-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WlLe78R8SSqZ24AnkO1earQo43Y2Y3wY9SrOGG6yvBoIams4cQOBBy7WA3yuth7M 0bmJsubdChBugMLA8mpE4w== 0000037912-96-000020.txt : 19960814 0000037912-96-000020.hdr.sgml : 19960814 ACCESSION NUMBER: 0000037912-96-000020 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960615 FILED AS OF DATE: 19960813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOD LION INC CENTRAL INDEX KEY: 0000037912 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 560660192 STATE OF INCORPORATION: NC FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06080 FILM NUMBER: 96610426 BUSINESS ADDRESS: STREET 1: P O BOX 1330 STREET 2: 2110 EXECUTIVE DR CITY: SALISBURY STATE: NC ZIP: 28145 BUSINESS PHONE: 7046338250 MAIL ADDRESS: STREET 1: P O BOX 1330 STREET 2: 2110 EXECUTIVE DR CITY: SALISBURY STATE: NC ZIP: 28145 FORMER COMPANY: FORMER CONFORMED NAME: FOOD TOWN STORES INC DATE OF NAME CHANGE: 19830510 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 15, 1996. Commission File Number 0-6080 FOOD LION, INC. (exact name of registrant as specified in its charter) NORTH CAROLINA 56-0660192 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 1330, 2110 Executive Drive, Salisbury, NC 28145-1330 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (704) 633-8250 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Outstanding shares of common stock of the Registrant as of July 19, 1996. Class A Common Stock 235,668,134 Class B Common Stock 233,252,364 Page 1 of 25 FOOD LION, INC. FORM 10-Q/A PART II. Item 6. Exhibits and Reports on Form 8-K PAGE (a). Exhibits 10c - Profit Sharing Restoration Plan 3 - 13 10d - Supplemental Executive Retirement Plan 14 - 25 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. FOOD LION, INC. Registrant DATE: August 13, 1996 BY: Dan A. Boone Dan A. Boone Vice President - Finance Chief Financial Officer Principal Financial Officer (Duly Authorized Officer) - 2 - EX-10.C 2 FOOD LION, INC. PROFIT SHARING RESTORATION PLAN (Effective May 4, 1995) FOOD LION, INC. PROFIT SHARING RESTORATION PLAN (Effective May 4, 1995) TABLE OF CONTENTS ARTICLE PAGE 1 TITLE AND EFFECTIVE DATE 1 2 DEFINITIONS 1 3 PARTICIPATION 2 4 RESTORATION OF BENEFITS 3 5 PROFIT SHARING RESTORATION ACCOUNT 3 6 DISTRIBUTION OF BENEFITS 3 7 BENEFICIARY 4 8 ADMINISTRATION OF THE PLAN 4 9 CLAIMS PROCEDURE 5 10 NATURE OF COMPANY'S OBLIGATION 6 11 MISCELLANEOUS 6 FOOD LION, INC. PROFIT SHARING RESTORATION PLAN (Effective May 4, 1995) PREAMBLE The purpose of the Food Lion, Inc. Profit Sharing Restoration Plan is to permit select members of management and highly compensated employees of Food Lion, Inc. to defer current compensation which cannot be contributed to the Profit Sharing Retirement Plan of Food Lion, Inc. because of contribution and funding limitations imposed by the Internal Revenue Code of 1986 on qualified plans. ARTICLE 1 TITLE AND EFFECTIVE DATE Section 1.01 Title. This Plan shall be known as the Food Lion, Inc. Profit Sharing Restoration Plan. Section 1.02 Effective Date. The effective date of this Plan shall be May 4, 1995. ARTICLE 2 DEFINITIONS As used herein, the following words and phrases shall have the meanings specified below unless a different meaning is clearly required by the context: "Beneficiary" shall mean the person or persons designated by a Participant pursuant to Article 7 hereof as being entitled to receive any benefits under this Plan. "Board of Directors" shall mean the Board of Directors of the Company. "Code" shall mean the Internal Revenue Code of 1986. "Committee" means the Senior Management Compensation Committee of the Board of Directors. "Company" shall mean Food Lion, Inc., a North Carolina corporation, and its successors in interest. "Compensation" shall mean, as to a particular Participant, the Profit Sharing Compensation for benefit accrual purposes in the Profit Sharing Plan without regard, however, for any dollar limitation or cap that otherwise applies for purposes of the Profit Sharing Plan. "Contribution Percentage" means, for a particular year, that percentage of the Profit Sharing Compensation of a Participant (expressed as a percentage) which the Company contributes as a profit sharing contribution to the Profit Sharing Plan. