-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ayERGC64epQS2vSL26y0uHCYgraY36mUmLLAXPbKPcSWcnylj84cFQ4uDuO+XGFu sxflxS/udjbsu8E/YeYr9A== 0000835582-94-000010.txt : 19941103 0000835582-94-000010.hdr.sgml : 19941103 ACCESSION NUMBER: 0000835582-94-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19940910 FILED AS OF DATE: 19941031 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMELAND HOLDING CORP CENTRAL INDEX KEY: 0000835582 STANDARD INDUSTRIAL CLASSIFICATION: 5400 IRS NUMBER: 731311075 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-22829 FILM NUMBER: 94556127 BUSINESS ADDRESS: STREET 1: 400 N E 36TH ST CITY: OKLAHOMA CITY STATE: OK ZIP: 73125 BUSINESS PHONE: 4055575500 MAIL ADDRESS: STREET 1: 400 N E 36TH CITY: OKLAHOMA CITY STATE: OK ZIP: 73125 FORMER COMPANY: FORMER CONFORMED NAME: SWO HOLDING CORP DATE OF NAME CHANGE: 19901017 FORMER COMPANY: FORMER CONFORMED NAME: SWO ACQUISTION CORP DATE OF NAME CHANGE: 19890716 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 10, 1994 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to ______ Commission file No.: 33-48862 HOMELAND HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 73-1311075 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 N.E. 36th Street Oklahoma City, Oklahoma 73125 (Address of principal executive offices) (Zip Code) (405) 557-5500 (Registrant's telephone number, including area code) 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 [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of October 21, 1994. Class A Common Stock, including redeemable common stock: 34,743,200 shares Class B Common Stock: None PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS HOMELAND HOLDING CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) ASSETS
September 10,January 1, 1994 1994 ----------------------- (Unaudited) Current assets: Cash and cash equivalents $ 1,701 $ 2,194 Receivables, net of allowance for uncollectible accounts of $1,543 and $2,034 9,614 11,750 Inventories 91,745 93,145 Prepaid expenses and other current assets 10,611 3,697 Deferred tax assets 3,997 3,997 -------- -------- Total current assets 117,668 114,783 Property, plant and equipment: Land 12,077 12,486 Buildings 30,361 30,335 Fixtures and equipment 61,422 60,043 Land and leasehold improvements 32,522 31,045 Software 17,915 17,410 Leased assets under capital leases 51,289 51,321 Construction in progress 3,691 2,564 -------- -------- 209,277 205,204 Less accumulated depreciation and amortization 78,229 67,509 -------- -------- Net property, plant and equipment 131,048 137,695 Excess of purchase price over fair value of net assets acquired, net of amortization of $795 and $717 3,737 3,815 Other assets and deferred charges 12,165 13,919 -------- -------- Total assets $264,618 $270,212 ======== ======== Continued
The accompanying notes are an integral part of these financial statements. HOMELAND HOLDING CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS, Continued (In thousands, except share and per share amounts) LIABILITIES AND STOCKHOLDERS' EQUITY
September 10,January 1, 1994 1994 ----------------------- (Unaudited) Current liabilities: Accounts payable - trade $ 31,939 $ 33,800 Salaries and wages 1,887 2,746 Taxes 8,199 4,724 Accrued interest payable 690 3,366 Other current liabilities 4,834 6,548 Current portion of long-term debt 750 6,000 Current portion of obligations under capital leases 3,088 3,334 -------- -------- Total current liabilities 51,387 60,518 Long-term obligations: Long-term debt 143,000 135,750 Obligations under capital leases 15,694 17,807 Other noncurrent liabilities 7,861 9,709 -------- -------- Total long-term obligations 166,555 163,266 Commitments and contingencies - - Redeemable common stock, Class A, $.01 par value, 3,864,211 shares at September 10, 1994 and 3,970,211 shares at January 1, 1994, at redemption value 9,313 9,568 Stockholders' equity: Common stock Class A, $.01 par value, authorized - 40,500,000 shares, issued - 31,604,989 shares at September 10, 1994 and 31,498,989 shares at January 1, 1994 outstanding - 30,878,989 shares 316 315 Additional paid-in capital 46,612 46,358 Accumulated deficit (7,822) (7,753) Minimum pension liability adjustment - (572) Treasury stock, 726,000 shares at September 10, 1994 and 620,000 shares at January 1, 1994, at cost (1,743) (1,488) -------- -------- Total stockholders' equity 37,363 36,860 -------- -------- Total liabilities and stockholders' equity $264,618 $270,212 ======== ========
The accompanying notes are an integral part of these financial statements. HOMELAND HOLDING CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited)
12 weeks 12 weeks ended ended September 10,September 11, 1994 1993 -------------------------- Sales, net $ 174,264 $ 180,866 Cost of sales 128,443 136,145 ---------- ---------- Gross profit 45,821 44,721 Selling and administrative 43,962 41,050 ---------- ---------- Operating profit 1,859 3,671 Interest expense 4,140 4,025 ---------- ---------- Loss before income taxes (2,281) (354) Income tax expense - 465 ---------- ---------- Net loss $ (2,281) $ (819) ========== ========== Net loss per common share $ (.07) $ (.02) ========== ========== Weighted average shares outstanding 34,743,200 34,970,164 ========== ==========
The accompanying notes are an integral part of these financial statements. HOMELAND HOLDING CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited)
36 weeks 36 weeks ended ended September 10,September 11, 1994 1993 -------------------------- Sales, net $ 541,591 $ 561,329 Cost of sales 400,115 417,770 ---------- ---------- Gross profit 141,476 143,559 Selling and administrative 128,309 128,922 ---------- ---------- Operating profit 13,167 14,637 Interest expense 12,190 13,453 ---------- ---------- Income before income taxes and extraordinary items 977 1,184 Income tax expense 1,046 1,945 ---------- ---------- Loss before extraordinary items (69) (761) Extraordinary items net of applicable income taxes of $785 - (3,139) ---------- ---------- Net loss $ (69) $ (3,900) ========== ========== Loss before extraordinary items per common share $ (.00) $ (0.02) Extraordinary items per common share - (0.09) ---------- ---------- Net loss per common share $ (.00) $ (0.11) ========== ========== Weighted average shares outstanding 34,756,672 34,977,236 ========== ==========
The accompanying notes are an integral part of these financial statements. HOMELAND HOLDING CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share and per share amounts) (Unaudited)
Minimum Class A Additional Pension Total Common Stock Paid-inAccumulatedLiabilityTreasury StockStockholders' Shares Amount Capital DeficitAdjustmentShares Amount Equity ------ ------------- ----------------------- ------ ------ Balance, January 2, 199331,364,989$314$46,036$(8,035)$ -486,000$(1,165)$37,150 Purchase of treasury stock 19,500- 47 - - 19,500 (47) - Net loss - - - (3,900) - - - (3,900) ---------- ---- --------------- ----- --------------------- Balance, September 11, 199331,384,489$314$46,083$(11,935)$ -505,500$(1,212)$33,250 ========== ==== =============== ===== ===================== Balance, January 1, 199431,498,989$315$46,358$ (7,753)$(572)620,000$(1,488)$36,860 Purchase of treasury stock106,0001 254 - - 106,000 (255) - Adjustment to reduce minimum liability - - - - 572 - - 572 Net loss - - - (69) - - - (69) ---------- ---- --------------- ----- --------------------- Balance, September 10, 199431,604,989$316$46,612$ (7,822)$ -726,000$(1,743)$37,363 ========== ==== =============== ===== ===================== The accompanying notes are an integral part of these financial statements. /TABLE HOMELAND HOLDING CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, except share and per share amounts) (Unaudited)
36 weeks 36 weeks ended ended September 10,September 11, 1994 1993 -------------------------- Cash flows from operating activities: Net loss $ (69) $(3,900) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 11,399 11,152 Amortization of financing costs 998 1,039 Loss on disposal of assets 28 11 Amortization of beneficial interest in operating leases 179 182 Write-off of financing costs on long-term debt retired - 1,148 Provision for losses on accounts receivable 87 125 Change in assets and liabilities: Decrease in receivables 2,049 4,733 Decrease in inventories 1,400 7,029 Increase in prepaid expenses and other current assets(6,914)(1,608) (Increase) decrease in other assets and deferred charges107(89) Increase (decrease) in accounts payable - trade(1,861) 980 Decrease in salaries and wages (859) (1,464) Increase (decrease) in taxes 3,475 (720) Decrease in accrued interest payable (2,676) (3,888) Decrease in other current liabilities (1,142) (2,530) Decrease in other noncurrent liabilities (1,768) (840) ------- ------- Net cash provided by operating activities 4,433 11,360 ------- ------- Cash flows used in investing activities: Capital expenditures (4,713) (3,893) Cash received from sale of assets 401 298 ------- ------- Net cash used in investing activities (4,312) (3,595) ------- ------- Cash flows used by financing activities: Payments on subordinated debt - (47,750) Net borrowings under revolving credit loans 3,000 13,250 Principal payments under notes payable (1,000) (1,250) Principal payments under capital lease obligations(2,359) (2,178) Payments to acquire treasury stock (255) (47) Increase in book overdraft - 4,355 ------- ------- Net cash used by financing activities (614) (33,620) ------- -------
Continued HOMELAND HOLDING CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued (In thousands, except share and per share amounts) (Unaudited)
36 weeks 36 weeks ended ended September 10,September 11, 1994 1993 -------------------------- Net decrease in cash and cash equivalents $ (493)$(25,855) Cash and cash equivalents at beginning of period 2,194 25,855 ------- -------- Cash and cash equivalents at end of period $ 1,701 $ - ======= ======== Supplemental information: Cash paid during the period for interest $13,794 $ 16,389 ======= ======== Cash paid during the period for income taxes $ 236 $ 135 ======= ======== Supplemental schedule of noncash investing activities: Capital lease obligations assumed $ - $ 3,017 ======= ========
The accompanying notes are an integral part of these financial statements. HOMELAND HOLDING CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Preparation of Consolidated Financial Statements. The accompanying unaudited consolidated financial statements of Homeland Holding Corporation and Subsidiary (the "Company") reflect all adjustments consisting only of normal and recurring adjustments which are, in the opinion of management, necessary to present fairly the consolidated financial position and the consolidated results of operations and cash flows for the periods presented. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the period ended January 1, 1994 and the notes thereto. 2. Accounting Policies. The policies of the Company are summarized in the consolidated financial statements of the Company for the 52 weeks ended January 1, 1994 and the notes thereto. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Comparison of Twelve and Thirty-Six Weeks Ended September 10, 1994 with Twelve and Thirty-Six Weeks Ended September 11, 1993. Sales. Net sales for the 12 weeks and 36 weeks ended September 10, 1994 decreased 3.7% and 3.5%, respectively, over the net sales of the corresponding periods of 1993. The decreases in net sales were primarily attributable to increased competition in the Company's market area resulting primarily from additional store openings of Wal-Mart Stores, Inc. ("Wal-Mart") supercenter stores and Albertson's Inc. stores during late 1993 and 1994. (Five Wal-Mart supercenter stores and one Albertson's store opened in the Company's market area during the first three quarters of 1994). Although the Company does not know how many stores Wal-Mart ultimately will open in the Company's market area and the Company is taking steps to respond competitively, including increased promotions (see Cost and Expenses below), Wal-Mart's entry into the Company's market area may continue to have an adverse effect on the Company's operations in the future. Net sales for the 12 weeks and 36 weeks ended September 10, 1994 for the Company's continuing stores decreased 2.8% and 3.0%, respectively, over the comparable prior periods due primarily to competitors' store openings in the Company's market area. Cost and Expenses. Gross profit as a percentage of sales for the 12 weeks ended September 10, 1994 increased to 26.3% compared to 24.7% for the corresponding period of 1993. Gross profit as a percentage of sales for the 36 weeks ended September 10, 1994 increased to 26.1% compared to 25.6% for the corresponding period of 1993. The increase in the gross profit margin for the 12 weeks and 36 weeks ended September 10, 1994 was due in part to higher vendor retail allowances than in the corresponding periods of 1993. During the first three quarters of 1994, additional emphasis was placed on obtaining vendor retail allowances, which resulted in the Company's receiving more such allowances during this period than in the first three quarters of 1993. The increase in vendor retail allowances was offset in part by increased markdowns which were taken in response to the increased competition in the Company's market area in an effort to remain price competitive and retain market share. The increased markdowns occurred primarily in the first quarter of 1994. The increase in gross profit margin for the 12 weeks ended September 10, 1994 was also due to above normal store inventory losses which were recognized during the corresponding period of the prior year. Gross profit without regard to warehouse and transportation costs as a percentage of sales increased to 28.8% for the 12 weeks ended September 10, 1994 compared to 27.1% for the comparable prior period, and increased to 28.5% for the 36 weeks ended September 10, 1994 compared to 27.8% for the same period last year. This increase is due to the higher vendor retail allowances during 1994 compared to the corresponding period of 1993 and the above