Stock Arrangements. (a) The Company shall provide Executive with the opportunity to purchase 15,625 shares of common stock, par value $.01 per share, of the Company ("Common Stock") at a price of $12.00 per share. Executive and the Company shall enter into the Management Stockholder's Agreement (the "Stock Agreement"), substantially in the form attached hereto as Exhibit B, with such changes as the Company shall deem necessary or desirable. In respect of the Common Stock to be purchased pursuant to the Stock Agreement (the "Purchase Stock"), the company shall lend to Executive half of Commission File No. 0-6544 such purchase price at an interest rate equal to the applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, at the time such loan is made (the "Loan"). The Loan shall be due upon the earliest of (i) one year following termination of Executive's employment by the Company without Cause or by Executive for Good Reason or immediately upon the termination of Executive's employment for any other reason, (ii) the disposition of the Purchase Stock by Executive or (iii) seven years from the date of the purchase of the Purchase Stock. The Loan shall be secured by the entire amount of the Purchase Stock and the Company shall have full recourse thereto in the event of Executive's default on the Loan. Executive and the Company shall enter into written arrangements necessary to effect the foregoing, including, without limitation, a loan agreement, note and pledge agreement, upon such terms and conditions as the parties shall agree.
(b) For each share of Purchase Stock purchased by Executive pursuant to Section 7(a) hereof, Executive shall be granted an option (the "Option") to purchase three shares of Company stock at an exercise price of $12.00 per share. With respect to Options granted to Executive, Executive and the Company shall enter into a standard form stock option agreement, with such changes as the Company shall deem necessary or desirable.
Stock Arrangements. The Company shall provide Executive with the opportunity to purchase 25,000 shares of common stock, par value $.01 per share, of the Company at a price of $12.00 per share. Executive and the Company shall enter into the Management Stockholder's Agreement (the "Stock Agreement"), substantially in the form attached hereto as Exhibit A, with such changes as the Company shall deem necessary or desirable. In addition, the Company shall grant options (the "Options") to Commission File No. 0-6544 Executive to purchase 56,250 shares of the Company's Common Stock at an exercise price of $12.00 per share. With respect to Options granted to Executive, Executive and the Company shall enter into a standard form stock option agreement, with such changes as the Company shall deem necessary or desirable.
Stock Arrangements. Upon the execution and delivery hereof by Executive, effective September 15, 1998, the Company will (i) issue to the Executive an option to purchase, under the Company's 1989 Stock Option Plan, up to 40,000 shares of the Company's Common Stock, par value $.01 per share and (ii) at the next Purchase Date (as defined in the Stock Purchase Plan) following the date hereof, grant Executive eligibility to purchase up to 25,000 shares of the Company's Common Stock pursuant to the Stock Purchase Plan.
Stock Arrangements. Executive and the Company shall enter into a Non-Qualified Option Agreement, substantially in the form attached hereto as Exhibit A. VIII Mitigation of Damages. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise after the termination of his employment hereunder.
Stock Arrangements. As soon as practicable after the ------------------ execution of this agreement, Executive and the Company shall enter into the Common Stock Subscription Agreement (the "Subscription Agreement") on terms and conditions mutually acceptable to the parties and Executive shall purchase $1 million of Company common stock (the "Purchase Stock"). In order to enable Executive to make such purchase, the Company shall lend to Executive an amount (the "Loan") equal to the excess of $1 million over the net after tax proceeds of the sale of the American Stores Company stock owned by Executive. The Loan shall accrue interest at the applicable federal rate as in existence at the time the loan is made and principal and interest shall be due upon any sale, transfer or other disposition of the Purchase Stock whether pursuant to the Subscription Agreement or otherwise.
Stock Arrangements. (a) Upon Executive's commencement of employment with the Company, Executive shall be granted 15,000 shares of restricted stock of the Company ("Restricted Stock") in accordance with terms consistent with the Company's 1993 Stock Incentive Plan for Key Employees. (Company has previously granted all available shares under such plan. Accordingly, the grant to the Executive is conditioned upon approval of the Company's shareholders of a new plan or additional authorization of shares under the Stock Plan. Until such approval, the grant of Restricted Stock will be treated as a "performance unit grant" which is consistent with the terms of Restricted Stock but may not be voted by the Executive.) The Restricted Stock will vest based on the average per share market price for 90 consecutive days of Company common stock as follows: Average Per Share Market Price for 90 Days Vested Percentage $59 33% $66 33% $73 33%
(b) As of May 7, 1996, Executive's commencement of employment with the Company, the Company shall grant
(c) Unless otherwise specified in this Section 4, the terms of all Restricted Stock and Options granted to Executive hereunder, including, without limitation, terms relating to vesting and forfeiture, shall be governed by the Stock Plan.