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Executive" shall mean any management employee or highly compensated employee who participates in the Profit Sharing Plan, a portion of whose compensation is not recognized for benefit accrual purposes under the Profit Sharing Plan because of the dollar limitation of Section 401(a)(17) of the Code or its successor provision. "Profit Sharing Compensation" shall mean, as to a particular Participant, the annual compensation for benefit accrual purposes in the Profit Sharing Plan. "Profit Sharing Plan" shall mean the Profit Sharing Retirement Plan of Food Lion, Inc. (As Amended and Restated Effective as of December 19, 1993), as it shall be amended or restated from time to time. "Profit Sharing Restoration Account" is the account described in Section 4.01 as a bookkeeping record for each Participant in this Plan, which may, at the discretion of the Committee, include one or more sub-accounts. "Participant" means an Executive who is participating in the Plan pursuant to Article 3 hereof. "Plan" means the Food Lion, Inc. Profit Sharing Restoration Plan, described in this instrument, as amended or restated from time to time. "Plan Year" means the Plan Year as defined in the Profit Sharing Plan. ARTICLE 3 PARTICIPATION Section 3.01 Participation. The Participants shall consist of only those Executives listed on Exhibit A attached hereto and made a part hereof and such other Executives who are selected from time to time by the Committee; provided, however, that all such other Participants shall be either President or a Vice-President of the Company. ARTICLE 4 RESTORATION OF BENEFITS Section 4.01 Restoration of Profit Sharing Benefit. For each full or partial Plan Year in which the Plan is in effect the Company shall credit to each Participant's Profit Sharing Restoration Account an amount equal to the excess of (a) over (b) where (a) and (b) are as follows: (a) The product of the Contribution Percentage of the Participant multiplied by the Compensation of the Participant for the Plan Year of. (b) The amount of the employer profit sharing contribution actually allocated for such plan year under the Profit Sharing Plan on behalf of the Participant. Such credited amount shall be credited as of the date the contribution to the Profit Sharing Plan is actually made for the Plan Year. ARTICLE 5 PROFIT SHARING RESTORATION ACCOUNT Section 5.01 Separate Accounts. Amounts credited to Profit Sharing Restoration Accounts shall be credited in dollar amounts to a separate Profit Sharing Restoration Account for each Participant. Section 5.02 Return on Account Balances. Beginning as of the date as of which the first amount is credited under Section 4.01 hereof, each Participant's Profit Sharing Restoration Account balance from time to time shall, until distributed, be credited for each calendar quarter (or portion thereof) with an amount of interest calculated at a variable rate equal to the 10- year Constant Maturity Treasury yield in effect on the last day of the previous calendar quarter, as published in the Federal Reserve Statistical Release (or any successor publication). ARTICLE 6 DISTRIBUTION OF BENEFITS Section 6.01 Distribution of Account Balances. Except as provided below, distribution of the vested value of a Participant's Profit Sharing Restoration Account balance shall be made on the first day of the month next succeeding the termination of Participant's employment with the Company for any reason. Section 6.02 Nonforfeitable Right to Employee Contributions. The Participant shall have at all times a 100% nonforfeitable and vested right to the value of his Profit Sharing Restoration Account, including the amounts credited to such account under Section 5.02 hereof. Section 6.03 Form of Distributions. All distributions of a Participant's Profit Sharing Restoration Account balance shall be made in cash only and in one lump sum. Section 6.04 Loans and Withdrawals. No loans to Participants or early withdrawals of amounts in a Participant's account under the Plan shall be permitted. ARTICLE 7 BENEFICIARY Section 7.01 Beneficiaries. Except as otherwise provided below, at any relevant time for purposes of this Plan a Participant's Beneficiaries (and their respective shares and priorities) shall be those Beneficiaries (and their respective shares and priorities) that were most recently properly designated by the Participant on a form prescribed by, and submitted to, the Committee in accordance with procedures established by the Committee. Section 7.02 Proper Beneficiary. If the Committee is in doubt as to the proper Beneficiary to receive payments hereunder, the Company shall have the right to withhold such payments until the matter is finally adjudicated. However, any payment made by the Company, in good faith and in accordance with the Committee's determination and this Plan, shall fully discharge the Company from all further obligations with respect to that payment. Section 7.03 Minor or Incompetent Beneficiary. In making any payments to or for the benefit of any minor or