normal inventory losses experienced at the Company's stores during the third quarter of 1993, offset in part by increased markdowns (which occurred primarily in the first quarter of 1994) in response to the increased competition. Selling and administrative expenses increased to 25.2% for the 12 weeks ended September 10, 1994 compared to 22.7% for the comparable prior period. Selling and administrative expenses as a percentage of sales increased to 23.7% for the 36 weeks ended September 10, 1994 from 23.0% for the comparable prior period on a total sales decline of $19.7 million. The increase in selling and administrative expenses as a percentage of sales was due in large part to the decrease in sales for the 36 weeks ended September 10, 1994 as compared to the prior year. Selling and administrative expenses decreased $613,000 for this period compared to the prior year. Expenses have decreased during the 12 weeks and 36 weeks ended September 10, 1994 due to a reduction in retail wages and benefits resulting from the modified collective bargaining agreement entered into with the United Food and Commercial Workers of North America in December 1993. In addition, during the 12 weeks and 36 weeks ended September 10, 1994 there was a decrease in consulting expenses compared to the corresponding periods of 1993. These decreases were offset by a contractual increase in the monthly fees in connection with the Company's computer services agreement and the one-time change in the administration of the vacation policy which occurred during the 12 weeks and 36 weeks ended September 11, 1993 which did not recur in 1994. Operating Income. Operating income for the 12 weeks ended September 10, 1994 decreased to $1.9 million compared to $3.7 million in the corresponding period of 1993, and decreased to $13.2 million for the 36 weeks ended September 10, 1994 compared to $14.6 million in the corresponding period of 1993. The decrease in operating income was due primarily to the decrease in sales and for the 12 weeks ended September 10, 1994 was also due to the increase in selling and administrative expenses. Interest Expense. Interest expense for the 12 weeks ended September 10, 1994 increased to $4.1 million from $4.0 million in the corresponding period of 1993 due to higher interest rates and an increase in the average outstanding borrowings under the Company's Revolving Credit Facility (defined hereafter). The increase in the average outstanding borrowings is primarily due to a $6 million prepayment made in July 1994 to join the state workers compensation insurance program. Interest expense for the 36 weeks ended September 10, 1994 decreased to $12.2 million from $13.5 million in the corresponding period of 1993. The decrease was due to the redemption of the Company's 15-1/2% Subordinated Notes due November 1, 1997 (the "Subordinated Notes") on March 1, 1993. Income Tax Expense. There was no income tax expense incurred for the 12 weeks ended September 10, 1994 compared to $465,000 for the corresponding period of the prior year. The income tax expense for the 36 weeks ended September 10, 1994 was $1.0 million compared to $1.2 million (including the net effects of the extraordinary items discussed below) for the corresponding period of the prior year. The income tax expense is principally comprised of alternative minimum tax expense. Extraordinary Items. There were no extraordinary items incurred during the 12 weeks or 36 weeks ended September 10, 1994. Extraordinary items for the 12 weeks ended March 27, 1993 consisted of the payment of $2.776 million in premiums on the redemption of $47.750 million in aggregate principal amount of the Subordinated Notes at a purchase price of 105.8% of the outstanding principal amount and $1.148 million in unamortized financing costs related to the redemption of the Subordinated Notes. The extraordinary items for such 1993 period have been shown in the financial statements net of income taxes of $785,000. Income or Loss. The Company recorded net loss of $2.3 million and $69,000, respectively, during the 12 weeks and 36 weeks ended September 10, 1994, compared to net loss of $819,000 and $3.9 million, respectively, for the comparable prior periods. The increase in the net loss for the 12 weeks ended September 10, 1994 is due to the decrease in sales and the increases in selling and administrative expenses and interest expense, offset in part by the increase in gross profit margin. The decrease in the net loss for the 36 weeks ended September 10, 1994 was due to the decreases in selling and administrative expenses, interest expense and the extraordinary items recognized in the 12 weeks ended March 27, 1993, offset in part by the decrease in sales. Liquidity and Capital Resources The major sources of liquidity for the Company's operations and expansion have been internally generated funds and borrowings under revolving credit facilities. The Company's Revolving Credit Agreement, dated as of March 4, 1992, as amended (the "Revolving Credit Agreement"), among the Company, Union Bank of Switzerland, New York Branch ("UBS"), as agent and as lender, and other lenders and other financial institutions, provides for a commitment of up to $50 million in secured revolving credit loans, including a swing loan and certain letters of credit (the "Revolving Credit Facility"). Borrowings under the Revolving Credit Agreement bear interest at the UBS Base Rate plus 1.5% or at an adjusted Eurodollar Rate plus 2.5%, which rates are subject to increase upon certain conditions. At October 21, 1994, $25 million was outstanding under the Revolving Credit Facility. At October 21, 1994, the Company had outstanding indebtedness of $12 million of Series A Senior Secured Floating Rate Notes due 1997, bearing interest at a floating rate of 3% over LIBOR, $75 million of Series B Senior Secured Fixed Rate Notes due 1999, bearing interest at 11-3/4% per annum which are not redeemable by the Company until on or after March 1, 1997, and $33 million of Series D Senior Secured Floating Rate Notes due 1997. These notes were issued under an Indenture with United States Trust Company of New York, as trustee (the "Senior Note Indenture"). The Company has received a waiver from its lenders through December 14, 1994, for failure to comply with certain financial covenants under the Revolving Credit Agreement at the end of the third quarter of 1994. The Company is in the process of discussing with its lenders an amendment to permanently change such covenants. In addition, based on the Company's recent operating performance, management believes that it is probable that the Company will not be able to comply with certain financial covenants under the Revolving Credit Agreement at the end of fiscal year 1994. Furthermore, the Company expects that it will not be in compliance with one of its financial covenants contained in the Senior Note Indenture at the end of fiscal year 1994. If the Company is not in compliance with its financial covenants, it will seek to obtain amendments from its lenders. Although the Company has been successful in obtaining amendments to its Revolving Credit Agreement in the past, there is no assurance that it will be able to do so in the future. There is also no assurance that it would be able to obtain an amendment under the Senior Note Indenture if one is required. The Company has engaged outside advisors to assist with the sale of all or a substantial portion of the operations of the Company. Management is working toward the sale of a significant portion of the operations of the Company. If such a sale is not completed, management would pursue other strategic alternatives, including but not limited to mergers, joint ventures or further outsourcing. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Company's 1994 Annual Meeting of Stockholders was held August 23, 1994. At the meeting, the Company's Board of Directors was re-elected in its entirety. Item 5. Other Information Employment Agreements In August 1994, Homeland entered into a three-year employment agreement with Max E. Raydon, the Company's President and Chief Executive Officer. The agreement provides a base annual salary of not less than $180,000, subject to increase from time to time at the discretion of the Board of Directors and authorizes reimbursement for certain business-related expenses. Under the agreement, Mr. Raydon is entitled to participate in the Management Incentive Plan established by Homeland. Mr. Raydon is also entitled to receive a special one-time non-recurring cash bonus in an amount to be determined pursuant to a formula based on the Company's stock price at the time of a transaction (minimum amount payable of $200,000) if a Trigger Event (defined generally as a merger, sale of more than 50% of the Company's stock, or the sale of substantially all of the Company's assets) occurs on or prior to December 31, 1995 (or by February 28, 1996 if a definitive agreement is in place at December 31, 1995). If the agreement is terminated by Homeland for other than cause prior to a change of control or is terminated by Mr. Raydon for good reason prior to a change of control, Mr. Raydon is entitled to receive a lump sum payment equal to three times his salary (without regard to the 10% reduction in management salaries effected in June 1993) plus a pro rata amount of the incentive compensation for the portion of the incentive year that precedes the date of termination, subject to reduction to the extent of any compensation received from other employment. If the agreement is terminated, whether voluntary or involuntary, within 180 days following a change of control or a Trigger Event, Mr. Raydon is entitled to receive payment as set forth in the preceding sentence including the amount forgone by Mr. Raydon under the 10% reduction in management salaries effected in June 1993, and such amount would not be subject to any offset as a result of his receiving compensation from other employment. In August 1994, the Company entered into a two-year employment agreement with Jack M. Lotker, the Company's Senior Vice President of Administration. The agreement provides a base annual salary of not less than $130,500, subject to increase from time to time at the discretion of the Board of Directors and authorizes reimbursement for certain business-related expenses. Under the agreement, Mr. Lotker is entitled to participate in the Management Incentive Plan established by Homeland. Mr. Lotker is also entitled to receive a special one-time non-recurring cash bonus in an amount to be determined pursuant to a formula based on the Company's stock price at the time of a transaction if a Trigger Event occurs on or prior to December 31, 1995 (or by February 28, 1996 if a definitive agreement is in place at December 31, 1995). If the agreement is terminated by Homeland for other than cause prior to a change of control or is terminated by Mr. Lotker for any reason prior to a change of control, Mr. Lotker is entitled to continue to receive his compensation until the first anniversary of such termination, subject to reduction to the extent of any compensation received from other employment. If the agreement is terminated, whether voluntary or involuntary, within 180 days following a change of control or a Trigger Event, Mr. Lotker is entitled to receive payment equal to one year's salary, plus a pro rata amount of the incentive compensation for the portion of the incentive year that precedes the date of termination, plus any amount forgone by Mr. Lotker under the 10% reduction in management salaries effected in June 1993, and would not be subject to any offset as a result of his receiving compensation from other employment. Furthermore, if Mr. Lotker is entitled to receive severance benefits as outlined or if his employment terminates due to his death or Disability (as defined), Homeland will pay his relocation expenses from Oklahoma to any location in the continental United States and will reimburse him for any loss incurred on the sale of his current home following a reasonable effort to obtain a good sales price, subject to reduction to the extent of any compensation received from other employment. In August 1994, the Company entered into a two-year employment agreement with both Steve Mason, the Company's Vice President of Marketing and Al Fideline, the Company's Vice President of Retail Operations. The agreements provide a base annual salary of not less than $130,500 and $80,000, respectively, subject to increase from time to time at the discretion of the Board of Directors and authorizes reimbursement for certain business-related expenses. Under the agreements, Messrs. Mason and Fideline are entitled to participate in the Management Incentive Plan established by Homeland. Messrs. Mason and Fideline are also entitled to receive a special one-time non- recurring cash bonus in an amount to be determined pursuant to a formula based on the Company's stock price at the time of a transaction if a Trigger Event occurs on or prior to December 31, 1995 (or by February 28, 1996 if a definitive agreement is in place at December 31, 1995). If the agreements are terminated by Homeland for other than cause prior to a change of control, Messrs. Mason and Fideline are each entitled to receive severance benefits in accordance with Homeland's generally applicable plans, policies or procedures, subject to any offset as a result of receiving compensation from other employment. If the agreements are terminated, whether voluntary or involuntary, within 180 days following a change of control or a Trigger Event, Messrs. Mason and Fideline are each entitled to receive payment equal to one year's salary, plus a pro rata amount of the incentive compensation for the portion of the incentive year that precedes the date of termination, plus any amount forgone by Messrs. Mason or Fideline under the 10% reduction in management salaries effected in June 1993, and would not be subject to any offset as a result of them receiving compensation from other employment. