{"id":39539,"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-safeway-inc-and-vasant-prabhu.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-safeway-inc-and-vasant-prabhu","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-safeway-inc-and-vasant-prabhu.html","title":{"rendered":"Employment Agreement &#8211; Safeway Inc. and Vasant Prabhu"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\nThis EMPLOYMENT AGREEMENT (\"Agreement\") is made and entered into as of\nAugust 14, 2000 by and between Safeway Inc., a Delaware corporation \n(\"Safeway\") and Vasant Prabhu (\"Prabhu\").\n\n\nWHEREAS, Safeway has offered and wishes to employ Prabhu in accordance \nwith the terms of this Agreement; and\n\nWHEREAS, Prabhu wishes to become employed by Safeway in accordance \nwith the terms of this Agreement;\n\nNOW THEREFORE, in consideration of the foregoing and the mutual \ncovenants and conditions set forth herein, the parties agree that \nPrabhu shall be employed by Safeway on the following terms and \nconditions:\n\n1. Position. Prabhu will be employed by Safeway in the position of\nExecutive Vice President, Chief Financial Officer and President,\nE-Commerce.\n\n2. Start Date. Prabhu's employment with Safeway will commence on a date\n(the \"Start Date\") to be mutually agreed upon by the parties, but in \nno event later than September 30, 2000.\n\n3. Term. Prabhu's employment with Safeway shall be for no specific term.\nSubject only to the terms of this Agreement, the employment \nrelationship between Prabhu and Safeway may be terminated by either \nparty at any time, with or without cause and with or without prior \nnotice.\n\n4. Salary. Prabhu's starting annualized base compensation will be \n$500,000, less state and federal tax withholdings and other authorized \ndeductions. He will be eligible for a merit increase review in or \nabout March, 2001 and, thereafter, in accordance with Safeway's normal \nemployment policies and practices.\n\n5. Performance Bonus. Prabhu will be covered by and eligible to \nparticipate in a bonus plan pursuant to which he will be eligible to \nreceive a potential annual performance bonus, payable by the end of \nthe first calendar quarter of the year following the year in which the \nbonus is earned, of up to 125% of his base salary. For services \nrendered during 2000, Prabhu's bonus will not be less than a gross \namount of $325,000.\n\n6. Retention Bonuses. Prabhu will be eligible to receive retention \nbonuses as follows: $250,000 for services rendered during 2000, \npayable by the end of the first calendar quarter of 2001; $250,000 for \nservices rendered during 2001 and $250,000 for \n\n                                                                               1\n\n   2\n\n\nservices rendered during 2002 (for a total of $500,000), payable by\nthe end of the first calendar quarter of 2003; and $ 250,000 for services\nrendered during 2003, payable by the end of the first calendar quarter of 2004;\nprovided, in each case, that Prabhu remains employed by Safeway as of December\n30 of 2000, 2001, 2002 or 2003, as applicable.\n\n7. Signing Bonus. Prabhu will receive a one-time signing bonus in the gross\namount of $325,000, said signing bonus to be paid to Prabhu within ten (10) days\nafter the Start Date.\n\n8. Home Purchase Mortgage Loan. Within sixty (60) days after the Start\nDate, and upon Prabhu's execution of an appropriate Promissory Note, Safeway\nwill loan Prabhu the amount of $1,000,000 to facilitate Prabhu's purchase of a\nresidence in Northern California. Said Promissory Note will be interest free and\nwill be secured by a second deed of trust upon the subject property. This loan\nwill be for a four-year term. Twenty per cent (20%) of the loan amount will be\ndue on September 1, 2001, forty per cent (40%) of the loan amount will be due on\nApril 30, 2003 and the remaining forty per cent (40%) of the loan amount will be\ndue on September 1, 2004. If, at any time prior to the fourth anniversary of the\nStart Date, Prabhu resigns his employment with Safeway, the remaining loan\nbalance shall become due and payable in full within ninety (90) days of such\nresignation.\n\n9. Stock Options. Prabhu will be granted 600,000 Safeway stock options, at the\nstock closing price on the Start Date. These stock options will have a 10-year\nterm and will vest 20% upon each anniversary of the Start Date, provided that\nPrabhu remains employed as of that anniversary date. Prabhu will also be granted\nat least an additional 200,000 Safeway stock options on or before the third\nanniversary of the Start Date, provided that Prabhu remains employed as of that\nanniversary date.\n\n10. Restricted Stock. Prabhu will receive approximately 40,000 shares of\nrestricted stock, which will vest 25 % on December 31, 2000, 25% on January 1,\n2001 and 50% on January 1, 2002, provided that Prabhu remains employed by\nSafeway as of those dates. The actual amount of restricted stock will be\ndetermined by the stock closing price on the Start Date and will be calculated\nso as to provide Prabhu with restricted stock valued at $2,000,000.