an incompetent Participant or Beneficiary, the Company, in its sole and absolute discretion, may make a distribution to a legal or natural guardian of a minor or a court appointed guardian or representative of such incompetent. The receipt by a guardian, relative or other person shall be a complete discharge to the Company and Committee. Neither the Committee nor the Company shall have any responsibility to see to the proper application of any payments so made. ARTICLE 8 ADMINISTRATION OF THE PLAN Section 8.01 Finality of Determination. Subject to the terms of the Plan, the Committee shall, from time to time, establish rules, forms and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Committee shall have the exclusive right and discretion to interpret the Plan and to decide any and all matters arising thereunder or in connection with the administration of the Plan, and it shall endeavor to act, whether by general rules or by particular decisions, so as not to discriminate in favor of or against any Participant. The decisions, actions and records of the Committee shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan. Section 8.02 Certificates and Reports. The members of the Committee and the officers and directors of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, which legal counsel may be counsel for the Company. Section 8.03 Indemnification and Exculpation. The Company shall indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of his membership on the Committee. Expenses against which a member of the Committee shall be indemnified hereunder shall include, without limitation, the amount of any settlement or judgment costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member of the Committee may be entitled as a matter of law. Section 8.04 Expenses. The expenses of administering the Plan shall be borne by the Company. Section 8.05 Cash-Out of Non-qualifying Participants. Notwithstanding anything in this Plan to the contrary, the Committee may remove from participation in the Plan any Participant whose participation, according to any regulation (whether proposed, temporary or final), ruling, court case or administrative interpretation, causes or may cause the Plan, in the sole discretion of the Committee, to fail to qualify as a plan described in Section 201(2) of ERISA or any successor statutory provision. Participants so removed may, notwithstanding the Plan or any Compensation Deferral Agreement, be distributed immediately in one lump sum the vested balance of their Plan accounts. ARTICLE 9 CLAIMS PROCEDURE Section 9.01 Written Claim. Benefits and the value of a Participant's Profit Sharing Restoration Account shall be paid in accordance with the provisions of this Plan. The Participant, a designated Beneficiary or any other person claiming through the Participant may make a written request for benefits. This written claim shall be mailed or delivered to the Committee. Section 9.02 Denial of Claim. If the claim is denied, in full or in part, the Committee shall provide a written notice within ninety (90) days setting forth the specific reasons for denial, and any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary, and appropriate information and explanation of the steps to be taken if a review of the denial is desired. Section 9.03 Review Procedure. If the claim is denied and review is desired, the Participant (or Beneficiary) shall notify the Committee in writing within sixty (60) days after receipt of the written notice of denial. A claim shall be deemed denied if the Committee does not take any action within the ninety (90) day period described above. In requesting a review, the Participant or his Beneficiary may request a review of the Plan document or other pertinent documents with regard to the employee benefit plan created under this Plan, may submit any written issues and comments, may request an extension of time for such written submission of issues or comments, and may request that a hearing be held. However, the decision to hold a hearing shall be within the sole discretion of the Committee. Section 9.04 Committee Review. The decision on the review of the denial claim shall be rendered by the Committee within sixty (60) days after the receipt of the request for review (if a hearing is not held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision including reference to specific provisions of this Plan on which the decision is based. ARTICLE 10 NATURE OF COMPANY'S OBLIGATION Section 10.01 Company's Payment Obligation. The Company's obligations under this Plan shall be an unfunded and unsecured promise to pay. The Company shall not be obligated under any