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: The following exhibits are filed as part of this Report: Exhibit No. Description 10ll (1) Employment Agreement, dated as of August 11, 1994, between Homeland and Max E. Raydon. 10mm (1) Employment Agreement, dated as of August 11, 1994, between Homeland and Jack M. Lotker. 10nn (1) Employment Agreement, dated as of August 11, 1994, between Homeland and Steve Mason. 10oo (1) Employment Agreement, dated as of August 11, 1994, between Homeland and Al Fideline. (1) Management contract or compensatory plan. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter ended September 10, 1994. 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. HOMELAND HOLDING CORPORATION Date: October 31, 1994 By: Max E. Raydon Max E. Raydon, President, Chief Executive Officer and Director (Principal Executive Officer) Date: October 31, 1994 By: Mark S. Sellers Mark S. Sellers, Executive Vice President/Finance, Treasurer, Chief Financial Officer and Secretary (Principal Financial Officer) Date: October 31, 1994 By: Mary Mikkelson Mary Mikkelson, Chief Accounting Officer, Assistant Treasurer and Assistant Secretary (Principal Accounting Officer) EX-10.LL 2 Exhibit 10ll August 11, 1994 Mr. Max E. Raydon Homeland Stores, Inc. 400 N.E. 36th Street Oklahoma City, Oklahoma 73105 Dear Max: The purpose of this letter is to confirm, amend and restate the terms of your employment with Homeland Stores, Inc. ("Homeland"). This letter supersedes in all respects all prior agreements and understandings, whether written or oral, express or implied, between you and Home- land and any of its affiliates relating to your employment. 1. Duties You will be employed as the President and Chief Executive Officer of Homeland and in such other executive capacities for Homeland, Homeland Holding Corporation ("Holding") or any subsidiary of Homeland (the "Homeland Group") as may be determined from time to time by or under the authority of Homeland's Board of Directors. You will devote all of your skill, knowledge and full working time (reasonable vacation time and absence for sickness or dis- ability excepted) solely and exclusively to the conscien- tious performance of such duties. 2. Term This letter agreement shall be effective as of July 1, 1994 and expire as of June 30, 1997, unless sooner terminated by reason of your death or Disability (as defined hereinafter) or in accordance with paragraph 8 or paragraph 9 hereof. For purposes of this letter agreement, "Disability" is defined to mean that, as a result of your incapacity due to physical and mental illness, you shall have been absent from your duties to the Homeland Group on a substantially full-time basis for six consecutive months, and within 30 days after Homeland notifies you in writing that it intends to replace you, you shall not have returned to the performance of your duties on a full-time basis. 3. Base Salary As compensation for the duties to be performed by you under the terms of this letter agreement, Homeland will pay you a base salary in the amount of $180,000 per annum (which amount reflects the effect of a 10% reduction in the base salaries of all Homeland management personnel, effec- tive as of June 1, 1993). It is contemplated that Homeland will review your base salary from time to time and, at the discretion of the Board of Directors, may increase your base salary from time to time based upon your performance, then generally prevailing industry salary scales and other rele- vant factors. (Such annual base salary, as it may hereafter be increased, shall be referred to as your "Actual Salary"). Notwithstanding the foregoing, several elements of your compensation hereunder shall be based upon your "Adjusted Salary" which shall mean the greater of (i) your Actual Salary or (ii) $200,000 per annum. 4. Incentive Bonus During the term of this letter agreement, you will be entitled to participate in Homeland's annual incentive compensation program (the "Bonus Plan") in effect from time to time at a level commensurate with your position. Not- withstanding the foregoing, for 1994 your annual bonus opportunity at the target level of performance shall be 100% of your Actual Salary and in no event shall your annual bonus opportunity at the target level of performance for years after 1994 be less than 50% of your Actual Salary. 5. Retention Bonus Subject to the provisions of this paragraph 5, you shall be entitled to receive a special one-time non-recur- ring cash bonus in the amount of $200,000 or, if greater, the amount determined in accordance with the schedule attached hereto as Exhibit 1 if, on or prior to the End Date (as defined below), there shall occur (i) the closing of a sale (a "Stock Sale") of at least 50% of the Class A Common Stock of Holding, par value $.01 per share (the "Stock") to any person or entity (a "Third Party Purchaser") other than any partnership, fund or other investment vehicle managed or advised by Clayton, Dubilier & Rice (an "Affiliated Fund") and other than any affiliate of such an Affili- ated Fund (Homeland executive officers, management or employees shall not be deemed to be affiliates of such an Affiliated Fund), (ii) the effective date of a merger of Holding with or into another corporation immediately following which the persons or entities who were the shareholders of Holding immediately prior to the merger (together with any affiliates thereof, any Affiliated Fund and any affiliates of an Affiliated Fund) own, directly or indirectly, less than 50% of the voting power of all voting equity securities of the surviving or resulting entity (a "Merger") or (iii) the adoption of a plan of liquidation of Holding following the sale of substantially all of its assets (including, without limitation, the common stock of Homeland) to one or more Third Party Purchasers (a "Liquidation"). For purposes of this paragraph 5, the End Date shall mean the later of (i) December 31, 1995 or (ii) if a definitive sale agreement or merger agreement has been executed prior to December 31, 1995 and the closing of which occurs not later than February 28, 1996 (or such later date as the Board of Directors of Holding shall designate), the date on which such Stock Sale, Merger or sale of assets described in subparagraph 5(iii) above occurs. Except as otherwise provided in this paragraph 5, payment of the Retention Bonus shall be made at the same time as any cash and/or other property received in connec- tion with a Stock Sale, Merger or Liquidation (the "Consideration") is distributed in full to shareholders, provided that (i) in the event that any partial distribution of the Consideration is made to the shareholders of Holding, whether as an extraordinary dividend or otherwise, a pro- rata payment of the Retention Bonus (based on the percentage that the partial distribution to shareholders is of the Consideration expected to be paid to shareholders, as deter- mined by the Board of Directors of Holding) shall be made at the time as such distribution, (ii) if the Consideration has not been distributed to shareholders prior to the second anniversary of the Trigger Event, on such date you shall be paid the amount, if any, that the Board of Directors of Holding shall determine to be payable as a Retention Bonus (based on its then best estimate of the amount to be paid as the Consideration); and (iii) the Board may authorize an advance payment of all or any portion of the Retention Bonus at any time after the occurrence of a Trigger Event. Notwithstanding anything else contained in this paragraph 5 to the contrary, no Retention Bonus shall be payable to you under this paragraph 5 unless (i) you are still an employee of the Homeland Group on the date on which any Trigger Event occurs and (ii) you do not voluntarily terminate your employment after that date without the con- sent of the Board of Directors of Homeland; provided that if a Trigger Event occurs within ninety (90) days after the date, if any, on which your employment is terminated by Homeland without Cause (as provided in paragraph 10 below) or by reason of your death or Disability, Homeland shall pay you, at the same time as payment is made to other Homeland executives with respect to their retention bonuses, an amount (in addition to any amount payable under paragraph 10 on account of such termination) equal to the product of (i) the amount that would otherwise have been payable to you hereunder times (ii) a fraction (not to exceed 1), the numerator of which is the number of full or partial calendar months during which you were employed since July 1, 1994 and the denominator is the total number of full or partial calendar months from July 1, 1994 to the date payment is made to other Homeland executives with respect to their retention bonuses. Notwithstanding anything else contained in any other compensation or benefit plan, program or arrangement of Homeland to the contrary, the amount, if any, payable as a Retention Bonus (and any amount payable under paragraph 9 below) shall (i) not be taken into account in any manner in calculating any other benefits payable to you under any such plan, program or arrangement and (ii) be in lieu of any other retention compensation program in which you would be entitled to participate under Homeland's generally appli- cable policies or procedures. To the extent required to satisfy the intent of this paragraph 5, this letter agree- ment shall be deemed to be an amendment to the terms of any such plan, program or arrangement. 6. Expenses Homeland will furnish, insure and maintain for your use while you are employed by Homeland an automobile of a type commensurate with your status, selected by you and approved by the Board of Directors. Upon termination of your employment with Homeland, you will have the option to purchase such automobile at its fair market (wholesale) value. Homeland will reimburse you for reasonable travel, lodging, meal and other appropriate expenses incurred by you in connection with your performance of services under this letter agreement upon submission by you of evidence, satis- factory to Homeland, of the incurrence and purpose of each such expense. 7. Employee Benefits Homeland shall provide you with the same medical, dental, vision, life and disability insurance and other welfare benefits as it provides to its other executive offi- cers (the "Welfare Benefits Arrangements"). During the term of this letter agreement you will also be eligible to parti- cipate in Homeland's retirement and profit sharing plans in effect from time to time on the same basis as Homeland's other executive officers, subject to the terms and provi- sions of such plans. You shall be entitled to paid vacation in accordance with Homeland's generally applicable plans, policies or procedures. 8. Termination of Employment Following a Change of Control Upon any termination of your employment, whether voluntary or involuntary, within 180 days following a Change of Control (as defined in the Revolving Credit Agreement, dated as of March 4, 1992, as amended, between Homeland, Holding and Union Bank of Switzerland, New York Branch, as agent) or a Trigger Event, Homeland will pay you an amount equal to the sum of (i) three times your Adjusted Salary in effect immedi- ately prior to the Change of Control; (ii) an amount equal to the product of (A) your target bonus under the Bonus Plan for the year in which your termination occurs and (B) a fraction, the numerator of which is the number of days during such year prior to and including the date of your termination of employment and the denominator of which is 365, provided that if your termination occurs during 1994, such amount shall be based on target bonus without pro-ration but shall be reduced, to the extent applicable, by any amount paid to you under the Bonus Plan for 1994 prior to the date on which your termination occurs; and (iii) the amount otherwise payable to you upon a Change of Control under Homeland's generally applicable plan, policy or arrangement in respect of the 10% reduction in the base salaries of all Homeland management personnel, effective as of June 1, 1993. Homeland will pay you the cash amounts set forth in the immediately preceding paragraph in a lump sum payment no later than 5 business days after the date your employment terminates or in 36 approximately equal monthly install- ments, as directed by you at your option. Such amounts will not be subject to any offset, mitigation or other reduction as a result of any amounts or benefits paid or offered to be paid to you as a Retention Bonus. Further, the foregoing amounts and benefits will not be subject to any offset, mitigation or other reduction as a result of your receiving salary or other benefits by reason of your securing other employment. Homeland will also continue your coverage under the Welfare Benefit Arrangements for a period of three years after the date your employment terminates, provided that if Homeland is unable to or chooses not to continue any such coverage for all or any portion of such period, it shall not be obligated to provide such coverage and shall instead pay you (within 15 days after such coverage is to cease) an amount equal to (A) the remainder of (x) 36 minus (y) the number of months that such coverage that is so provided times (B) the monthly amount it would have paid with respect to such coverage under the applicable the Welfare Benefit Arrangement. The amounts payable to you under this paragraph 8 and the amounts, if any, payable to you in accordance with the provisions of paragraph 5 shall be paid in full satisfaction of the liabilities of the Homeland Group to you under this agreement and in conjunction with your termina- tion of employment (and shall be in lieu of any severance payments to which you would otherwise be entitled under Homeland's generally applicable plans, policies or procedures). Nothing in the preceding sentence shall be interpreted to limit in any way any rights or release any obligations that you may have with respect to your ownership of any shares of Stock. 