EFTA01382359.pdf

Amendment No. 3 to Form S-1 Table of Contents separation from service. Participants may receive a distribution of up to 100% of their account during employment in the event of an emergency. Participants in the Makeup Plans are unsecured general creditors. See the table entitled "Nonqualified Deferred Compensation" below for information with regard to the participation of the NEOs in the Makeup Plans. 401(k) Plan The company and NAI maintain 401(k) plans with terms that are substantially identical. For fiscal 2014, Messrs. Dye and Sampson were eligible to participate in the 401(k) plan sponsored by NAI, and the other NEOs were eligible to participate in the company's 401(k) plan. The plans permit eligible employees to make voluntary, pre-tax contributions to the plan up to a specified percentage of compensation, subject to applicable tax limitations. We may make a discretionary matching contribution to the plans equal to a pre- determined percentage of an employee's voluntary, pre-tax contributions and may make an additional discretionary profit sharing contribution to the plans, subject to applicable tax limitations. Eligible employees who elect to participate in the plans are generally vested in any matching contribution after one year of service with us and fully vested at all times in their employee contributions to the plans. The plans are intended to be tax-qualified under Section 401(a) of the Code, so that contributions to the plans and income earned on plan contributions are not taxable to employees until withdrawn from the plan, and so that our contributions, if any, will be deductible by us when made. Our board of directors determines the matching contribution rate under the 401(k) plans for each year. For fiscal 2014, our board of directors set a matching contribution rate equal to 50% up to 7% of base salary. Safeway Retirement Plans In connection with the Safeway acquisition, we assumed the Safeway Inc. Employee Retirement Plan, a qualified defined benefit pension plan, and the Safeway Inc. Retirement Restoration Plan and Retirement Restoration Plan II, non-qualified and unfunded defined benefit pension plans. See "—Pension Benefits" below for information regarding Mr. Edwards' participation in these plans. Other Benefits Executives participate in the health and dental coverage, company-paid term life insurance, disability insurance, paid time off and paid holidays programs applicable to other employees in their locality. We also maintain a relocation policy applicable to employees who are required to relocate their residence. Messrs. Dimond and Sampson received relocation benefits under the policy in fiscal 2014. These benefits are designed to be competitive with overall market practices and are in place to attract and retain the necessary talent in the business. Perquisites Except as noted below or elsewhere in this Compensation Discussion and Analysis, our NEOs are generally not entitled to any perquisites that are not otherwise available to all of our employees. Under his employment agreement, Mr. Miller is entitled to the use of corporate aircraft for up to 100 hours per year for himself, his family members and guests at no cost to him, other than to pay income tax on such usage at the lowest permissible rate. Other executives, generally those with the title of executive vice president or above, may request the personal use of a company owned aircraft subject to availability. The company agreed to continue to maintain life insurance coverage on Mr. Edwards' life to the extent Safeway maintained such policy, for a period during his term of employment and beyond his termination, for a period not to exceed five years and an amount not to exceed $5,000,000. 151 hill). UM V.. sec.go% Archi% es editor data' 1646972 000119312515335826'd900395dsla.htm110 14'2015 9:03:02 AR CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081690 CONFIDENTIAL SDNY_GM_00227874 EFTA01382359