circumstances to fund its financial obligations under this Plan. Section 10.02 Creditor Status. Any trust, policy or other assets which the Company may acquire or set aside to help cover its financial liabilities are and must remain general assets of the Company subject to the claims of its creditors. Neither the Company nor this Plan gives the Participant any beneficial ownership interest in any asset of the Company. All rights of ownership in any such assets are and remain in the Company, and Participants and their Beneficiaries shall have only the rights of general creditors of the Company. Section 10.03 No Promise of Employment. Neither this Plan nor any agreement or writing executed pursuant hereto, including, but not limited to, any Compensation Deferral Agreement, shall be construed to promise or guarantee future employment of any person. Section 10.04 No Guarantee of Tax Deferral. Neither this Plan or any agreement or writing executed pursuant hereto shall be construed as a representation, covenant or assurance that any amounts in a Participant's Plan accounts shall not be subject to taxation until such amounts are paid or distributed to such Participant or any Beneficiaries. ARTICLE 11 MISCELLANEOUS Section 11.01 Written Notice. Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to the Committee of the Plan, at the address of the Company's principal offices. If notice is to be given to a Participant or other person, such notice shall be addressed to the then current address shown for such Participant or other person in the personnel records of the Company or, in the absence of any such address in such records, the last known address for such person. Section 11.02 Binding Effect. The Plan shall be binding upon the Company, its assigns and any successor Company which shall succeed to substantially all of its assets and business through merger, acquisition or consolidation, and upon a Participant, his Beneficiary, assigns, heirs, executors and administrators. Section 11.03 Amendment and Termination. The Company, acting through the Board of Directors, retains the sole and unilateral right to terminate, amend, modify, or supplement this Plan, in whole or in part, at any time. This right includes the right to make retroactive amendments. However, no Company action pursuant to this right shall reduce the accounts of any Participant or his Beneficiary nor reduce the vested portion of an account. Section 11.04 Nontransferability. Except insofar as contrary to applicable law, no sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under this Plan shall be valid or recognized by the Committee or the Company. Neither the Participant, his spouse, or designated Beneficiary shall have any power to hypothecate, mortgage, commute, modify, or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony maintenance, owed by the Participant or his Beneficiary, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise. Section 11.05 Legal Fees. All reasonable legal fees incurred by any Participant (or former Participant) or Beneficiary to successfully enforce his valid rights under this Plan shall be paid by the Company in addition to sums due under this Plan. Section 11.06 Withholding. The Company shall be entitled to withhold from payments due under the Plan or from other payments of Compensation to a Participant any and all taxes or other amounts of any nature required by any government to be withheld from compensation paid to employees. Section 11.07 Acceleration of Payment. The Company reserves the right to accelerate the payment of any benefits payable under this Plan at any time without the consent of the Participant, his estate, his Beneficiary or any other person claiming through the Participant. Section 11.08 Gender and Number. Wherever the context so requires, masculine pronouns include the feminine and singular words shall include the plural. Section 11.09 Applicable Law. This Plan shall be governed by the laws of the State of North Carolina. IN WITNESS WHEREOF, Food Lion, Inc. has caused this instrument to be executed by its duly authorized officer, to be effective as of the Effective Date. ATTEST: FOOD LION, INC. By: Dan Boone, Secretary Tom E. Smith, President [SEAL] EXHIBIT A Initial Participants EX-10.D 3 FOOD LION, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Effective May 4, 1995) TABLE OF CONTENTS Page ARTICLE I Purposes 1 ARTICLE II Definitions 1 ARTICLE III Eligibility and Participation 3 3.1 Selection of Participants 3 ARTICLE IV Retirement Income Benefits 3 4.1 Normal Retirement 3 4.2 Early Retirement 4 4.3 Ten-Year Certain Annuity 4 4.4 No Effect on Other Plans 4 ARTICLE V Death