9. Termination of Employment Prior to a Change of Control Upon (a) the termination of your employment by Homeland for other than Cause (as hereinafter defined) prior to a Change of Control or (b) the termination of your employment by you for Good Reason (as hereinafter defined) prior to a Change of Control, Homeland will pay you the amounts and benefits set forth in this paragraph 9, provided that the amounts payable hereunder shall be reduced, to the extent applicable, by any amount paid to you under the Bonus Plan for services rendered in the year in which your termi- nation occurs. Except as otherwise expressly provided herein, you shall be treated with respect to your termina- tion of employment in the same manner as any other similarly situated employee under Homeland's generally applicable plans, policies and procedures. Homeland shall pay you an amount equal to three times your Adjusted Salary in a single lump sum payment no later than 10 business days after the date on which your employment terminates. Homeland shall also pay you an amount equal to the product of (i) your target bonus under the Bonus Plan for the year in which your termination occurs and (ii) a fraction, the numerator of which is the number of days during such year prior to and including the date of your termination of employment and the denominator of which is 365. Any amount payable in respect of the Bonus Plan under the immediately preceding sentence shall be paid at the normal time for payment of bonuses thereunder. Homeland will also continue your coverage under the Welfare Benefit Arrangements for a period of three years after the date your employment terminates, provided that if Homeland is unable to or chooses not to continue any such coverage for all or any portion of such period, it shall not be obligated to provide such coverage and shall instead pay you (within 15 days after such coverage is to cease) an amount equal to (A) the remainder of (x) 36 minus (y) the number of months that such coverage is so provided times (B) the monthly amount it would have paid with respect to such coverage under the applicable the Welfare Benefit Arrange- ment. The foregoing amounts and benefits will be subject to any offset, mitigation or other reduction as a result of your receiving salary, similar benefits or other compensa- tion by reason of your securing other employment. Notwith- standing the foregoing, Homeland may at any time after the date of your termination, pay you in a lump sum, an amount equal to its good faith determination of the present value of the amounts remaining to be paid to the Employee as of the date of such lump sum payment, calculated using a discount factor based on the prime rate of any major New York bank plus one percent, whereupon Homeland's obligations under this paragraph 9 shall be discharged in full and it shall have no further obligation to you, including with respect to the Welfare Benefit Arrangements. The amounts payable to you under this paragraph 9 and the amounts, if any, payable to you in accordance with the provisions of paragraph 5 shall be paid in full satis- faction of the liabilities of the Homeland Group to you under this agreement and in conjunction with your termina- tion of employment (and shall be in lieu of any severance payments to which you would otherwise be entitled under Homeland's generally applicable plans, policies or proce- dures). Nothing in the preceding sentence shall be inter- preted to limit in any way any rights or release any obliga- tions that you may have with respect to your ownership of any shares of Stock. For purposes of this letter agreement, "Cause" is defined to mean (a) your willful failure to substantially perform your duties and continuance of such failure for more than 30 days after Homeland notifies you in writing that you are failing to substantially perform your duties, setting forth in reasonable detail the manner in which you are fail- ing so to perform your duties; (b) your engaging in serious misconduct which is injurious to Homeland; or (c) your con- viction in a court of proper jurisdiction of a crime which constitutes a felony. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there is delivered to you a copy of a resolution, duly adopted by Homeland's Board of Directors, finding that Homeland has "Cause" to terminate you as contemplated in this paragraph. In the event that Homeland shall terminate your employment for Cause, Homeland shall only be obligated to pay you (a) your Actual Base Salary earned through the date of such termination, (b) all benefits due and owing through the date of such termination, (c) the amount neces- sary to reimburse you for expenses incurred prior to the date of such termination for which Homeland has agreed to reimburse you as provided in this letter agreement and, to the extent provided under Homeland's generally applicable policies and procedures, any unused vacation time, plus (d) if your employment terminates upon your death or Disability, incentive compensation for the portion of the incentive year that precedes the date of such termination, such incentive compensation to be a pro rata amount of the incentive compensation payable for the entire incentive year, and to be paid at the normal time for payment of the incentive compensation. For purposes of this letter agreement, a termina- tion by you shall be treated as having occurred for "Good Reason" if it occurs within 120 days following the occur- rence of any of the following events without your prior written consent: (a) any assignment to you of any duties which are significantly different from, and result in a diminution of, the duties you are to assume pursuant to this letter agreement, (b) your removal or any failure to reelect or redesignate you to the positions of President and Chief Executive Officer of Homeland, except in connection with a termination of your employment by Homeland for Cause, (c) a change in your location of employment from Oklahoma City or (d) a material reduction in your Actual Salary. 10. Arbitration Any dispute or controversy arising under or in connection with this letter agreement shall be settled exclusively by arbitration in Oklahoma City, Oklahoma, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. 11. Binding Effect This letter agreement shall inure to the benefit of and be enforceable by your personal or legal representa- tives, executors, administrators, heirs, distributees, devisees and legatees. If you should die while any amounts would still be payable to you under this letter agreement if you had continued to live, all such amounts, unless other- wise provided herein, shall be paid in accordance with the terms of this letter agreement to your personal or legal representatives, executors, administrators, heirs, distribu- tees, devisees, legatees or estate, as the case may be. 12. Indemnification Homeland agrees to indemnify you to the fullest extent permitted by applicable Delaware law as in effect from time to time. 13. Notices All notices and other communications required or permitted to be given under this letter agreement shall be in writing and shall be deemed to have been given if deliv- ered personally or sent by certified express mail, return receipt requested, postage prepaid, to you at 2009 Shadow Lake Drive, Edmond, Oklahoma, 73034 or to Homeland at 400 N.E. 36th Street, Oklahoma City, OK 73105, Attention: President, with a copy to Clayton, Dubilier & Rice, Inc., 126 East 56th Street, New York, NY 10022, Attention: B. Charles Ames, or to such other address as either party shall specify by notice to the other. 14. General Provisions No provisions of this letter agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by Homeland's Board of Directors and is agreed to in a writing signed by you and such Homeland officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or other- wise, express or impled, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this letter agreement. The invalidity or unenforceability of any one or more provisions of this letter agreement shall not affect the validity or enforce- ability of any other provision of this letter agreement, which shall remain in full force and effect. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of Oklahoma, without giving effect to its conflict of laws provisions. * * * * If the foregoing accurately sets forth the terms of your employment with Homeland, please so indicate by signing below and returning one signed copy of this letter agreement to me. Sincerely, HOMELAND STORES, INC. /s/ Mark S. Sellers -------------------------- Mark S. Sellers, Executive Vice President and Chief Financial Officer ACCEPTED AND AGREED as of this 15th day of August, 1994 /s/ Max E. Raydon - - -------------------- Max E. Raydon Divestiture Proceeds
Gross Per Share Range Net Per Share Range Cumulative $MM Share of Distribution ($ in Thousands) $0.00 $1.92 $0.00 $1.92 $0.70 $ 200 1.92 2.02 1.90 1.98 1.11 300 2.02 2.11 1.98 2.07 1.56 420 2.11 2.21 2.07 2.15 2.05 560 2.21 2.30 2.15 2.23 2.67 690 2.30 2.40 2.23 2.30 3.14 840 2.40 2.49 2.30 2.38 3.75 1,000 2.49 2.60 2.38 2.47 4.51 1,200 2.60 2.71 2.47 2.56 5.35 1,430 2.71 2.82 2.56 2.64 6.26 1,670 2.82 2.94 2.64 2.73 7.25 1,930 2.94 3.05 2.73 2.81 8.32 2,220 3.05 3.16 2.81 2.88 9.47 2,530 3.16 3.27 2.88 2.96 10.69 2,860 3.27 3.38 2.96 3.03 12.00 3,200 3.38 3.49 3.03 3.11 13.30 3,550 3.49 3.60 3.11 3.18 14.60 3,890 3.60 3.71 3.18 3.26 15.90 4,240 3.71 3.82 3.26 3.33 17.20 4,590 3.82 3.94 3.33 3.40 18.60 4,930 3.94 4.05 3.40 3.48 19.60 5,280 4.05 4.16 3.48 3.55 21.10 5,630 4.16 4.27 3.55 3.63 22.40 5,980 4.27 4.38 3.63 3.70 23.70 6,320 4.38 4.49 3.70 3.77 25.01 6,670 4.49 4.60 3.77 3.85 26.31 7,020 4.60 4.71 3.85 3.92 27.61 7,360 4.71 4.83 3.92 3.99 28.91 7,710
EX-10.MM 3 Exhibit 10mm August 11, 1994 Mr. Jack M. Lotker Homeland Stores, Inc. 400 N.E. 36th Street Oklahoma City, Oklahoma 73105 Dear Jack: The purpose of this letter is to confirm, amend and restate the terms of your employment with Homeland Stores, Inc. ("Homeland"). This letter supersedes in all respects all prior agreements and understandings, whether written or oral, express or implied, between you and Homeland and any of its affiliates relating to your employment. 1. Duties You will be employed in such executive capacities for Homeland, Homeland Holding Corporation ("Holding") or any subsidiary of Homeland (the "Homeland Group") as may be determined from time to time by or under the authority of Homeland's Board of Directors. You will devote all of your skill, knowledge and full working time (reasonable vacation time and absence for sickness or disability excepted) solely and exclusively to the conscientious performance of such duties. 2. Term This letter agreement shall be effective as of July 1, 1994 and expire as of June 30, 1996, unless sooner terminated by reason of your death or Disability (as defined hereinafter) or in accordance with paragraph 8 or paragraph 10 hereof. For purposes of this letter agreement, "Disability" is defined to mean that, as a result of your incapacity due to physical and mental illness, you shall have been absent from your duties to the Homeland Group on a substantially full- time basis for six consecutive months, and within 30 days after Homeland notifies you in writing that it intends to replace you, you shall not have returned to the performance of your duties on a full-time basis. 3. Base Salary As compensation for the duties to be performed by you under the terms of this letter agreement, Homeland will pay you a base salary in the amount of $130,500 per annum (which amount reflects the effect of a 10% reduction in the base salaries of all Homeland management personnel, effective as of June 1, 1993). It is contemplated that Homeland will review your base salary from time to time and, at the discretion of the Board of Directors, may increase your base salary from time to time based upon your performance, then generally prevailing industry salary scales and other relevant factors. (Such annual base salary, as it may hereafter be increased, shall be referred to as your "Actual Salary"). Notwithstanding the foregoing, several elements of your compensation hereunder shall be based upon your "Adjusted Salary" which shall mean the greater of (i) your Actual Salary or (ii) $145,000 per annum. 4. Incentive Bonus During the term of this letter agreement, you will be entitled to participate in Homeland's annual incentive compensation program (the "Bonus Plan") in effect from time to time at a level commensurate with your position. Notwithstanding the foregoing, for 1994 your annual bonus opportunity at the target level of performance shall be 100% of your Actual Salary and in no event shall your annual bonus opportunity at the target level of performance for years after 1994 be less than 50% of your Actual Salary. 