Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.33M
9: EX-10.10 Material Contract HTML 32K
10: EX-10.11 Material Contract HTML 118K
2: EX-10.2 Material Contract HTML 47K
3: EX-10.3 Material Contract HTML 159K
4: EX-10.5 Material Contract HTML 105K
5: EX-10.6 Material Contract HTML 52K
6: EX-10.7 Material Contract HTML 35K
7: EX-10.8 Material Contract HTML 39K
8: EX-10.9 Material Contract HTML 38K
11: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
12: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
13: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
14: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
21: R1 Cover HTML 78K
22: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 151K
23: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 42K
(Parenthetical)
24: R4 Condensed Consolidated Statements of Operations HTML 137K
(Unaudited)
25: R5 Condensed Consolidated Statements of Comprehensive HTML 60K
Income (Loss) (Unaudited)
26: R6 Condensed Consolidated Statements of Comprehensive HTML 33K
Income (Loss) (Unaudited) (Parenthetical)
27: R7 Condensed Consolidated Statements of Stockholders' HTML 105K
Equity (Unaudited)
28: R8 Condensed Consolidated Statements of Cash Flows HTML 154K
(Unaudited)
29: R9 Significant Accounting Policies HTML 37K
30: R10 Recently Adopted and Issued Accounting HTML 35K
Pronouncements
31: R11 Revenue Recognition HTML 134K
32: R12 Restructuring, Acquisition, and Integration HTML 40K
Related Expenses
33: R13 Goodwill and Intangible Assets, Net HTML 77K
34: R14 Fair Value Measurements of Financial Instruments HTML 94K
35: R15 Derivatives HTML 91K
36: R16 Long-Term Debt HTML 78K
37: R17 Comprehensive (Loss) Income and Accumulated Other HTML 102K
Comprehensive Loss
38: R18 Share-Based Awards HTML 27K
39: R19 Benefit Plans HTML 82K
40: R20 Income Taxes HTML 31K
41: R21 Earnings (Loss) Per Share HTML 57K
42: R22 Business Segments HTML 109K
43: R23 Commitments, Contingencies and Off-Balance Sheet HTML 45K
Arrangements
44: R24 Discontinued Operations HTML 78K
45: R25 Significant Accounting Policies Significant HTML 64K
Accounting Policies (Policies)
46: R26 Revenue Recognition (Tables) HTML 128K
47: R27 Restructuring, Acquisition, and Integration HTML 41K
Related Expenses (Tables)
48: R28 Goodwill and Intangible Assets, Net (Tables) HTML 78K
49: R29 Fair Value Measurements of Financial Instruments HTML 90K
(Tables)
50: R30 Derivatives (Tables) HTML 91K
51: R31 Long-Term Debt (Tables) HTML 54K
52: R32 Comprehensive (Loss) Income and Accumulated Other HTML 103K
Comprehensive Loss (Tables)
53: R33 Benefit Plans (Tables) HTML 74K
54: R34 Earnings (Loss) Per Share (Tables) HTML 56K
55: R35 Business Segments (Tables) HTML 102K
56: R36 Discontinued Operations (Tables) HTML 79K
57: R37 Significant Accounting Policies Significant HTML 29K
Accounting Policies (Details)
58: R38 REVENUE RECOGNITION - Narrative (Details) HTML 41K
59: R39 REVENUE RECOGNITION - Disaggregation of Revenues HTML 73K
(Details)
60: R40 REVENUE RECOGNITION - Accounts Receivable HTML 40K
(Details)
61: R41 Restructuring, Acquisition, and Integration HTML 36K
Related Expenses (Details)
62: R42 GOODWILL AND INTANGIBLE ASSETS, NET - Narrative HTML 46K
(Details)
63: R43 GOODWILL AND INTANGIBLE ASSETS, NET - Carrying HTML 39K
Value of Goodwill (Details)
64: R44 GOODWILL AND INTANGIBLE ASSETS, NET - Identifiable HTML 60K
Intangible Assets (Details)
65: R45 GOODWILL AND INTANGIBLE ASSETS, NET - Estimated HTML 41K
Future Amortization Expense (Details)
66: R46 FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - HTML 81K
Recurring Fair Value Measurements (Details)
67: R47 FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - HTML 28K
Narrative (Details)
68: R48 FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS - HTML 33K
Fair Value Estimates (Details)
69: R49 DERIVATIVES - Outstanding Swap Contracts (Details) HTML 85K
70: R50 DERIVATIVES - Narrative (Details) HTML 39K
71: R51 DERIVATIVES - Interest Rate Swap Contracts HTML 33K
(Details)
72: R52 LONG-TERM DEBT - Schedule of Debt (Details) HTML 54K
73: R53 LONG-TERM DEBT - Refinancing Activities, Narrative HTML 70K
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74: R54 LONG-TERM DEBT - Senior Notes, Narrative (Details) HTML 40K
75: R55 LONG-TERM DEBT - ABL Credit Facility, Narrative HTML 112K
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76: R56 LONG-TERM DEBT - Schedule of Line of Credit HTML 45K
Facilities (Details)
77: R57 LONG-TERM DEBT - Term Loan Facility, Narrative HTML 94K
(Details)
78: R58 Comprehensive (LOSS) INCOME AND ACCUMULATED OTHER HTML 72K
