EXHIBIT 10.114
STOCK WARRANT AGREEMENT
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THIS STOCK WARRANT AGREEMENT is made and entered into as of this 17th day of
February, 1998, between XXXXXX X. XXXXXX ("Xxxxxx") and SMART & FINAL INC., a
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Delaware Corporation ("Company") with reference to the following facts and
objectives:
X. Xxxxxx and the Company are parties to a certain Amendment to the Amended and
Restated Employment Agreement dated January 21,1998 ("the Amendment");
B. Pursuant to the terms of the Amendment, Xxxxxx is entitled to receive, as
part of his compensation, certain Stock Warrants ("the Warrants"), either
under an existing Company stock option plan or such other plan as may be
required to give effect to the intent of the Amendment;
C. The parties hereto desire to memorialize their intention in this Stock
Warrant Agreement as set forth hereafter;
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Xxxxxx shall receive a grant of stock warrants ("warrants") as of the date of
this Agreement (which shall be deemed the date of grant), equal to 200,000
shares of stock in the Company common stock, 100,000 of which shall vest on
November 1, 1998 and 100,000 of which shall vest on December 31, 1999.
2. The warrants shall be granted under an existing Company stock option plan or
such other plan to be approved by the shareholders of the Company at the next
opportunity for such approval, whichever is most expedient to giving effect
to the intent of this Agreement.
3. In the event a separate plan is required to give effect to the intent of this
Agreement, a plan document shall be prepared and filed as appropriate by the
Company. The terms of such a plan shall be substantially the same as those
in comparable existing Company stock option plans, except as may be modified
by this Agreement.
4. The grant of warrants under this Agreement shall be at 100% (one hundred
percent) of market value on the date of grant.
5. Consistent with the terms of the Company's other stock option plans the
warrants granted hereunder shall be valid for a period of ten years,
provided, however, that the grants hereunder shall survive Xxxxxx' employment
with the Company, except in the case of his death, in which case the warrants
shall survive for one calendar year from the date of his death.
6. This grant of warrants is made pursuant to the authority of the Compensation
Committee of the Board of Directors of the Company as part of the
compensation being paid to Xxxxxx
for his duties as Chief Executive Officer. In so granting, the Compensation
Committee considered the effect of Section 162(m) of the Internal Revenue
Code and the implications thereof.
7. The warrants granted hereunder shall at all times be deemed a "non-
qualified" plan for all purposes.
8. This Agreement, and any disputes arising hereunder shall be governed by
California law.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Warrant
Agreement as of the date first set forth above.
XXXXXX X. XXXXXX SMART & FINAL, INC.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Its: Sr. V.P. - Law/Development
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FIRST AMENDMENT TO STOCK WARRANT AGREEMENT
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This First Amendment to Stock Warrant Agreement is made and entered into as of
this 31st day of December, 1998, between XXXXXX X. XXXXXX ("Xxxxxx") and SMART &
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FINAL INC., a Delaware Corporation ("Company") with reference to the following
facts:
X. Xxxxxx and the Company are parties to a certain and Stock Warrant
Agreement dated as of February 17,1998 ("the Agreement");
B. The parties wish to amend the Agreement to provide for an adjustment in
the vesting date for certain of the grants, as set forth below.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Paragraph 1 of the Agreement is hereby amended to read in its entirety as
follows:
"1. Xxxxxx shall receive a grant of stock warrants ("warrants") as of
the date of this Agreement (which shall be deemed the date of grant),
equal to 200,000 shares of stock in the Company common stock, all of
which shall vest on November 1, 1998."
IN WITNESS WHEREOF, the parties hereto have executed this Stock Warrant
Agreement as of the date first set forth above.
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
SMART & FINAL, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Its: Sr. V.P. Law/Development
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