5. Retention Bonus Subject to the provisions of this paragraph 5, you shall be entitled to receive a special one-time non-recurring cash bonus in the amount determined in accordance with the schedule attached hereto as Exhibit 1 if, on or prior to the End Date (as defined below), there shall occur (i) the closing of a sale (a "Stock Sale") of at least 50% of the Class A Common Stock of Holding, par value $.01 per share (the "Stock") to any person or entity (a "Third Party Purchaser") other than any partnership, fund or other investment vehicle managed or advised by Clayton, Dubilier & Rice (an "Affiliated Fund") and other than any affiliate of such an Affiliated Fund (Homeland executive officers, management or employees shall not be deemed to be affiliates of such an Affiliated Fund), (ii) the effective date of a merger of Holding with or into another corporation immediately following which the persons or entities who were the shareholders of Holding immediately prior to the merger (together with any affiliates thereof, any Affiliated Fund and any affiliates of an Affiliated Fund) own, directly or indirectly, less than 50% of the voting power of all voting equity securities of the surviving or resulting entity (a "Merger") or (iii) the adoption of a plan of liquidation of Holding following the sale of substantially all of its assets (including, without limitation, the common stock of Homeland) to one or more Third Party Purchasers (a "Liquidation"); and as a result of such Stock Sale, Merger or Liquidation (a "Trigger Event") the shareholders of Holding receive cash and/or other property (the "Consideration") with respect to the Stock, having an aggregate value (as determined in good faith by the Board of Directors of Holding) of more than $1.73 per share (the "Threshold Amount"). For purposes of this paragraph 5, the End Date shall mean the later of (i) December 31, 1995 or (ii) if a definitive sale agreement or merger agreement has been executed prior to December 31, 1995 and the closing of which occurs not later than February 28, 1996 (or such later date as the Board of Directors of Holding shall designate), the date on which such Stock Sale, Merger or sale of assets described in subparagraph 5(iii) above occurs. Except as otherwise provided in this paragraph 5, payment of the Retention Bonus shall be made at the same time as the Consideration is distributed in full to shareholders, provided that (i) in the event that any partial distribution of the Consideration is made to the shareholders of Holding, whether as an extraordinary dividend or otherwise, a pro-rata payment of the Retention Bonus (based on the percentage that the partial distribution to shareholders is of the Consideration expected to be paid to shareholders, as determined by the Board of Directors of Holding) shall be made at the time of such distribution if, and only if, the Board of Directors of Holding shall determine that, based on its then best estimate of the amount to be paid as the Consideration, a Retention Bonus will be payable in accordance with this paragraph 5; (ii) if the Consideration has not been distributed to shareholders prior to the second anniversary of the Trigger Event, on such date you shall be paid the amount, if any, that the Board of Directors of Holding shall determine to be payable as a Retention Bonus (based on its then best estimate of the amount to be paid as the Consideration); and (iii) the Board may authorize an advance payment of all or any portion of the Retention Bonus at any time after the occurrence of a Trigger Event, if the Board of Directors of Holding determines in good faith that the shareholders are expected to receive Consideration in excess of the Threshold Amount. Notwithstanding anything else contained in this paragraph 5 to the contrary, no Retention Bonus shall be payable to you under this paragraph 5 unless (i) you are still an employee of the Homeland Group on the date on which any Trigger Event occurs and (ii) you do not voluntarily terminate your employment after that date without the consent of the Board of Directors of Homeland; provided that if a Trigger Event occurs within ninety (90) days after the date, if any, on which your employment is terminated by Homeland without Cause (as pro- vided in paragraph 10 below) or by reason of your death or Disability, Homeland shall pay you, at the same time as payment is made to other Homeland executives with respect to their retention bonuses, an amount (in addition to any amount payable under paragraph 10 on account of such termination) equal to the product of (i) the amount that would otherwise have been payable to you hereunder times (ii) a fraction (not to exceed 1), the numerator of which is the number of full or partial calendar months during which you were employed since July 1, 1994 and the denominator is the total number of full or partial calendar months from July 1, 1994 to the date payment is made to other Homeland executives with respect to their retention bonuses. Notwithstanding anything else contained in any other compensation or benefit plan, program or arrangement of Homeland to the contrary, the amount, if any, payable as a Retention Bonus (and any amount payable under paragraph 9 below) shall (i) not be taken into account in any manner in calculating any other benefits payable to you under any such plan, program or arrangement and (ii) be in lieu of any other retention compensation program in which you would be entitled to participate under Homeland's generally applicable policies or proce- dures. To the extent required to satisfy the intent of this paragraph 5, this letter agreement shall be deemed to be an amendment to the terms of any such plan, program or arrangement. 6. Expenses Homeland will furnish, insure and maintain for your use while you are employed by Homeland an automobile of a type commensurate with your status, selected by you and approved by the Board of Directors. Upon termination of your employment with Homeland, you will have the option to purchase such automobile at its fair market (wholesale) value. Homeland will reimburse you for reasonable travel, lodging, meal and other appropriate expenses incurred by you in connection with your performance of services under this letter agreement upon submission by you of evidence, satisfactory to Homeland, of the incurrence and purpose of each such expense. 7. Employee Benefits Homeland shall provide you with the same medical, dental, vision, life and disability insurance and other welfare benefits (the "Welfare Benefit Arrangements") as it provides to its other executive officers. During the term of this letter agreement you will also be eligible to participate in Homeland's retirement and profit sharing plans in effect from time to time on the same basis as Homeland's other executive officers, subject to the terms and provisions of such plans. You shall be entitled to paid vacation in accordance with Homeland's generally applicable plans, policies or procedures. 8. Termination of Employment Following a Change of Control Upon any termination of your employment, whether voluntary or involuntary, within 180 days following a Change of Control (as defined in the Revolving Credit Agreement, dated as of March 4, 1992, as amended, between Homeland, Holding and Union Bank of Switzerland, New York Branch, as agent) or a Trigger Event, Homeland will pay you an amount equal to the sum of (i) your Adjusted Salary in effect immediately prior to the Change of Control; (ii) an amount equal to the product of (A) your target bonus under the Bonus Plan for the year in which your termination occurs times (B) a fraction, the numerator of which is the number of days during such year prior to and including the date of your termination of employment and the denominator of which is 365, provided that if your termination occurs during 1994, such amount shall be based on target bonus without pro-ration but shall be reduced, to the extent applicable, by any amount paid to you under the Bonus Plan for 1994 prior to the date on which your termination occurs; (iii) the amount otherwise payable to you upon a Change of Control under Homeland's generally applicable plan, policies or procedures in respect of the 10% reduction in the base salaries of all Homeland management personnel, effective as of June 1, 1993. Homeland will pay you the cash amounts set forth in the immediately preceding paragraph in a lump sum payment no later than 5 business days after the date your employment terminates or in monthly installments, as directed by you at your option. Such amounts will not be subject to any offset, mitigation or other reduction as a result of any amounts or benefits paid or offered to be paid to you as a Retention Bonus. Further, the foregoing amounts and benefits will not be subject to any offset, mitigation or other reduction as a result of your receiving salary or other benefits by reason of your securing other employment. Homeland will also continue your coverage under the Welfare Benefit Arrangements for a period of one year after the date your employment terminates, provided that if Homeland is unable to continue any such coverage (or discontinues such coverage for all salaried employees) for all or any portion of such period, it shall not be obligated to provide such coverage and shall instead pay you (within 15 days after such coverage is to cease) an amount equal to (A) the remainder of (x) 12 minus (y) the number of months that such coverage is actually provided times (B) the monthly amount it would have paid (or, in the case of any self-insured arrangement, the monthly cost per person budgeted for coverage under the applicable the Welfare Benefit Arrange- ment). The amounts payable to you under this paragraph 8 and the amounts, if any, payable to you in accordance with the provisions of paragraph 5 shall be paid in full satisfaction of the liabilities of the Homeland Group to you under this agreement and in conjunction with your termination of employment (and shall be in lieu of any severance payments to which you would otherwise be entitled under Homeland's gen- erally applicable plans, policies or procedures). Nothing in the preceding sentence shall be interpreted to limit in any way any rights or release any obligations that you may have with respect to your ownership of any shares of Stock. 9. Minimum Benefit Notwithstanding anything else in this letter agreement to the contrary, if (i) you are entitled to receive the benefits provided under paragraph 8 and (ii) the sum of the amounts that would have been payable to you in conjunction with Homeland's generally applicable special retention program and severance policy exceeds the sum of the amounts payable to you under paragraphs 5 and 8, Homeland shall also pay you an amount in cash equal to such excess. Any amount payable under this paragraph 9 shall be paid as soon as practicable (but not later than 30 days) after your termination of employment in accordance with paragraph 8. 10. Termination of Employment Prior to a Change of Control Upon the termination of your employment (i) by Homeland for other than Cause (as hereinafter defined) or (ii) by you for any reason prior to a Change of Control, Homeland will pay you your Adjusted Salary as in effect immediately prior to your termination until the first anniversary of such termination. In the event that you obtain other employment during the period with respect to which severance benefits are payable to you hereunder, such severance benefits shall be reduced by any compensation you receive from such other employment. The amounts payable to you under this paragraph 10 and the amounts, if any, payable to you in accordance with the provisions of paragraph 5 shall be paid in full satisfaction of the liabilities of the Homeland Group to you under this agreement and in conjunction with your termination of employment (and shall be in lieu of any severance payments to which you would otherwise be entitled under Homeland's gen- erally applicable plans, policies or procedures). Nothing in the preceding sentence shall be interpreted to limit in any way any rights or release any obligations that you may have with respect to your ownership of any shares of Stock. For purposes of this letter agreement, "Cause" is defined to mean (a) your willful failure to substantially perform your duties and continuance of such failure for more than 30 days after Homeland notifies you in writing that you are failing to substantially perform your duties, setting forth in reasonable detail the manner in which you are failing so to perform your duties; (b) your engaging in serious misconduct which is injurious to Homeland; or (c) your conviction in a court of proper jurisdiction of a crime which constitutes a felony. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there is delivered to you a copy of a resolution, duly adopted by Homeland's Board of Directors, finding that Homeland has "Cause" to terminate you as contemplated in this paragraph. In the event that Homeland shall terminate your employment for Cause, Homeland shall only be obligated to pay you (a) your Actual Base Salary earned through the date of such termination, (b) all benefits due and owing through the date of such termination, and (c) the amount necessary to reimburse you for expenses incurred prior to the date of such termination for which Homeland has agreed to reimburse you as provided in this letter agreement and, to the extent provided under Homeland's generally applicable policies and procedures, any unused vacation time. 11. Moving Expenses; Sale of Residence If you are entitled to receive severance benefits under Section 8 or 10, or your employment terminates due to your death or Disability, Homeland shall pay and/or reimburse you for the reasonable expenses of moving your residence from Oklahoma to any location in the continental United States, including travel expenses for you and your family and the cost of transportation of household goods and effects. If, in connection with such move, and after reasonable efforts (not to exceed three months) to obtain a good sales price, you are not able to sell your Oklahoma residence without suffering a loss from your original purchase price on such sale, Homeland (i) shall reimburse you for such loss (on an after-tax basis) or, at Homeland's option (ii) shall purchase, or shall arrange for a third party specializing in purchases of residences to purchase, such residence, insuring that you suffer no such loss (on an after-tax basis). If you are not able to sell your residence within such three month period, Homeland shall purchase, or shall arrange for a third party specializing in purchases of residences to purchase, such residence, insuring that you do not suffer a loss from your original purchase price on such sale. If you accept new employment, any payments made under this paragraph 11 shall be reduced by any amounts payable to you by your new employer in respect of such expenses or the sale of your Oklahoma residence. 12. Arbitration Any dispute or controversy arising under or in connection with this letter agreement shall be settled exclusively by arbitration in Oklahoma City, Oklahoma, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. 13. Binding Effect This letter agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. If you should die while any amounts would still be payable to you under this letter agreement if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this letter agreement to your personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees or estate, as the case may be. 14. Indemnification Homeland agrees to indemnify you to the fullest extent permitted by applicable Delaware law as in effect from time to time. 15. Notices All notices and other communications required or permitted to be given under this letter agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified express mail, return receipt requested, postage prepaid, to you at 4101 Oakdale Forest Road, Edmond, OK 73013, or to Homeland at 400 N.E. 36th Street, Oklahoma City, OK 73105, Attention: President, with a copy to Clayton, Dubilier & Rice, Inc., 126 East 56th Street, New York, NY 10022, Attention: B. Charles Ames, or to such other address as either party shall specify by notice to the other. 16. General Provisions No provisions of this letter agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by Homeland's Board of Directors and is agreed to in a writing signed by you and such Homeland officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or impled, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this letter agreement. The invalidity or unenforceability of any one or more provisions of this letter agreement shall not affect the validity or enforceability of any other provision of this letter agreement, which shall remain in full force and effect. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The provisions of paragraphs 10 and 11 shall survive the expiration of the term of this agreement. The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of Oklahoma, without giving effect to its conflict of laws provisions. * * * * If the foregoing accurately sets forth the terms of your employment with Homeland, please so indicate by signing below and returning one signed copy of this letter agreement to me. Sincerely, HOMELAND STORES, INC. /s/ Max E. Raydon ----------------------------- Max E. Raydon, President and Chief Executive Officer ACCEPTED AND AGREED as of this 31st day of August, 1994 /s/ Jack M. Lotker - - ------------------- Jack M. Lotker Divestiture Proceeds
