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e holders of AB Acquisition's membership interests. The company determined that both distribution hurdles were achieved upon the consummation of the Safeway acquisition. Accordingly, the Special Bonus was paid to Mr. Miller upon the closing date of the Safeway acquisition. In recognition of their effort
0,000 Wayne A. Denningham $100,000 Justin Dye $500,000 Shane Sampson $250,000 In connection with the commencement of their employment, Messrs. Dimond and Sampson received retention bonuses in the amounts of $1,500,000 and $1,000,000, respectively. Upon his subsequent transfer to the position of Di
Counsel and Secretary. Mr. Gordon has been our Executive Vice President, General Counsel and Secretary since January 2015. Previously, he served as Safeway's General Counsel from June 2000 to January 2015 and as Chief Governance 130 hill/ V.1% V....we go% An:lines catgut data 1646972 0001193125153358
ing and Marketing and President of numerous Albertson's, Inc. divisions. Robert B. Dimond, Executive Vice President and Chief Financial Officer. Mr. Dimond has been our Chief Financial Officer since February 2014. Prior to joining our company, Mr. Dimond previously served as Executive Vice President, Ch
nc. Employee Retirement Plan. Retirement Restoration Plan and Retirement Restoration Plan II. The company assumed these plans in connection with the Safeway acquisition. The aggregate value of Mr. Edwards' account wider these plans at the end of fiscal 2014 was 5682,283. 154 http: stwww.sec.govarchix r
00,000. 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
nder the 401(k) plans for each year. For fiscal 2014, our board of directors set a matching contribution rate equal to 50% up to 7% of base salary. Safeway Retirement Plans In connection with the Safeway acquisition, we assumed the Safeway Inc. Employee Retirement Plan, a qualified defined benefit pens
ther employees in their locality. We also maintain a relocation policy applicable to employees who are required to relocate their residence. Messrs. Dimond and Sampson received relocation benefits under the policy in fiscal 2014. These benefits are designed to be competitive with overall market practice
ngham and Dye was increased to, and Mr. Dimond became eligible to receive this benefit for, up to $8,000 per year, effective upon the closing of the Safeway acquisition. Risk Mitigation Our compensation committee has assessed the risk associated with our compensation practices and policies for employees
e were eligible for financial and tax planning services. The maximum amount of this benefit for Messrs. Denningham and Dye was increased to, and Mr. Dimond became eligible to receive this benefit for, up to $8,000 per year, effective upon the closing of the Safeway acquisition. Risk Mitigation Our com
pany, dated December 15, 2014 (the "Edwards Employment Agreement"). The Edwards Employment Agreement became effective as of the closing date of the Safeway acquisition. Pursuant to the Edwards Employment Agreement, Mr. Edwards served as President and Chief Executive Officer of the company, and certain o
wards Employment Agreement. See "Certain Relationships and Related Party Transactions." Robert B. Dimond and Justin Dye During fiscal 2014, Messrs. Dimond and Dye were parties to employment agreements with AB Management Services Corp. and NAI, respectively, that are dated September 9, 2014 and March 21
greements to the Company. The Executive Employment Agreements both currently provide for a term through the third anniversary of the closing of the Safeway acquisition. The Executive Employment Agreements provide for an annual base salary of $700,000 for Mr. Dimond and $750,000 (increased to $800,000 un
3 to Form S-1 Table of Contents 2013, respectively, each as amended (the "Executive Employment Agreements"). On September 21, 2015, each of Messrs. Dimond and Dye and the company entered into amended and restated Executive Employment Agreements which, effective upon the consummation of the IPO-Related
Entities connected to both Safeway and Dimond
Albertson
PERSON
Justin Trudeau
PERSONShane Sampson
PERSON
Bradley Edwards
PERSONSampson
PERSONJustin Dye
PERSONRobert B. Dimond
PERSONDenningham
PERSONWayne A. Denningham
PERSONJewel-Osco
ORGANIZATION
George W. Bush
PERSONASC 718
ORGANIZATIONthe Safeway Inc.
ORGANIZATIONAB Management Services Corp.
ORGANIZATION