranted to other senior  executive  officers who  participate  in the  Company's\nequity incentive plans.\n\n     The Company will also provide  reimbursement for reasonable legal and other\nprofessional  fees and expenses you incur in connection with the negotiation and\npreparation  of this letter  agreement.  The  Company  will  maintain,  for your\n\n\n\n\n\nMs. Felicia Denault Thornton\nAugust 6, 2001\nPage 3\n\nbenefit, officer liability insurance in a form it maintains for its other senior\nexecutive officers.  You will be indemnified by the Company against liability as\nan officer of the Company and any  subsidiary or affiliate of the Company to the\nsame extent as the Company's  other senior  executive  officers.  Your rights to\nsuch  indemnification  and insurance will continue so long as you may be subject\nto liability, whether or not your employment may have terminated prior thereto.\n\n     You will be provided with four (4) weeks of paid vacation per year and sick\nleave  and paid  holidays  in  accordance  with the  Company's  standard  policy\nregarding these benefits for senior executive officers of the Company.\n\n     You will also be  eligible  to  participate  in each  fringe,  welfare  and\npension benefit and incentive  programs adopted from time to time by the Company\nfor the benefit of, and which  generally  apply to, its highest  level of senior\nexecutive  offers from time to time,  including the Company's  401(k) and profit\nsharing plans.\n\n     The Company will reimburse you in accordance with the Company's  relocation\npolicy  provided  under its \"Full  Service  Move  Program  for Senior  Executive\nOfficers\" (the \"Relocation  Program\"),  a copy of which has been provided to you\npreviously,  in connection with your relocation to Boise, Idaho. Pursuant to the\nRelocation Program, you will be entitled to a \"gross-up\" payment with respect to\nthose  reimbursement  payments  described in the Relocation Program in an amount\nsuch that, after payment of all applicable taxes on such reimbursement  payments\nand  \"gross-up\"  payment,  you  retain  an  amount  equal to the  amount of such\nreimbursement payments.\n\n     In the event of your  termination  of  employment  for any  reason,  within\nthirty (30) days  following  the date of  termination,  you shall be entitled to\nreceive (\"Accrued Obligations\"):\n\n     (a)  Any earned, but unpaid, Base Salary;\n\n     (b)  Any earned, but unpaid,  bonus for any Fiscal Year that ended prior to\n          the Fiscal Year in which the date of termination occurs;\n\n     (c)  The cash equivalent of any accrued, but unused, vacation; and\n\n     (d)  Any accrued employee benefits,  subject to the terms of the applicable\n          employee benefit plans.\n\n     In the event that your  employment  is  terminated  by the Company  without\nCause (as  defined in Exhibit  \"A\"  hereto) or you  voluntarily  terminate  your\nemployment for Good Reason (as defined in Exhibit \"A\" hereto), you shall receive\nthe following severance benefits, in addition to the Accrued Obligations:\n\n\n\n\n\nMs. Felicia Denault Thornton\nAugust 6, 2001\nPage 4\n\n\n     (a)  Severance payments and continuation of benefits as follows:\n\n          (i)  For  any  such  termination  which  occurs  prior  to  the  first\n               anniversary  of the  Effective  Date, a lump sum payment equal to\n               three (3) times the sum of Base  Salary  and  Target  Bonus,  and\n               continued  participation in the Company's  welfare benefit plans,\n               fringe   benefits,   and  employee   perquisites   for  a  period\n               (\"Continuation  Period\")  of  three  (3)  years  (which  shall be\n               concurrent  with any  health  care  continuation  benefits  under\n               COBRA);\n\n          (ii) For any such termination which occurs after the first anniversary\n               of the Effective Date but prior to the second  anniversary of the\n               Effective Date, a lump sum payment equal to two (2) times the sum\n               of Base Salary and Target Bonus,  and continued  participation in\n               the  Company's  welfare  benefit  plans,  fringe  benefits,   and\n               employee  perquisites for a Continuation  Period of two (2) years\n               (which  shall be  concurrent  with any health  care  continuation\n               benefits under COBRA); and\n\n          (iii)For  any  such   termination   which   occurs  after  the  second\n               anniversary  of the  Effective  Date, a lump sum payment equal to\n               one (1)  times  the sum of Base  Salary  and  Target  Bonus,  and\n               continued  participation in the Company's  welfare benefit plans,\n               fringe  benefits,  and employee  perquisites  for a  Continuation\n               Period of one (1) year (which shall be concurrent with any health\n               care continuation benefits under COBRA).\n\n     (b)  For any such termination,  you shall be entitled to receive a pro-rata\n          portion of the  amount due to you under the Annual  Bonus Plan for the\n          fiscal  year in which the date of  termination  occurs,  which  amount\n          shall be payable at the time of payment of bonuses  under such plan to\n          senior executives of the Company;\n\n     (c)  You shall be deemed to have earned vesting  service under all unvested\n          outstanding  stock  options and all  unvested  outstanding  restricted\n          stock equal to the applicable  Continuation  Period under subparagraph\n          (a) above  effective  upon a termination  of  employment.  