Benefits 4 5.1 Pre-Retirement Death Benefit 4 5.2 No Other Death Benefits 4 ARTICLE VI Administration of the Plan 5 6.1 Plan Administrator 5 6.2 Finality of Determination 5 6.3 Certificates and Reports 5 6.4 Indemnification and Exculpation 5 6.5 Expenses 5 ARTICLE VII Claims Procedure 5 7.1 Written Claim 5 7.2 Denial of Claim 5 7.3 Review Procedure 6 7.4 Committee Review 6 ARTICLE VIII Miscellaneous 6 8.1 Alienation of Benefits 6 8.2 Amendment; Modification 6 8.3 Binding Effect 6 8.4 Written Notice 7 8.5 Indirect Payment 7 8.6 Withholding 7 8.7 Right of Employment 7 8.8 Creditor Status 7 8.9 No Guarantee of Tax Deferral 7 8.10 No Effect on Other Plans 7 8.11 Gender and Number 7 8.12 Governing Law; Severability 8 FOOD LION, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Effective May 4, 1995) I Purposes The purpose of this Plan is to supplement the retirement income of certain key employees of the Company. Toward that end, the Plan provides competitive retirement and death benefits. II Definitions The following terms shall have the indicated meanings when used in this Plan: "Actuarial Equivalent" shall mean equality in value of the aggregate amounts expected to be received under different forms of payment based upon the 1983 Group Annuity Mortality Table for males, for males and females and interest at the rate of the 10-year Constant Maturity Treasury yield for the last month of the preceding calendar quarter as published in the Federal Reserve Statistical Release (or any successor publication). "Administrator" or "Plan Administrator" shall mean the Committee. "Benefit Offsets" shall mean, as to a particular Participant, the sum of all of the following: (i) the Profit Sharing Annuity; (ii) the Profit Sharing Restoration Annuity; (iii) the Deferred Compensation Amount; and (iv) the Primary Social Security Benefit. "Board of Directors" or "Board" shall mean the Board of Directors of the Company. "Committee" shall mean the Senior Management Compensation Committee of the Board of Directors, or its successor. "Company" shall mean Food Lion, Inc., a corporation organized under the laws of the State of North Carolina and any successor company to the business thereof under law, equity or otherwise. "Deferred Compensation Amount" shall mean, if applicable as to a particular Participant, an annual retirement benefit payable monthly as a single life annuity under that Deferred Compensation Agreement by and between the Participant and the Company. "Deferred Retirement Date" shall mean the first day of the month coincident with or next following the date on which a Participant retires after the Normal Retirement Date. "Early Retirement Benefit" shall mean the benefit payable to a Participant under Section 4.2 hereof upon a Participant's approved early retirement. "Early Retirement Date" shall mean the first day of the month coincident with or next following the date of early retirement after the Participant attains age 55 and has completed 10 Years of Service. "Effective Date" shall mean May 4, 1995. "Final Average Compensation" shall mean the annual average of the Participant's annual cash compensation (to include base salary and incentive bonus, but excluding any annual Christmas bonus and any benefits/payments from other Company provided plans) paid to the Participant for the five (5) completed calendar years that immediately precede the year in which payment of benefits under the Plan is to begin. "Normal Retirement Age" shall mean age 65. "Normal Retirement Benefit" shall mean the benefit payable to a Participant under Section 4.1 upon a Participant's retirement on or after his Normal Retirement Date. "Normal Retirement Date" shall mean the first day of the calendar month coincident with or next following the Participant's attainment of age 65. "Participant" shall mean a key employee of the Company who is designated or selected as provided in Article III. "Plan" shall mean this Food Lion, Inc. Supplemental Executive Retirement Plan. "Profit Sharing Annuity" shall mean, as to a particular Participant, an annual retirement benefit payable monthly as a single life annuity that is the Actuarial Equivalent of Participant's accrued benefit (determined by including, without double counting, the amount due under any outstanding plan loans to such Participant) in the Profit Sharing Plan, such accrued benefit to be determined as of the earlier of (i) the most recent valuation date for the Profit Sharing Plan prior to the commencement of the payment of benefits from the Plan and (ii) the date on which the Participant has received a retirement distribution of his benefits under the Profit Sharing Plan. "Profit