Gross Per Share Range Net Per Share Range Cumulative $MM Share of Distribution ($ in Thousands) $0.00 $1.73 $0.00 $1.73 $0.00 $ 0 1.73 1.83 1.73 1.82 0.33 20 1.83 1.92 1.82 1.90 0.70 50 1.92 2.02 1.90 1.98 1.11 70 2.02 2.11 1.98 2.07 1.56 100 2.11 2.21 2.07 2.15 2.05 140 2.21 2.30 2.15 2.23 2.67 170 2.30 2.40 2.23 2.30 3.14 210 2.40 2.49 2.30 2.38 3.75 250 2.49 2.60 2.38 2.47 4.51 300 2.60 2.71 2.47 2.56 5.35 360 2.71 2.82 2.56 2.64 6.26 420 2.82 2.94 2.64 2.73 7.25 480 2.94 3.05 2.73 2.81 8.32 550 3.05 3.16 2.81 2.88 9.47 630 3.16 3.27 2.88 2.96 10.69 710 3.27 3.38 2.96 3.03 12.00 800 3.38 3.49 3.03 3.11 13.30 890 3.49 3.60 3.11 3.18 14.60 970 3.60 3.71 3.18 3.26 15.90 1,060 3.71 3.82 3.26 3.33 17.20 1,150 3.82 3.94 3.33 3.40 18.60 1,230 3.94 4.05 3.40 3.48 19.60 1,320 4.05 4.16 3.48 3.55 21.10 1,410 4.16 4.27 3.55 3.63 22.40 1,490 4.27 4.38 3.63 3.70 23.70 1,580 4.38 4.49 3.70 3.77 25.01 1,670 4.49 4.60 3.77 3.85 26.31 1,750 4.60 4.71 3.85 3.92 27.61 1,840 4.71 4.83 3.92 3.99 28.91 1,930
EX-10.NN 4 Exhibit 10nn August 11, 1994 Mr. Steve Mason Homeland Stores, Inc. 400 N.E. 36th Street Oklahoma City, Oklahoma 73105 Dear Steve: The purpose of this letter is to confirm, amend and restate the terms of your employment with Homeland Stores, Inc. ("Homeland"). This letter supersedes in all respects all prior agreements and understandings, whether written or oral, express or implied, between you and Homeland and any of its affiliates relating to your employment. 1. Duties You will be employed in such executive capacities for Homeland, Homeland Holding Corporation ("Holding") or any subsidiary of Homeland (the "Homeland Group") as may be determined from time to time by or under the authority of Homeland's Board of Directors. You will devote all of your skill, knowledge and full working time (reasonable vacation time and absence for sickness or disability excepted) solely and exclusively to the conscientious performance of such duties. 2. Term This letter agreement shall be effective as of July 1, 1994 and expire as of June 30, 1996, unless sooner terminated by reason of your death or Disability (as defined hereinafter) or in accordance with paragraph 8 or paragraph 10 hereof. For purposes of this letter agreement, "Disability" is defined to mean that, as a result of your incapacity due to physical and mental illness, you shall have been absent from your duties to the Homeland Group on a substantially full- time basis for six consecutive months, and within 30 days after Homeland notifies you in writing that it intends to replace you, you shall not have returned to the performance of your duties on a full-time basis. 3. Base Salary As compensation for the duties to be performed by you under the terms of this letter agreement, Homeland will pay you a base salary in the amount of $130,500 per annum. It is contemplated that Homeland will review your base salary from time to time and, at the discretion of the Board of Directors, may increase your base salary from time to time based upon your performance, then generally prevailing industry salary scales and other relevant factors. (Such annual base salary, as it may hereafter be increased, shall be referred to as your "Actual Salary"). 4. Incentive Bonus During the term of this letter agreement, you will be entitled to participate in Homeland's annual incentive compensation program (the "Bonus Plan") in effect from time to time at a level commensurate with your position. Notwithstanding the foregoing, for 1994 your annual bonus opportunity at the target level of performance shall be 100% of your Actual Salary and in no event shall your annual bonus opportunity at the target level of performance for years after 1994 be less than 50% of your Actual Salary. 5. Retention Bonus Subject to the provisions of this paragraph 5, you shall be entitled to receive a special one-time non-recurring cash bonus in the amount determined in accordance with the schedule attached hereto as Exhibit 1 if, on or prior to the End Date (as defined below), there shall occur (i) the closing of a sale (a "Stock Sale") of at least 50% of the Class A Common Stock of Holding, par value $.01 per share (the "Stock") to any person or entity (a "Third Party Purchaser") other than any partnership, fund or other investment vehicle managed or advised by Clayton, Dubilier & Rice (an "Affiliated Fund") and other than any affiliate of such an Affiliated Fund (Homeland executive officers, management or employees shall not be deemed to be affiliates of such an Affiliated Fund), (ii) the effective date of a merger of Holding with or into another corporation immediately following which the persons or entities who were the shareholders of Holding immediately prior to the merger (together with any affiliates thereof, any Affiliated Fund and any affiliates of an Affiliated Fund) own, directly or indirectly, less than 50% of the voting power of all voting equity securities of the surviving or resulting entity (a "Merger") or (iii) the adoption of a plan of liquidation of Holding following the sale of substantially all of its assets (including, without limitation, the common stock of Homeland) to one or more Third Party Purchasers (a "Liquidation"); and as a result of such Stock Sale, Merger or Liquidation (a "Trigger Event") the shareholders of Holding receive cash and/or other property (the "Consideration") with respect to the Stock, having an aggregate value (as determined in good faith by the Board of Directors of Holding) of more than $1.73 per share (the "Threshold Amount"). For purposes of this paragraph 5, the End Date shall mean the later of (i) December 31, 1995 or (ii) if a definitive sale agreement or merger agreement has been executed prior to December 31, 1995 and the closing of which occurs not later than February 28, 1996 (or such later date as the Board of Directors of Holding shall designate), the date on which such Stock Sale or Merger occurs. Except as otherwise provided in this paragraph 5, payment of the Retention Bonus shall be made at the same time as the Consideration is distributed in full to shareholders, provided that (i) in the event that any partial distribution of the Consideration is made to the shareholders of Holding, whether as an extraordinary dividend or otherwise, a pro-rata payment of the Retention Bonus (based on the percentage that the partial distribution to shareholders is of the Consideration expected to be paid to shareholders, as determined by the Board of Directors of Holding) shall be made at the time of such distribution if, and only if, the Board of Directors of Holding shall determine that, based on its then best estimate of the amount to be paid as the Consideration, a Retention Bonus will be payable in accordance with this paragraph 5; (ii) if the Consideration has not been distributed to shareholders prior to the second anniversary of the Trigger Event, on such date you shall be paid the amount, if any, that the Board of Directors of Holding shall determine to be payable as a Retention Bonus (based on its then best estimate of the amount to be paid as the Consideration); and (iii) the Board may authorize an advance payment of all or any portion of the Retention Bonus at any time after the occurrence of a Trigger Event, if the Board of Directors of Holding determines in good faith that the shareholders are expected to receive Consideration in excess of the Threshold Amount. Notwithstanding anything else contained in this paragraph 5 to the contrary, no Retention Bonus shall be payable to you under this paragraph 5 unless (i) you are still an employee of the Homeland Group on the date on which any Trigger Event occurs and (ii) you do not voluntarily terminate your employment after that date without the consent of the Board of Directors of Homeland; provided that if a Trigger Event occurs within ninety (90) days after the date, if any, on which your employment is terminated by Homeland without Cause (as pro- vided in paragraph 10 below) or by reason of your death or Disability, Homeland shall pay you, at the same time as payment is made to other Homeland executives with respect to their retention bonuses, an amount (in addition to any amount payable under paragraph 10 on account of such termination) equal to the product of (i) the amount that would otherwise have been payable to you hereunder times (ii) a fraction (not to exceed 1), the numerator of which is the number of full or partial calendar months during which you were employed since July 1, 1994 and the denominator is the total number of full or partial calendar months from July 1, 1994 to the date payment is made to other Homeland executives with respect to their retention bonuses. Notwithstanding anything else contained in any other compensation or benefit plan, program or arrangement of Homeland to the contrary, the amount, if any, payable as a Retention Bonus (and any amount payable under paragraph 9 below) shall (i) not be taken into account in any manner in calculating any other benefits payable to you under any such plan, program or arrangement and (ii) be in lieu of any other retention compensation program in which you would be entitled to participate under Homeland's generally applicable policies or proce- dures. To the extent required to satisfy the intent of this paragraph 5, this letter agreement shall be deemed to be an amendment to the terms of any such plan, program or arrangement. 6. Expenses Homeland will furnish, insure and maintain for your use while you are employed by Homeland an automobile of a type commensurate with your status, selected by you and approved by the Board of Directors. Upon termination of your employment with Homeland, you will have the option to purchase such automobile at its fair market (wholesale) value. Homeland will reimburse you for reasonable travel, lodging, meal and other appropriate expenses incurred by you in connection with your performance of services under this letter agreement upon submission by you of evidence, satisfactory to Homeland, of the incurrence and purpose of each such expense. 7. Employee Benefits Homeland shall provide you with the same medical, dental, vision, life and disability insurance and other welfare benefits (the "Welfare Benefit Arrangements") as it provides to its other executive officers. During the term of this letter agreement you will also be eligible to participate in Homeland's retirement and profit sharing plans in effect from time to time on the same basis as Homeland's other executive officers, subject to the terms and provisions of such plans. You shall be entitled to paid vacation in accordance with Homeland's generally applicable plans, policies or procedures. 