\n\n11. Benefits. Prabhu and his eligible dependents will be eligible for coverage\nunder Safeway's group health plan upon his Start Date. Prabhu will be eligible\nto participate in the Safeway 401(k) Plan on the first of the month following\nthe month in which he completes thirty (30) days of employment. Prabhu will be\nentitled to all other benefits available to executive employees of Safeway in\naccordance with the normal terms and conditions of the applicable benefit plans.\n\n12. Vacation. Effective immediately upon the Start Date, Prabhu will begin\naccruing paid vacation benefits at the rate of four (4) weeks per year.\n\n                                                                               2\n\n   3\n\n13. Relocation. Prabhu will be eligible to receive Level 1 relocation\nbenefits in accordance with Safeway's Relocation Assistance Policy.\n\n14. Relocation Allowance. In addition to any other relocation benefits available\nto him in accordance with the terms of this Agreement, Prabhu will be granted a\none-time relocation allowance in the gross amount of $25,000, said allowance to\nbe paid to Prabhu within ten (10) days of the Start Date.\n\n15. Termination. \n\n     a. Termination for Cause. Prabhu's rights to receive any salary, bonus\ncompensation and other benefits shall terminate upon termination of his\nemployment by Safeway for Cause. \"Cause\" shall mean any acts or omissions on the\npart of Prabhu involving any or all of the following:\n\n          (i) material dishonesty or misappropriation adversely affecting \nSafeway or its property or funds;\n\n          (ii) misconduct, including but not limited to violation of Safeway's \npolicy against harassment, or reckless or willful destruction of Safeway \nproperty;\n\n          (iii) a breach of any of the covenants set forth in paragraphs 16(a) \nthrough 16(c), below; or\n\n          (iv) illegal, fraudulent or other conduct tending to place Prabhu, or \nSafeway, by reason of its association with him, in disrepute or to subject \nSafeway to financial loss.\n\n     b. Termination without Cause . Subject to the provisions of paragraphs 8\nand 15(d) of this Agreement, Prabhu's employment hereunder may be terminated by\nSafeway without Cause at any time and without prior notice to Prabhu.\n\n     c. Resignation for Good Reason. Prabhu may resign his employment with\nSafeway at any time, provided that such resignation shall be considered to be\nfor Good Reason for purposes of this Agreement if, but only if, one or more of\nthe following conditions occur and such condition(s) is (are) not fully\ncorrected within ten (10) days after written notice from Prabhu to Safeway:\n\n          (i) the assignment to Prabhu of any duties or responsibilities\nmaterially inconsistent with the position of Executive Vice President, Chief\nFinancial Officer and President, E-Commerce; or\n\n          (ii) the failure by Safeway either to pay Prabhu any salary or bonus \ndue hereunder within ten (10) days of the date that such payment is due and\/or \nto provide any employment benefits as required by this Agreement.\n\n                                                                               3\n   4\n\n     d. Payments upon Termination without Cause or Resignation for Good Reason.\n     In the event that Prabhu's employment with Safeway is terminated by Safeway\nwithout Cause pursuant to paragraph 15(b), above, or by Prabhu as the result of\na resignation for Good Reason pursuant to paragraph 15(c), above, then Prabhu\nshall be entitled to receive: (i) payment of one year of his base salary in\neffect as of the date of such termination without Cause or resignation for Good\nReason, said payments to be made in accordance with the normal payroll cycle of\nSafeway and subject to any required tax withholdings and deductions; (ii)\naccelerated vesting of any restricted stock granted to him in accordance with\nparagraph 9, above; and (iii) remaining unpaid retention bonuses pursuant to\nparagraph 6, above. For such time that Prabhu is entitled to receive continued\nsalary payments pursuant to paragraph 15(d)(i), above, he will also be eligible\nfor continued vesting of stock options granted to him pursuant to paragraph 9 of\nthis Agreement and continued participation in any Safeway employee benefit plans\nin which he participated prior to the date of his termination or resignation,\nwith the exception that he shall not be eligible for continued participation in\nthe Long-Term Disability Plan. In the event that Prabhu breaches any of the\ncovenants set forth in paragraphs 16(a) through 16(c), below, Safeway shall have\nno further obligation to provide, and Prabhu shall have no further right to\nreceive, any payments or benefits pursuant to this paragraph 15(d).\n\n16. Non-Compete, Confidentiality, Non-Disparagement and Non-Solicitation\nCovenants.