Sharing Plan" shall mean the Profit Sharing Retirement Plan of Food Lion, Inc. (As Amended and Restated Effective as of December 19, 1993), as it may be amended or restated from time to time. "Profit Sharing Restoration Annuity" shall mean, as to a particular Participant, an annual retirement benefit payable monthly as a single life annuity that is the Actuarial Equivalent of Participant's accrued benefit in the Profit Sharing Restoration Plan, such accrued benefit to be determined as of the earlier of (i) the most recent valuation date for the Profit Sharing Plan prior to the commencement of the payment of benefits from this Plan and (ii) the date on which the Participant has received a retirement distribution of his benefits under the Profit Sharing Restoration Plan. "Profit Sharing Restoration Plan" shall mean the Food Lion, Inc. Profit Sharing Restoration Plan, effective May 4, 1995, as it may be amended or restated from time to time. "Primary Social Security Benefit" shall mean, as to a particular Participant, one hundred percent (100%) of the Participant's Primary Insurance Amount Social Security Benefit that would be payable at age 65, expressed as an annual benefit. "Year of Service" shall mean a full twelve consecutive month period of employment with the Company measured from the month in which a Participant is first employed with the Company or one of its affiliates. III Eligibility and Participation .1 Selection of Participants. Participants are the President and those Vice-Presidents of the Company listed on Exhibit A attached hereto and made a part hereof and such other management employees who are selected from time to time by the Committee; provided, however, that all such other Participants shall be either President or a Vice-President of the Company. IV Retirement Income Benefits .1 Normal Retirement (a) If a Participant terminates employment for any reason on or after his Normal Retirement Date (including retirement on a Deferred Retirement Date) with 20 or more Years of Service, he shall be entitled to an annual retirement benefit payable as a single life annuity that is equal to the excess of (i) 60% (as reduced for service less than 20 years as provided below) of the Participant's Final Average Compensation, over (ii) the Benefit Offsets. (b) For Participants who retire on or after the Normal Retirement Date with less than 20 Years of Service, the benefit shall be reduced by multiplying the 60% factor in Section 4.1(a) by a fraction the numerator of which is the number of Participant's Years of Service at retirement (not exceeding 20 years) and the denominator of which is 20. (c) Except as otherwise provided in Section 4.3 below, the benefit payable under this Section 4.1 shall be paid in monthly installments for the Participant's life, commencing on the Normal Retirement Date or Deferred Retirement Date, whichever is applicable. .2 Early Retirement (a) Upon receipt of approval by the Committee, a Participant may retire under this Plan following the attainment of age 55 and the completion of ten (10) Years of Service. If a Participant receives approval to retire under this Plan before his Normal Retirement Date, the Participant's retirement benefit shall be determined in the same manner as the Normal Retirement Benefit under Section 4.1; provided, however, that the 60 percentage point factor in Section 4.1 shall be reduced by 0.25 percentage points for each full month by which the Participant's Early Retirement Date precedes his Normal Retirement Date; and provided, further, that such benefit shall be based on the Participant's actual Years of Service and Final Average Compensation determined as of the Participant's Early Retirement Date and shall be calculated by deleting the Deferred Compensation Amount from the Benefit Offsets. (b) The benefit payable under this Section 4.2 shall be paid in the same manner set forth in Section 4.1(c), commencing on the Participant's Early Retirement Date. .3 Ten-Year Certain Annuity. A Participant who is legally married as of the retirement date shall receive his Plan retirement benefit in the form of a ten-year certain single life annuity, payable monthly, which is determined as the Actuarial Equivalent of the single life annuity provided for at Sections 4.1 and 4.2 hereof. .4 No Effect on Other Plans. Benefits payable under this Article IV do not affect an eligible Participant's right to receive benefits under the Profit Sharing Plan or any other employee benefit plan or deferred compensation arrangement offered by the Company. V Death Benefits .1 Pre-Retirement Death Benefit. If a Participant dies after attaining age 55 and ten (10) Years