8. Termination of Employment Following a Change of Control Upon any termination of your employment, whether voluntary or involuntary, within 180 days following a Change of Control (as defined in the Revolving Credit Agreement, dated as of March 4, 1992, as amended, between Homeland, Holding and Union Bank of Switzerland, New York Branch, as agent) or a Trigger Event, Homeland will pay you an amount equal to the sum of (i) your Actual Salary in effect immediately prior to the Change of Control; (ii) an amount equal to the product of (A) your target bonus under the Bonus Plan for the year in which your termination occurs and (B) a fraction, the numerator of which is the number of days during such year prior to and including the date of your termination of employment and the denominator of which is 365, provided that if your termination occurs during 1994, such amount shall be based on target bonus without pro-ration but shall be reduced, to the extent applicable, by any amount paid to you under the Bonus Plan for 1994 prior to the date on which your termination occurs; and (iii) the amount otherwise payable to you upon a Change of Control under Homeland's generally applicable plan, policies or procedures in respect of the 10% reduction in the base salaries of all Homeland management personnel, effective as of June 1, 1993 (which amount shall be reduced to the extent that your base salary actually paid at any time after June 1, 1993 exceeded the base salary payable to you immediately prior to such date). Homeland will pay you the cash amounts set forth in the immediately preceding paragraph in a lump sum payment no later than 5 business days after the date your employment terminates or in monthly installments, as directed by you at your option. Such amounts will not be subject to any offset, mitigation or other reduction as a result of any amounts or benefits paid or offered to be paid to you as a Retention Bonus. Further, the foregoing amounts and benefits will not be subject to any offset, mitigation or other reduction as a result of your receiving salary or other benefits by reason of your securing other employment. Homeland will also continue your coverage under the Welfare Benefit Arrangements for a period of one year after the date your employment terminates, provided that if Homeland is unable to or chooses not to continue any such coverage for all or any portion of such period, it shall not be obligated to provide such coverage and shall instead pay you (within 15 days after such coverage is to cease) an amount equal to (A) the remainder of (x) 12 minus (y) the number of months that such coverage is actually provided times (B) the monthly amount it would have paid (or, in the case of any self-insured arrangement, the monthly cost per person budgeted for coverage) under the applicable the Welfare Benefit Arrangement. The amounts payable to you under this paragraph 8 and the amounts, if any, payable to you in accordance with the provisions of paragraph 5 shall be paid in full satisfaction of the liabilities of the Homeland Group to you under this agreement and in conjunction with your termination of employment (and shall be in lieu of any severance payments to which you would otherwise be entitled under Homeland's gen- erally applicable plans, policies or procedures). Nothing in the preceding sentence shall be interpreted to limit in any way any rights or release any obligations that you may have with respect to your ownership of any shares of Stock. 9. Minimum Benefit Notwithstanding anything else in this letter agreement to the contrary, if (i) you are entitled to receive the benefits provided under paragraph 8 and (ii) the sum of the amounts that would have been payable to you in conjunction with Homeland's generally applicable special retention program and severance policy exceeds the sum of the amounts payable to you under paragraphs 5 and 8, Homeland shall also pay you an amount in cash equal to such excess. Any amount payable under this paragraph 9 shall be paid as soon as practicable (but not later than 30 days) after your termination of employment in accordance with paragraph 8. 10. Termination of Employment Prior to a Change of Control Upon the termination of your employment by Homeland for other than Cause (as hereinafter defined) prior to a Change of Control, Homeland will pay you the severance benefits payable to you in accordance with Homeland's generally applicable plans, policies or procedures. In the event that you obtain other employment during the period with respect to which severance benefits are payable to you hereunder, such severance benefits shall be subject to offset or other reduction in accordance with Homeland's generally applicable plans, policies or procedures. The amounts payable to you under this paragraph 10 and the amounts, if any, payable to you in accordance with the provisions of paragraph 5 shall be paid in full satisfaction of the liabilities of the Homeland Group to you under this agreement and in conjunction with your termination of employment. Nothing in the preceding sentence shall be interpreted to limit in any way any rights or release any obligations that you may have with respect to your ownership of any shares of Stock. For purposes of this letter agreement, "Cause" is defined to mean (a) your willful failure to substantially perform your duties and continuance of such failure for more than 30 days after Homeland notifies you in writing that you are failing to substantially perform your duties, setting forth in reasonable detail the manner in which you are failing so to perform your duties; (b) your engaging in serious misconduct which is injurious to Homeland; or (c) your conviction in a court of proper jurisdiction of a crime which constitutes a felony. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there is delivered to you a copy of a resolution, duly adopted by Homeland's Board of Directors, finding that Homeland has "Cause" to terminate you as contemplated in this paragraph. In the event that Homeland shall terminate your employment for Cause, Homeland shall only be obligated to pay you (a) your Actual Base Salary earned through the date of such termination, (b) all benefits due and owing through the date of such termination, and (c) the amount necessary to reimburse you for expenses incurred prior to the date of such termination for which Homeland has agreed to reimburse you as provided in this letter agreement and, to the extent provided under Homeland's generally applicable policies and procedures, any unused vacation time. 11. Arbitration Any dispute or controversy arising under or in connection with this letter agreement shall be settled exclusively by arbitration in Oklahoma City, Oklahoma, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. 12. Binding Effect This letter agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. If you should die while any amounts would still be payable to you under this letter agreement if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this letter agreement to your personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees or estate, as the case may be. 13. Indemnification Homeland agrees to indemnify you to the fullest extent permitted by applicable Delaware law as in effect from time to time. 14. Notices All notices and other communications required or permitted to be given under this letter agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified express mail, return receipt requested, postage prepaid, to you at 4229 Northwest 144th Street, Oklahoma City, OK 73143, or to Homeland at 400 N.E. 36th Street, Oklahoma City, OK 73105, Attention: President, with a copy to Clayton, Dubilier & Rice, Inc., 126 East 56th Street, New York, NY 10022, Attention: B. Charles Ames, or to such other address as either party shall specify by notice to the other. 15. General Provisions No provisions of this letter agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by Homeland's Board of Directors and is agreed to in a writing signed by you and such Homeland officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or impled, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this letter agreement. The invalidity or unenforceability of any one or more provisions of this letter agreement shall not affect the validity or enforceability of any other provision of this letter agreement, which shall remain in full force and effect. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of Oklahoma, without giving effect to its conflict of laws provisions. * * * * If the foregoing accurately sets forth the terms of your employment with Homeland, please so indicate by signing below and returning one signed copy of this letter agreement to me. Sincerely, HOMELAND STORES, INC. /s/ Max E. Raydon ----------------------------- Max E. Raydon, President and Chief Executive Officer ACCEPTED AND AGREED as of this 15th day of August, 1994 /s/ Steve Mason - - -------------------- Steve Mason Divestiture Proceeds
Gross Per Share Range Net Per Share Range Cumulative $MM Share of Distribution ($ in Thousands) $0.00 $1.73 $0.00 $1.73 $0.00 $ 0 1.73 1.83 1.73 1.82 0.33 20 1.83 1.92 1.82 1.90 0.70 50 1.92 2.02 1.90 1.98 1.11 70 2.02 2.11 1.98 2.07 1.56 100 2.11 2.21 2.07 2.15 2.05 140 2.21 2.30 2.15 2.23 2.67 170 2.30 2.40 2.23 2.30 3.14 210 2.40 2.49 2.30 2.38 3.75 250 2.49 2.60 2.38 2.47 4.51 300 2.60 2.71 2.47 2.56 5.35 360 2.71 2.82 2.56 2.64 6.26 420 2.82 2.94 2.64 2.73 7.25 480 2.94 3.05 2.73 2.81 8.32 550 3.05 3.16 2.81 2.88 9.47 630 3.16 3.27 2.88 2.96 10.69 710 3.27 3.38 2.96 3.03 12.00 800 3.38 3.49 3.03 3.11 13.30 890 3.49 3.60 3.11 3.18 14.60 970 3.60 3.71 3.18 3.26 15.90 1,060 3.71 3.82 3.26 3.33 17.20 1,150 3.82 3.94 3.33 3.40 18.60 1,230 3.94 4.05 3.40 3.48 19.60 1,320 4.05 4.16 3.48 3.55 21.10 1,410 4.16 4.27 3.55 3.63 22.40 1,490 4.27 4.38 3.63 3.70 23.70 1,580 4.38 4.49 3.70 3.77 25.01 1,670 4.49 4.60 3.77 3.85 26.31 1,750 4.60 4.71 3.85 3.92 27.61 1,840 4.71 4.83 3.92 3.99 28.91 1,930
EX-10.OO 5 Exhibit 10oo August 11, 1994 Mr. Al Fideline Homeland Stores, Inc. 400 N.E. 36th Street Oklahoma City, Oklahoma 73105 Dear Al: The purpose of this letter is to confirm, amend and restate the terms of your employment with Homeland Stores, Inc. ("Homeland"). This letter supersedes in all respects all prior agreements and understandings, whether written or oral, express or implied, between you and Homeland and any of its affiliates relating to your employment. 1. Duties You will be employed in such executive capacities for Homeland, Homeland Holding Corporation ("Holding") or any subsidiary of Homeland (the "Homeland Group") as may be determined from time to time by or under the authority of Homeland's Board of Directors. You will devote all of your skill, knowledge and full working time (reasonable vacation time and absence for sickness or disability excepted) solely and exclusively to the conscientious performance of such duties. 2. Term This letter agreement shall be effective as of July 1, 1994 and expire as of June 30, 1996, unless sooner terminated by reason of your death or Disability (as defined hereinafter) or in accordance with paragraph 8 or paragraph 10 hereof. For purposes of this letter agreement, "Disability" is defined to mean that, as a result of your incapacity due to physical and mental illness, you shall have been absent from your duties to the Homeland Group on a substantially full- time basis for six consecutive months, and within 30 days after Homeland notifies you in writing that it intends to replace you, you shall not have returned to the performance of your duties on a full-time basis. 3. Base Salary As compensation for the duties to be performed by you under the terms of this letter agreement, Homeland will pay you a base salary in the amount of $80,000 per annum. It is contemplated that Homeland will review your base salary from time to time and, at the discretion of the Board of Directors, may increase your base salary from time to time based upon your performance, then generally prevailing industry salary scales and other relevant factors. (Such annual base salary, as it may hereafter be increased, shall be referred to as your "Actual Salary"). 4. Incentive Bonus During the term of this letter agreement, you will be entitled to participate in Homeland's annual incentive compensation program (the "Bonus Plan") in effect from time to time at a level commensurate with your position. Notwithstanding the foregoing, for 1994 your annual bonus opportunity at the target level of performance shall be 100% of your Actual Salary and in no event shall your annual bonus opportunity at the target level of performance for years after 1994 be less than 50% of your Actual Salary. 5. Retention Bonus Subject to the provisions of this paragraph 5, you shall be entitled to receive a special one-time non-recurring cash bonus in the amount determined in accordance with the schedule attached hereto as Exhibit 1 if, on or prior to the End Date (as defined below), there shall occur (i) the closing of a sale (a "Stock Sale") of at least 50% of the Class A Common Stock of Holding, par value $.01 per share (the "Stock") to any person or entity (a "Third Party Purchaser") other than any partnership, fund or other investment vehicle managed or advised by Clayton, Dubilier & Rice (an "Affiliated Fund") and other than any affiliate of such an Affiliated Fund (Homeland executive officers, management or employees shall not be deemed to be affiliates of such an Affiliated Fund), (ii) the effective date of a merger of Holding with or into another corporation immediately following which the persons or entities who were the shareholders of Holding immediately prior to the merger (together with any affiliates thereof, any Affiliated Fund and any affiliates of an Affiliated Fund) own, directly or indirectly, less than 50% of the voting power of all voting equity securities of the surviving or resulting entity (a "Merger") or (iii) the adoption of a plan of liquidation of Holding following the sale of substantially all of its assets (including, without limitation, the common stock of Homeland) to one or more Third Party Purchasers (a "Liquidation"); and as a result of such Stock Sale, Merger or Liquidation (a "Trigger Event") the shareholders of Holding receive cash and/or other property (the "Consideration") with respect to the Stock, having an aggregate value (as determined in good faith by the Board of Directors of Holding) of more than $1.73 per share (the "Threshold Amount"). For purposes of this paragraph 5, the End Date shall mean the later of (i) December 31, 1995 or (ii) if a definitive sale agreement or merger agreement has been executed prior to December 31, 1995 and the closing of which occurs not later than February 28, 1996 (or such later date as the Board of Directors of Holding shall designate), the date on which such Stock Sale, Merger or sale of assets described in subparagraph 5(iii) above occurs. Except as otherwise provided in this paragraph 5, payment of the Retention Bonus shall be made at the same time as the Consideration is distributed in full to shareholders, provided that (i) in the event that any partial distribution of the Consideration is made to the shareholders of Holding, whether as an extraordinary dividend or otherwise, a pro-rata payment of the Retention Bonus (based on the percentage that the partial distribution to shareholders is of the Consideration expected to be paid to shareholders, as determined by the Board of Directors of Holding) shall be made at the time of such distribution if, and only if, the Board of Directors of Holding shall