EFTA01382362.pdf

Amendment No. 3 to Form S-I Table of Contents 2. Reflects retention bonuses and special deal bonuses paid to the NEOs. as set forth in the table below. The retention bonuses and special deal bonuses for fiscal 2014 are further described in'—Compensation Discussion and Analysis.' The special deal bonuses paid to Messrs. Miller, Denringham aril Dye for fiscal 2013 were paid in recognition of their efforts in connection with the successful completion of the NAI acquisition. In addition, for Mr. Sampson, the amount for fiscal 2013 reflects a sign-on bonus in the amount of 5200,000. Name Fiscal Year Retention Bonus (S) Special Deal Bonus (S) Robert G. Miler 2014 — 15.000,000 2013 — 700.000 2012 — — Robert 8. Dimond 2014 375.000 250,000 Wayne A Denningham 2014 175600 100,000 2013 — 24550 2012 — — Justin Dye 2014 — 500.000 2013 — 700.000 2012 — — Shane Sampson 2014 310,000 250.000 2013 — — 3. Reflects the grant date fair value calculated in accordance with ASC 718. For Mr. Miller. the amount reflects the Investor Incentive Units granted to him in fiscal 2014 and the Class C Units granted to him in fiscal 2013. For Mr. Edwards. the amount reflects the Series 1 Incentive Units granted to him in fiscal 2014. For Mr. Dye, the amount reflects the Class C Units granted to him in fiscal 2013. See Note 10—Equity-Based Compensation in or consolidated financial statements, included elsewhere in this prospectus, for a discussion of the assumptions used in the valuation of equity-based awards 4. Reflects amounts paid to the NEOs under our bonus plan (based on quarterly performance) for the applicable fiscal year and amounts paid to the NEOs with respect to long-term incentive plan awards that vested in the applicable fiscal year or otherwise became payable in fiscal 2014 upon termination of the long-term incentive plan. as set forth in the table below. The amounts paid for fiscal 2014 are further described in'—Compensation Discussion & Analysis.' Fiscal Year Bonus LTIP I Bonus LTIP II Bonus Name Fiscal Year (5) (5) (5) Robert G Miller 2014 — 4,344,067 7.990.112 2013 — 6,750 375,000 2012 — 340.037 375,000 Robert B. Dimond 2014 664,482 — — Wayne A. Denningham 2014 371,551 1,086.017 7,191,101 2013 271,700 1.688 337,500 2012 190,590 85.009 337,500 Justin Dye 2014 715.379 2.172.034 7.990,112 2013 506.800 3.375 375.000 2012 270.395 170.018 375,000 Shane Sampson 2014 358.416 — — 2013 171,538 — — 5. For Mr. Edwards, the amount of aggregate change in pension value was ($22,315) from the commencement of his employment with the company through the end of fiscal 2014 under the Safeway Inc. Employee Retirement Plan. Retirement Restoration Plan and Retirement Restoration Plan II. The company assumed these plans in connection with the Safeway acquisition. The aggregate value of Mr. Edwards' account wider these plans at the end of fiscal 2014 was 5682,283. 154 http: stwww.sec.govarchix r, “fitarldatail646972/0001193I25153351326A900395dsla.htm[10/4/20I 5 9:03:02 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0081693 CONFIDENTIAL SONY GM_00227877 EFTA01382362