of Service, but before retiring pursuant to Article IV hereof, the Participant's surviving spouse, if any, shall be entitled to a benefit payable in 120 equal monthly installments, commencing on the first day of the month following the Participant's death. Such benefit shall be the amount determined as if the Participant had retired under Section 4.2(a) on the day preceding his death. .2 No Other Death Benefits. Apart from the death benefit provided for at Section 5.1 above, no other death benefit shall be payable from the Plan; and no individual other than the Participant's surviving spouse, if any, shall be entitled to receive a death benefit hereunder. VI Administration of the Plan .1 Plan Administrator. The Committee shall act as the Plan Administrator of the Plan. .2 Finality of Determination. Subject to the terms of the Plan, the Committee shall, from time to time, establish rules, forms and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Committee shall have the exclusive right and discretion to interpret the Plan and to decide any and all matters arising thereunder or in connection with the administration of the Plan, and it shall endeavor to act, whether by general rules or by particular decisions, so as not to discriminate in favor of or against any Participant. The decisions, actions and records of the Committee shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan. .3 Certificates and Reports. The members of the Committee and the officers and directors of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, which legal counsel may be counsel for the Company. .4 Indemnification and Exculpation. The Company shall indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of his membership on the Committee. Expenses against which a member of the Committee shall be indemnified hereunder shall include, without limitation, the amount of any settlement or judgment costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member of the Committee may be entitled as a matter of law. .5 Expenses. The expenses of administering the Plan shall be borne by the Company. VII Claims Procedure .1 Written Claim. Benefits shall be paid in accordance with the provisions of this Plan. The Participant or a surviving spouse may make a written request for benefits. This written claim shall be mailed or delivered to the Committee. .2 Denial of Claim. If the claim is denied, in full or in part, the Committee shall provide a written notice within ninety (90) days setting forth the specific reasons for denial, and any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary, and appropriate information and explanation of the steps to be taken if a review of the denial is desired. .3 Review Procedure. If the claim is denied and review is desired, the Participant (or spouse) shall notify the Committee in writing within sixty (60) days after receipt of the written notice of denial. A claim shall be deemed denied if the Committee does not take any action within the ninety (90) day period described above. In requesting a review, the Participant (or spouse) may request a review of the Plan document or other pertinent documents with regard to the employee benefit plan created under this Plan, may submit any written issues and comments, may request an extension of time for such written submission of issues or comments, and may request that a hearing be held. However, the decision to hold a hearing shall be within the sole discretion of the Committee. .4 Committee Review. The decision on the review of the claim denial shall be rendered by the Committee within sixty (60) days after the receipt of the request for review (if a hearing is not held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision including reference to specific provisions of this Plan on which the decision is based. VIII Miscellaneous .1 Alienation of Benefits. No benefit payable under this Plan, whether or not in payment status, shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or to charge the same shall be void. No such benefit or interest shall be liable for or subject to the debts, contracts, liabilities or torts of the Participant or the Participant's spouse entitled to any benefit or having any interest herein. If any Participant, former Participant, or spouse becomes bankrupt or insolvent or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any benefit under this Plan, the Committee may, in its discretion and if permitted by applicable law, direct that any benefit to which such Participant, former Participant, or spouse is entitled shall be terminated and that all future payments to which such person would otherwise be entitled