determine that, based on its then best estimate of the amount to be paid as the Consideration, a Retention Bonus will be payable in accordance with this paragraph 5; (ii) if the Consideration has not been distributed to shareholders prior to the second anniversary of the Trigger Event, on such date you shall be paid the amount, if any, that the Board of Directors of Holding shall determine to be payable as a Retention Bonus (based on its then best estimate of the amount to be paid as the Consideration); and (iii) the Board may authorize an advance payment of all or any portion of the Retention Bonus at any time after the occurrence of a Trigger Event, if the Board of Directors of Holding determines in good faith that the shareholders are expected to receive Consideration in excess of the Threshold Amount. Notwithstanding anything else contained in this paragraph 5 to the contrary, no Retention Bonus shall be payable to you under this paragraph 5 unless (i) you are still an employee of the Homeland Group on the date on which any Trigger Event occurs and (ii) you do not voluntarily terminate your employment after that date without the consent of the Board of Directors of Homeland; provided that if a Trigger Event occurs within ninety (90) days after the date, if any, on which your employment is terminated by Homeland without Cause (as pro- vided in paragraph 10 below) or by reason of your death or Disability, Homeland shall pay you, at the same time as payment is made to other Homeland executives with respect to their retention bonuses, an amount (in addition to any amount payable under paragraph 10 on account of such termination) equal to the product of (i) the amount that would otherwise have been payable to you hereunder times (ii) a fraction (not to exceed 1), the numerator of which is the number of full or partial calendar months during which you were employed since July 1, 1994 and the denominator is the total number of full or partial calendar months from July 1, 1994 to the date payment is made to other Homeland executives with respect to their retention bonuses. Notwithstanding anything else contained in any other compensation or benefit plan, program or arrangement of Homeland to the contrary, the amount, if any, payable as a Retention Bonus (and any amount payable under paragraph 9 below) shall (i) not be taken into account in any manner in calculating any other benefits payable to you under any such plan, program or arrangement and (ii) be in lieu of any other retention compensation program in which you would be entitled to participate under Homeland's generally applicable policies or proce- dures. To the extent required to satisfy the intent of this paragraph 5, this letter agreement shall be deemed to be an amendment to the terms of any such plan, program or arrangement. 6. Expenses Homeland will furnish, insure and maintain for your use while you are employed by Homeland an automobile of a type commensurate with your status, selected by you and approved by the Board of Directors. Upon termination of your employment with Homeland, you will have the option to purchase such automobile at its fair market (wholesale) value. Homeland will reimburse you for reasonable travel, lodging, meal and other appropriate expenses incurred by you in connection with your performance of services under this letter agreement upon submission by you of evidence, satisfactory to Homeland, of the incurrence and purpose of each such expense. 7. Employee Benefits Homeland shall provide you with the same medical, dental, vision, life and disability insurance and other welfare benefits (the "Welfare Benefit Arrangements") as it provides to its other executive officers. During the term of this letter agreement you will also be eligible to participate in Homeland's retirement and profit sharing plans in effect from time to time on the same basis as Homeland's other executive officers, subject to the terms and provisions of such plans. You shall be entitled to paid vacation in accordance with Homeland's generally applicable plans, policies or procedures. 8. Termination of Employment Following a Change of Control Upon any termination of your employment, whether voluntary or involuntary, within 180 days following a Change of Control (as defined in the Revolving Credit Agreement, dated as of March 4, 1992, as amended, between Homeland, Holding and Union Bank of Switzerland, New York Branch, as agent) or a Trigger Event, Homeland will pay you an amount equal to the sum of (i) your Actual Salary in effect immediately prior to the Change of Control; (ii) an amount equal to the product of (A) your target bonus under the Bonus Plan for the year in which your termination occurs and (B) a fraction, the numerator of which is the number of days during such year prior to and including the date of your termination of employment and the denominator of which is 365, provided that if your termination occurs during 1994, such amount shall be based on target bonus without pro-ration but shall be reduced, to the extent applicable, by any amount paid to you under the Bonus Plan for 1994 prior to the date on which your termination occurs; and (iii) the amount otherwise payable to you upon a Change of Control under Homeland's generally applicable plan, policies or procedures in respect of the 10% reduction in the base salaries of all Homeland management personnel, effective as of June 1, 1993 (which amount shall be reduced to the extent that your base salary actually paid at any time after June 1, 1993 exceeded the base salary payable to you immediately prior to such date). Homeland will pay you the cash amounts set forth in the immediately preceding paragraph in a lump sum payment no later than 5 business days after the date your employment terminates or in monthly installments, as directed by you at your option. Such amounts will not be subject to any offset, mitigation or other reduction as a result of any amounts or benefits paid or offered to be paid to you as a Retention Bonus. Further, the foregoing amounts and benefits will not be subject to any offset, mitigation or other reduction as a result of your receiving salary or other benefits by reason of your securing other employment. Homeland will also continue your coverage under the Welfare Benefit Arrangements for a period of one year after the date your employment terminates, provided that if Homeland is unable to or chooses not to continue any such coverage for all or any portion of such period, it shall not be obligated to provide such coverage and shall instead pay you (within 15 days after such coverage is to cease) an amount equal to (A) the remainder of (x) 12 minus (y) the number of months that such coverage is actually provided times (B) the monthly amount it would have paid (or, in the case of any self-insured arrangement, the monthly cost per person budgeted for coverage) under the applicable the Welfare Benefit Arrangement. The amounts payable to you under this paragraph 8 and the amounts, if any, payable to you in accordance with the provisions of paragraph 5 shall be paid in full satisfaction of the liabilities of the Homeland Group to you under this agreement and in conjunction with your termination of employment (and shall be in lieu of any severance payments to which you would otherwise be entitled under Homeland's gen- erally applicable plans, policies or procedures). Nothing in the preceding sentence shall be interpreted to limit in any way any rights or release any obligations that you may have with respect to your ownership of any shares of Stock. 9. Minimum Benefit Notwithstanding anything else in this letter agreement to the contrary, if (i) you are entitled to receive the benefits provided under paragraph 8 and (ii) the sum of the amounts that would have been payable to you in conjunction with Homeland's generally applicable special retention program and severance policy exceeds the sum of the amounts payable to you under paragraphs 5 and 8, Homeland shall also pay you an amount in cash equal to such excess. Any amount payable under this paragraph 9 shall be paid as soon as practicable (but not later than 30 days) after your termination of employment in accordance with paragraph 8. 10. Termination of Employment Prior to a Change of Control Upon the termination of your employment by Homeland for other than Cause (as hereinafter defined) prior to a Change of Control, Homeland will pay you the severance benefits payable to you in accordance with Homeland's generally applicable plans, policies or procedures. In the event that you obtain other employment during the period with respect to which severance benefits are payable to you hereunder, such severance benefits shall be subject to offset or other reduction in accordance with Homeland's generally applicable plans, policies or procedures. The amounts payable to you under this paragraph 10 and the amounts, if any, payable to you in accordance with the provisions of paragraph 5 shall be paid in full satisfaction of the liabilities of the Homeland Group to you under this agreement and in conjunction with your termination of employment. Nothing in the preceding sentence shall be interpreted to limit in any way any rights or release any obligations that you may have with respect to your ownership of any shares of Stock. For purposes of this letter agreement, "Cause" is defined to mean (a) your willful failure to substantially perform your duties and continuance of such failure for more than 30 days after Homeland notifies you in writing that you are failing to substantially perform your duties, setting forth in reasonable detail the manner in which you are failing so to perform your duties; (b) your engaging in serious misconduct which is injurious to Homeland; or (c) your conviction in a court of proper jurisdiction of a crime which constitutes a felony. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there is delivered to you a copy of a resolution, duly adopted by Homeland's Board of Directors, finding that Homeland has "Cause" to terminate you as contemplated in this paragraph. In the event that Homeland shall terminate your employment for Cause, Homeland shall only be obligated to pay you (a) your Actual Base Salary earned through the date of such termination, (b) all benefits due and owing through the date of such termination, and (c) the amount necessary to reimburse you for expenses incurred prior to the date of such termination for which Homeland has agreed to reimburse you as provided in this letter agreement and, to the extent provided under Homeland's generally applicable policies and procedures, any unused vacation time. 11. Arbitration Any dispute or controversy arising under or in connection with this letter agreement shall be settled exclusively by arbitration in Oklahoma City, Oklahoma, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. 12. Binding Effect This letter agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. If you should die while any amounts would still be payable to you under this letter agreement if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this letter agreement to your personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees or estate, as the case may be. 13. Indemnification Homeland agrees to indemnify you to the fullest extent permitted by applicable Delaware law as in effect from time to time. 14. Notices All notices and other communications required or permitted to be given under this letter agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified express mail, return receipt requested, postage prepaid, to you at Rural Route 1,Box 109 I, Coweta, OK 74429, or to Homeland at 400 N.E. 36th Street, Oklahoma City, OK 73105, Attention: President, with a copy to Clayton, Dubilier & Rice, Inc., 126 East 56th Street, New York, NY 10022, Attention: B. Charles Ames, or to such other address as either party shall specify by notice to the other. 15. General Provisions No provisions of this letter agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by Homeland's Board of Directors and is agreed to in a writing signed by you and such Homeland officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or impled, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this letter agreement. The invalidity or unenforceability of any one or more provisions of this letter agreement shall not affect the validity or enforceability of any other provision of this letter agreement, which shall remain in full force and effect. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of Oklahoma, without giving effect to its conflict of laws provisions. * * * * If the foregoing accurately sets forth the terms of your employment with Homeland, please so indicate by signing below and returning one signed copy of this letter agreement to me. Sincerely, HOMELAND STORES, INC. /s/ Max E. Raydon ---------------------------- Max E. Raydon, President and Chief Executive Officer ACCEPTED AND AGREED as of this 15th day of August, 1994 /s/ Alfred F. Fideline, Sr. - - ---------------------------- Al Fideline Divestiture Proceeds
Gross Per Share Range Net Per Share Range Cumulative $MM Share of Distribution ($ in Thousands) $0.00 $1.73 $0.00 $1.73 $0.00 $ 0 1.73 1.83 1.73 1.82 0.33 20 1.83 1.92 1.82 1.90 0.70 50 1.92 2.02 1.90 1.98 1.11 70 2.02 2.11 1.98 2.07 1.56 100 2.11 2.21 2.07 2.15 2.05 140 2.21 2.30 2.15 2.23 2.67 170 2.30 2.40 2.23 2.30 3.14 210 2.40 2.49 2.30 2.38 3.75 250 2.49 2.60 2.38 2.47 4.51 300 2.60 2.71 2.47 2.56 5.35 360 2.71 2.82 2.56 2.64 6.26 420 2.82 2.94 2.64 2.73 7.25 480 2.94 3.05 2.73 2.81 8.32 550 3.05 3.16 2.81 2.88 9.47 630 3.16 3.27 2.88 2.96 10.69 710 3.27 3.38 2.96 3.03 12.00 800 3.38 3.49 3.03 3.11 13.30 890 3.49 3.60 3.11 3.18 14.60 970 3.60 3.71 3.18 3.26 15.90 1,060 3.71 3.82 3.26 3.33 17.20 1,150 3.82 3.94 3.33 3.40 18.60 1,230 3.94 4.05 3.40 3.48 19.60 1,320 4.05 4.16 3.48 3.55 21.10 1,410 4.16 4.27 3.55 3.63 22.40 1,490 4.27 4.38 3.63 3.70 23.70 1,580 4.38 4.49 3.70 3.77 25.01 1,670 4.49 4.60 3.77 3.85 26.31 1,750 4.60 4.71 3.85 3.92 27.61 1,840 4.71 4.83 3.92 3.99 28.91 1,930
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