\n\n     a. Non-Compete. Prabhu covenants and agrees that, during his employment\nwith Safeway and for a period of one year thereafter, he shall not, directly or\nindirectly, own, manage, operate, join, control or participate in the ownership,\nmanagement, operation or control, or be connected as a director, officer,\nemployee, partner, consultant or otherwise, with any Competing Food or Drug\nRetailing Business, other than as a shareholder or beneficial owner of 5% or\nless of the outstanding securities of a Competing Food or Drug Retailing\nBusiness that is a public company. For purposes of this Agreement, \"Competing\nFood or Drug Retailing Business\" shall mean any business, firm or enterprise\nengaged in a food and drug retailing business substantially similar to that of\neither Safeway, or any of its subsidiaries, within any geographical location(s)\nin which Safeway operates. The provisions of this paragraph 16(a) shall survive\nthe expiration or termination, for any reason, of this Agreement.\n\n     b. Confidentiality. Prabhu acknowledges that he has learned or will learn\ntrade secrets and has obtained or will obtain other confidential information\nconcerning the business operations, policies and plans of Safeway. Prabhu\ncovenants and agrees that he will not divulge or otherwise disclose any such\ntrade secrets or other confidential information concerning the business\noperations, policies or plans of Safeway which he may learn as a result of his\nemployment with Safeway, or may have learned prior thereto, except to the extent\nthat such information is lawfully obtainable from public sources or such use or\ndisclosure is either required by applicable laws or is authorized in writing by\nan executive officer of Safeway. The provisions of this paragraph 16(b) shall\nsurvive the expiration or termination, for any reason, of this Agreement.\n\n\n                                                                               4\n   5\n\n     c. Non-Disparagement and Non-Solicitation. Prabhu covenants and agrees\nthat, during his employment with Safeway and for a period of two years\nthereafter, he shall not, whether acting for himself or for any third party: (i)\ndisparage the image or reputation of Safeway; (ii) interfere with the\ncontractual relationship between Safeway and any of its vendors or suppliers; or\n(iii) without the advance written approval of an executive officer of Safeway,\nemploy or solicit for employment any person who is employed by Safeway. The\nprovisions of this paragraph 16(c)shall survive the expiration or termination,\nfor any reason, of this Agreement.\n\n17.  Miscellaneous.\n     \n\n     a. Non-Assignment. The obligations and duties of Prabhu hereunder shall be\npersonal and not assignable. \n\n     b. Notices. Unless otherwise provided herein or subsequently agreed to by\nthe parties, any notice, instruction or document to be given hereunder by any\nparty shall be in writing and delivered in person, by facsimile transmission or\nby mail as follows:\n\n                  If to Prabhu:             Vasant M. Prabhu\n                                            350 East 57th Street, #8A\n                                            New York, NY 10022\n\n                  If to Safeway:            Safeway Inc. \n                                            5918 Stoneridge Mall Rd. \n                                            Pleasanton, CA 94588\n                                            Attn: Sr. Vice President, \n                                            Human Resources\n\n\n     c. Entire Agreement. This Agreement contains the entire agreement of the\nparties relating to the subject matter hereof, and it replaces and supersedes\nany prior agreements, written or oral, between the parties relating to such\nsubject matter.\n\n     d. Amendments. This Agreement may be amended only by a written agreement\nsigned by the parties. \n\n     e. Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of California.\n\n     f. Severability. If any provision of the Agreement is found to be invalid\nor unenforceable in whole or part, the remainder of the Agreement shall\nnevertheless remain in full force and effect.\n\n\n                                                                               5\n\n   6\n\n     g. Counterparts. This Agreement may be executed by one or more\ncounterparts, each of which shall be deemed to be an original copy of the\nAgreement and all of which taken together shall constitute one agreement.\n\n     In witness whereof, the parties have executed this Agreement as of the date\nfirst written above.\n\n\n\n\n\nSAFEWAY INC.                                         VASANT PRABHU\n\nBy: \/s\/ Steven A. Burd                               \/s\/ Vasant Prabhu\n    ------------------                               -----------------\n\nIts:  Chairman, President &amp; CEO\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":[9539,9544],"class_list":["post-39539","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39539","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=39539"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39539"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39539"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39539"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}