Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) As previously disclosed, on October 13, 2022, Albertsons Companies, Inc.
(the "Company") entered into an agreement and plan of merger (the "Merger
Agreement") by and among the Company, The Kroger Co. and Kettle Merger Sub, Inc.
To help consummate the merger contemplated by the Merger Agreement and to ensure
a successful and efficient integration process, the Company has established a
retention program to incentivize and promote retention of a key group of Company
employees. Subject to the retention program, on March 1, 2023, the Company
entered into retention agreements (each, a "Retention Agreement") with key
leaders across the Company, including the named executive officers Sharon
McCollam, President and Chief Financial Officer, Susan Morris, Executive Vice
President and Chief Operations Officer and Anuj Dhanda, Executive Vice President
and Chief Information Officer. Pursuant to their respective Retention Agreement,
Ms. McCollam, Ms. Morris and Mr. Dhanda were granted special retention incentive
awards (each, a "SRI Award") in the amounts of $4 million, $4 million and $1
million, respectively.
Each SRI Award will be payable in cash in two equal installments. The first
installment will be payable on the closing date of the merger and the second
installment will be payable six months thereafter, subject to the executive's
continued employment through the applicable payment dates with the surviving
corporation of the merger (or such other affiliate that employs the executive
after the closing of the merger) or SpinCo (as that term is defined in the
Merger Agreement). If an executive is terminated on or after the closing date of
the merger, any unpaid SRI Award will become payable, if the executive was
terminated without "cause", due to the executive's "death or disability", or if
the executive resigned for "good reason" (each term as defined in the
executive's respective employment agreement). The Retention Agreements include
customary restrictive covenants of nondisclosure, non-disparagement,
non-solicitation and non-competition (as applicable). The restrictive covenants
survive a termination of employment for a period of twelve months. In the event
the Merger Agreement is terminated, the SRI Award will be paid in two equal
installments with the first installment to be paid on the later of (a) the
Merger Agreement termination date or (b) October 13, 2024, and the second
installment to be paid on the later of (x) the Merger Agreement termination date
or (y) October 13, 2025.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the Form Retention Agreement which is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form Special Retention Incentive Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
ALBERTSONS COMPANIES, INC. 