(d) It is understood that Company policy anticipates that Executive will maintain a level of stock ownership in the Company equal to two times Executive's Base Salary. Grants of Restricted Stock under the terms of this Agreement and shares of Company stock acquired upon exercise of an Option shall be credited towards Executive's stock ownership. Executive is expected to
(e) For purposes only of vesting of Restricted Stock and Options granted hereunder, in the event of Executive's termination of employment his termination date will be the May 7 following the date on which Executive's employment is terminated. 5.
Stock Arrangements. The Company shall not, without the approval of the holders of at least a majority of the Shares, declare or pay any dividends to any stockholders of the Company, create any new security, issue or repurchase any of its capital stock, or grant an option or right to subscribe for, purchase or acquire any of its capital stock. Each acquisition of any shares of capital stock of the Company or any option or right to acquire any shares of capital stock of the Company will be conditioned upon the Company and such purchaser of an agreement substantially in a form approved by the holders of at least a majority of the Shares and the Board of Directors of the Company.
Stock Arrangements. Substantially concurrently herewith, the Company will grant the Executive an aggregate of 2,573,678 nonqualified stock options ("OPTIONS") pursuant to a Nonqualified Stock Option Agreement (the "STOCK OPTION AGREEMENT") in the form attached hereto as Exhibit A, representing 10% of the Company's fully diluted capital stock as of the date hereof (with such fully diluted calculation including the 10% Management Equity pool referred to in the following paragraph and the 333,333 shares of the Company's common stock (subject to adjustment in the event of stock splits and the like) which may be acquired by the Executive within one (1) year of the date hereof, as provided below (the "PURCHASED SHARES")); provided, however, that in the event that the number of Purchased Shares acquired by the Executive within one (1) year of the date hereof is less than 333,333 shares of common stock, then the number of nonqualified stock options granted to the Executive under the Stock Option Agreement shall be adjusted accordingly. The Stock Option Agreement also includes the agreement of the Company to grant additional stock options (the "ADDITIONAL GRANT") to the Executive in order to maintain Executive's 10% fully diluted equity ownership position in the Company under certain circumstances, as set forth in Section 12 of the Stock Option Agreement. The grant of Options to the Executive and the adoption of the related incentive plan (the "PLAN") are subject to stockholder approval. The Company shall use commercially reasonable efforts to secure stockholder approval of the Plan and the grant of the Options to the Executive (together with approval of the Additional Grant and related Plan amendments, if necessary) at its next meeting of stockholders following the Effective Date. The Company hereby further agrees to reserve and make available for grant to the Company's employees (other than Executive) as options, stock awards or otherwise additional shares of its Common Stock (the "MANAGEMENT EQUITY"), representing an additional 10% of the Company's fully diluted capital stock as of the date hereof (with such fully diluted calculation including the Options granted to the Executive pursuant to the Stock Option Agreement (as adjusted in accordance with the immediately preceding paragraph) and the Purchased Shares), and shall reserve additional shares in the event additional options are granted to the Executive as part of the Additional Grant to enable such Management Equity to maintai...
Stock Arrangements. The Company shall not, without the approval of the holders of at least a majority of the Shares, declare or pay any dividends to any stockholders of the Company, create any new security, issue or repurchase any of its capital stock, or grant an option or right to subscribe for, purchase or acquire any of its capital stock; provided, however, that approval of the holders of the Shares shall not be required for the Company to issue, repurchase or grant options or rights to subscribe for, purchase or acquire shares of its capital stock if such shares would represent less than five percent (5%) of the Company's outstanding capital stock on a fully diluted basis immediately prior to such issuance, repurchase or grant. Each acquisition of any shares of capital stock of the Company or any option or right to acquire any shares of capital stock of the Company will be conditioned upon the execution and delivery by the Company and such purchaser of an agreement substantially in a form approved by the holders of at least a majority of the Shares and the Board of Directors of the Company.