All of your\n          outstanding  vested options to purchase  Company  common stock,  after\n          giving  affect to additional  vesting  under the  preceding  sentence,\n          shall  remain  exercisable  for  ninety  (90)  days  from  the date of\n          termination;\n\n     (d)  Any vested  Restricted Stock Unit Awards and restricted  stock,  after\n          giving affect to  additional  vesting  under  subparagraph  (c) above,\n          shall become nonforfeitable; and\n\n\n\n\n\nMs. Felicia Denault Thornton\nAugust 6, 2001\nPage 5\n\n\n     (e)  You,  to the  extent  determined  to be  nondiscriminatory  under  the\n          Company's  qualified employee benefit plans, shall become fully vested\n          in your benefits  under such plans,  and you shall become fully vested\n          with respect to any of the  Company's  non-qualified  benefit plans in\n          which you are a participant.\n\n     In the event of a termination  of your  employment  due to your death,  you\nshall receive:  (a) the Accrued  Obligations,  (b) all options to purchase stock\nshall be  exercisable  by your legal  representatives  and become  vested to the\nextent and in the manner prescribed under the option plan pursuant to which such\noptions were granted,  and (c) all restricted  stock units and restricted  stock\ngranted by the Company to you prior to your death shall  become  vested and paid\nto the extent and in the manner  prescribed  in the plan  pursuant to which such\nunits or stock were awarded.\n\n     If a Change in Control  shall occur while you are  employed by the Company,\nyou will be entitled to the following:\n\n     (a)  All of your outstanding options to purchase Company common stock shall\n          become  fully  vested  and  shall  be  exercisable  until  the date of\n          expiration  of the  full  stated  term  of the  option  in the  manner\n          prescribed  in the plan  pursuant to which such options were  awarded;\n          and\n\n     (b)  Any  Restricted  Stock  Unit  Awards  and  restricted  stock  that are\n          unvested  shall become fully vested and  nonforfeitable  in the manner\n          prescribed  in the plan  pursuant  to which  such  units or stock were\n          awarded.\n\n     \"Change in Control\"  shall have the  meaning set forth in the  Albertson's,\nInc.  1995  Stock-Based  Incentive  Plan in  effect  on the date  hereof,  or as\nhereafter may be modified in a manner more favorable to you.\n\n     If the  aggregate of all payments or benefits made or provided to you under\nthis letter agreement and under all other plans and programs of the Company (the\n\"Aggregate  Payment\") is determined to constitute a parachute  payment,  as such\nterm is defined in Section 280G(b)(2) of the Code, the Company shall pay to you,\nprior to or  coincident  with the time any excise tax imposed by Section 4999 of\nthe Code (the \"Excise Tax\") is payable with respect to such  Aggregate  Payment,\nan additional amount that, after the imposition of all penalties, income, excise\nand other  federal,  state and local taxes  thereon,  is equal to the sum of the\nExcise Tax on the  Aggregate  Payment and  interest and  penalties  imposed with\nrespect to the Excise Tax and such additional amount (\"Additional  Amount\"). The\ndetermination of whether the Aggregate  Payment  constitutes a Parachute Payment\nand,  if so, the amount to be paid to you and the time of  payment  pursuant  to\nthis paragraph shall be made by an independent  auditor (the \"Auditor\")  jointly\nselected by the Company and you and paid by the Company.  If the Company and you\ncannot agree on the firm to serve as the Auditor, then the Company and you shall\n\n\n\n\n\nMs. Felicia Denault Thornton\nAugust 6, 2001\nPage 6\n\n\neach select one  accounting  firm and those two firms shall  jointly  select the\naccounting firm to serve as the Auditor.  Notwithstanding the foregoing,  in the\nevent that the amount of your Excise Tax liability is subsequently determined to\nbe  greater  than the  Excise  Tax  liability  with  respect to which an initial\nAdditional  Amount has been paid to you under this paragraph,  the Company shall\npay to you a further  Additional  Amount with respect to such additional  Excise\nTax (and any  interest  and  penalties  thereon)  at the time and in the  amount\ndetermined in the same manner as the initial Additional Amount was determined so\nas to make you whole,  on an  after-tax  basis,  with respect to such Excise Tax\n(and any interest and penalties  thereon) and such additional amount paid by the\nCompany.  In the event the amount of your Excise Tax  liability is  subsequently\ndetermined  to be less than the Excise Tax  liability  with  respect to which an\ninitial  payment to you has been made, you shall, as soon as practical after the\ndetermination  is made, pay to the Company the amount of the  overpayment by the\nCompany, reduced by the amount of any relevant taxes already paid by you and not\nrefundable,  all as  determined  by the  Auditor.  The  Company  and  you  shall\ncooperate with each other in connection with any proceeding or claim relating to\nthe existence or amount of liability  for Excise Tax, and all expenses  incurred\nby you in connection therewith shall be paid by the Company promptly upon notice\nof demand from you.