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