EFTA01382366.pdf

Amendment No. 3 to Form S-1 Table of Contents Nonqualified Deferred Compensation The following table shows the executive and company contributions, earnings and account balances for the NEOs under the Makeup Plans during fiscal 2014. The Makeup Plans are non-qualified deferred compensation arrangements intended to comply with Section 409A of the Code. See "—Compensation Discussion and Analysis" for a description of the terms and conditions of the Makeup Plans. The aggregate balance of each participants account consists of amounts that have been deferred by the participant, company contributions, plus earnings (or minus losses). We do not deposit any amounts into any trust or other account for the benefit of plan participants. In accordance with tax requirements, the assets of the Makeup Plan are subject to claims of our creditors. Executive Registrant Aggregate Aggregate Aggregate Contributions Contributions Earnings Withdrawals) Balance at In Last FY In Last FY In Last FY Distributions Last FYE Name ISM) ($)(2) ($)(3 Is) (S) (b) (c) 4:g (e) D__. Robert G. Miller 2,005,777 475,446 94,978 — 4,248,619 Robert L. Edwards — — — — — Robert B. Dimond 90,124 — 6,740 — 93,561 Wayne A. Denningham 623,847 311,313 76,847 — 1,546,602 Justin Dye 828,946 396,770 114,871 — 2,623,377 Shane Sampson — — — — — 1. NI executive contributions represent amounts deferred by each NEO under a Makeup Plan and are included as compensation in the Summary Compensation Table under "Salary," "Bonus" and "Non-Equity Incentive Plan Compensation." 2. All registrant contributions are reported under "All Other Compensation" in the Summary Compensation Table. 3. These amounts are not reported in the Summary Compensation Table as none of the earnings are based on interest above the market rate. Incentive Plans Incentive Unit Plan Effective upon the closing of the Safeway acquisition, we adopted the Incentive Unit Plan which provided for grants of "Incentive Units" to the employees, directors and consultants of the company or its subsidiaries selected by the board of directors. A maximum of 20,100,503 Incentive Units were available for issuance under the Incentive Unit Plan, subject to adjustment in the event of a change in the company's capital structure. The Incentive Units represent a membership interest in the company. Any Incentive Units will be granted as profits interests that would only share in the value of the company above its valuation at grant. The Incentive Unit Plan provides that, unless otherwise provided in an award agreement, in the event of the termination of a participant's service for any reason, any unvested Incentive Units will be forfeited without the payment of consideration. In the event of the termination of a participant's service for Cause, unless otherwise provided in an award agreement, any vested Incentive Units will be forfeited without the payment of consideration. For purposes of the Incentive Unit Plan, 'Cause' is as defined in a participant's employment agreement, or if not so defined, generally means: • the commission of a felony or a misdemeanor (excluding petty offenses) involving fraud, dishonesty or moral turpitude: • a participant's failure (other than as a result of incapacity due to mental or physical impairment) to perform his material duties; 158 hill). %kW wsce.go% Archk es edgar data' 1646972 000119312515335826'd900395dsla.htm110 14'2015 9:03:02 AR CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081698 CONFIDENTIAL SDNY_GM_00227882 EFTA01382366