\n\n     This letter shall not be construed to create an employment  contract of any\nkind,  express  or  implied,  and your  employment  status  shall be and  remain\n\"employment at will\";  provided,  however,  that upon  termination  you shall be\nentitled to the benefits as set forth in this letter.\n\n     As a condition to receipt of any severance  payments or continued  benefits\nunder this  letter upon your  termination  for any  reason,  you will  execute a\nrelease agreement reasonably  satisfactory to Albertson's  releasing any and all\nclaims arising out of your employment with the Company.\n\n     In the event of any conflict between the terms of this letter agreement and\nthe terms of any other agreement,  award or arrangement contemplated hereby, the\nterms of this letter agreement shall control.\n\n     If the terms outlined above reflect your understanding of our offer and you\naccept  employment  based on these terms,  please  indicate  your  acceptance by\nsigning  the two  original  letters  provided.  Please  keep one letter for your\nrecords and return the other to me.\n\n\n\n\n\nMs. Felicia Denault Thornton\nAugust 6, 2001\nPage 7\n\n\n     Felicia,  we are extremely  pleased to have you join the Albertson's  team,\nand I look  forward  with great  pleasure  to our  association  with you in this\nimportant role at Albertson's.  I anticipate benefiting from your expertise, and\nI believe  you will help us  establish  a winning  formula  for  success  in the\nfuture.\n\n                                       Sincerely,\n\n\n                                       \/s\/  Lawrence R. Johnston\n                                            -------------------------\n                                            Lawrence R. Johnston,\n                                            Chief Executive Officer\n\nAccepted and agreed to this\n6th day of August, 2001\n\n\n\n\n\/s\/  Felicia Denault Thornton\n     ---------------------------\n     Felicia Denault Thornton\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nMs. Felicia Denault Thornton\nAugust 6, 2001\nPage 8\n\n\n\n                                    EXHIBIT A\n\n\n     \"Cause\" means the occurrence of any one or more of the following:\n\n     (a)  That you have been  convicted  of, or plead guilty or nolo  contendere\n          to, a felony involving theft or moral turpitude; or\n\n     (b)  That you have engaged in conduct  that  constitutes  gross  neglect or\n          willful gross misconduct  (including  misappropriation or embezzlement\n          of  property  of,  or  fraud  with  respect  to,  the  Company  or its\n          subsidiaries  or their  affiliates)  with  respect to your  employment\n          duties which results in material and demonstrable harm to the Company;\n          provided,  however,  that for purposes of determining  whether conduct\n          constitutes  willful  gross  misconduct,  no act on your part shall be\n          considered \"willful\" unless it is done by you in bad faith and without\n          reasonable  belief that your action was in the best  interests  of the\n          Company.\n\n     Notwithstanding   the  foregoing,   the  Company  may  not  terminate  your\nemployment  for Cause unless (i) a  determination  that Cause exists is made and\napproved  by a  majority  of the  Board,  (ii)  you are  given at least 15 days'\nwritten  notice of the Board meeting  called to make such  determination  and an\nopportunity  to cure  during such  notice  period,  and (iii) you and your legal\ncounsel are given the opportunity to address such meeting.\n\n     \"Good  Reason\" means the  occurrence  of any one or more of the  following,\nunless you have expressly consented in writing thereto:\n\n     (a)  The assignment to you of duties  inconsistent in any material  respect\n          with your position (including status,  offices,  titles, and reporting\n          relationships),  authority, duties or responsibilities as contemplated\n          hereunder,  or any other  action by the  Company  which  results  in a\n          significant  diminution  in  such  position,   authority,   duties  or\n          responsibilities,  excluding any isolated and  inadvertent  action not\n          taken in bad faith and which is remedied by the Company within fifteen\n          (15) days after receipt of notice thereof given by you;\n\n     (b)  Any  failure  by the  Company  to  comply  with  any  of the  material\n          provisions  of  this  letter  agreement  other  than an  isolated  and\n          inadvertent  failure not  committed in bad faith and which is remedied\n          by the  Company  within  fifteen  (15) days  after  receipt  of notice\n          thereof given by you; and\n\n     (c)  Your being  required to relocate  to a principal  place of  employment\n          more than  fifty  (50)  miles  from your  current  principal  place of\n          employment as of the Effective Date.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6612],"corporate_contracts_industries":[9499],"corporate_contracts_types":[9539,9544],"class_list":["post-38901","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-albertsons-inc","corporate_contracts_industries-retail__food","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38901","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=38901"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38901"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38901"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38901"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}