be held and applied for the benefit of such person, such person's children or other dependents, or any of them, in such manner and in such proportion as the Committee may deem proper. .2 Amendment; Modification. The Company, acting through its Board of Directors, shall have the power, in its unlimited discretion, to amend or terminate the Plan at any time. However, in no event shall any such amendment or termination relieve the Company of its obligations to provide benefits as provided under the Plan as of the date of such amendment or termination, nor shall any such amendment in any way reduce such benefits for persons who are currently entitled to the receipt of or are receiving benefits. .3 Binding Effect. The Plan shall be binding upon the Company, its assigns, and any successor company which shall succeed to substantially all of its assets and business through merger, acquisition or consolidation, and upon a Participant, his assigns, heirs, executors and administrators. .4 Written Notice. Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to the Committee of the Plan, at the address of the Company's principal offices. If notice is to be given to a Participant, such notice shall be addressed to the then current address shown for such Participant in the personnel records of the Company or, in the absence of any such address in such records, the last known address for such person. .5 Indirect Payment. In the event that the Committee finds that a Participant, former Participant or spouse is unable to care for his or her affairs because of illness or accident, any benefits payable hereunder may, unless claim has been made therefor by a duly appointed guardian, conservator or other legal representative, be paid to a spouse, child, parent, or other blood relative of such person, or to anyone found by the Committee (in its sole discretion and judgment) to have incurred expense for the support and maintenance of such Participant, former Participant or spouse and any such payment made shall be a complete discharge of all liability of the Company under the Plan, to the extent of such payment. .6 Withholding. The Company shall have the right to withhold from the payment of any benefits or payments payable under this Plan an amount equal to the federal, state and local income taxes and all other sums required to be withheld with respect to such benefit or payment. .7 Right of Employment. Nothing in this Plan shall be construed as imposing any obligation on the Company or giving any Participant the right to be retained in the employ of the Company or the right to any payment or additional compensation whatsoever except to the extent of the benefits provided for in the Plan. .8 Creditor Status. It is expressly intended and provided that the obligations imposed upon the Company by this Plan shall be general corporate obligations of the Company and that any trust which is established, insurance contracts purchased or other assets accumulated in order to assist the Company in meeting its obligations hereunder shall remain the general corporate assets of the Company which are subject to the claims of the general creditors of the Company. .9 No Guarantee of Tax Deferral. Nothing in this Plan shall be construed as a warranty, representation or covenant to a Participant or spouse that any benefits payable hereunder will be nontaxable under federal or state law prior to payment of such benefits. .10 No Effect on Other Plans. Benefits payable under this Plan do not affect the right of an eligible Participant or his or her spouse to receive benefits under the Profit Sharing Plan or any other employee benefit plan or deferred compensation arrangement offered by the Company. .11 Gender and Number. As the context requires herein (i) the masculine shall include the feminine and vice versa and (ii) the singular shall include the plural and vice versa. .12 Governing Law; Severability. The provisions of the Plan shall be construed, administered and enforced according to the laws of the State of North Carolina. If any part of this Plan shall be held by the courts to be unlawful or unenforceable in whole or in part, such invalidity shall not affect the validity or enforceability of the remaining provisions of this Plan. IN WITNESS WHEREOF, and as evidence of the adoption of this Plan by the Board of Directors of the Company on May 4, 1995, the Company has caused these presents to be executed by its duly authorized officer on its behalf, to be effective as of the Effective Date. ATTEST: FOOD LION, INC. By: Dan Boone, Secretary Tom E. Smith, President [SEAL] Exhibit A Initial Participants -----END PRIVACY-ENHANCED MESSAGE-----