COMPREHENSIVE LOSS - Changes by Component
(Details)
79: R59 Comprehensive (LOSS) INCOME AND ACCUMULATED OTHER HTML 64K
COMPREHENSIVE LOSS - Reclassification out of Other
Comprehensive Loss (Details)
80: R60 Share-Based Awards (Details) HTML 38K
81: R61 BENEFIT PLANS - Net Periodic Benefit Cost (Income) HTML 58K
Recognized in Other Comprehensive Income (Loss)
(Details)
82: R62 BENEFIT PLANS - Narrative (Details) HTML 51K
83: R63 Income Taxes (Details) HTML 35K
84: R64 Earnings (Loss) Per Share (Details) HTML 67K
85: R65 BUSINESS SEGMENTS - Narrative (Details) HTML 29K
86: R66 BUSINESS SEGMENTS - Segment Information (Details) HTML 95K
87: R67 Commitments, Contingencies and Off-Balance Sheet HTML 71K
Arrangements (Details)
88: R68 DISCONTINUED OPERATIONS - Narrative (Details) HTML 54K
89: R69 DISCONTINUED OPERATIONS - Operating Results HTML 57K
(Details)
90: R70 DISCONTINUED OPERATIONS - Balance Sheet (Details) HTML 81K
92: XML IDEA XML File -- Filing Summary XML 158K
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91: EXCEL IDEA Workbook of Financial Reports XLSX 121K
16: EX-101.CAL XBRL Calculations -- unfi-20210130_cal XML 284K
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The October 22, 2018 Transition Agreement between Michael Stigers (“Executive”), SUPERVALU INC. (“Company”), and United Natural Foods, Inc. (“UNFI” and together with Executive and Company, the “Parties”), is hereby further amended as set forth below by this SECOND AMENDMENT TO TRANSITION AGREEMENT dated effective May
12, 2020 (“Second Amendment”). Capitalized terms not otherwise defined in this Second Amendment shall have the same meaning as set forth in the Transition Agreement and/or the AMENDMENT TO TRANSITION AGREEMENT between the parties, dated March 27, 2019 (“First Amendment”).
1.Section 3, Executive’s Employment Following Acquisition. As set forth in the First Amendment, and continuing for the remainder of the Transition Period, Executive shall have the title of Chief Executive Officer, Cub Foods Retail and Shoppers, and shall report to UNFI’s Chief Executive Officer.
The Company
has previously acknowledged and agreed that the change to Executive’s title and job duties outlined in the First Amendment (and for greater clarity the additional change of removing the Fresh Produce and Protein business and the addition of the Shoppers retail business and banner to his responsibilities and accountabilities after the date of the First Amendment), would constitute “Good Reason” for purposes of the Change of Control Agreement, and that, notwithstanding anything set forth in Section 3 of the Change in Control Agreement to the Contrary, he shall be entitled to exercise rights under the Change in Control Agreement as a result of these changes in duties until the end of the Transition Period. Furthermore, the parties have agreed that the Transition Period, defined in the First Amendment, shall be extended until July 31, 2021 (“Transition Period”). Notwithstanding anything in the Change of Control
Agreement to the contrary, however, Executive must provide the Company with at least one hundred twenty (120) days’ notice of his intent to exercise rights under the Change in Control Agreement under this Section 1 prior to the expiration of the Transition Period. The Company shall not be required to attempt to cure the events giving rise to this trigger, and the Company may elect to immediately comply with the terms of the Change in Control Agreement; provided, however, that the Executive agrees that if the Company so requests, he shall perform his required duties and accountabilities fully (including but not limited to any
transition services for a successor to his role) for this entire one hundred twenty (120) day period, in order to obtain the rights set out in the Change in Control Agreement as a result of such termination.
2.Section 4, Compensation. Executive shall continue to receive the compensation set forth in Section 4 of the Transition Agreement, except as modified by Section 3 herein below. The incentive payment set forth and described in the First Amendment related to the sale of the Cub retail banner is hereby deleted in its entirety. Any special payments to be made to Executive in connection with the of the Cub retail operating busines must be set
forth and
described in a separate writing mutually agreed to by the Company an Executive prior to such sale.
3.Amendment of Short-Term Incentive Payment Terms in the Change of Control Agreement. Section 2(b)(iii) of the Change of Control Agreement shall be amended and restated as follows.
For the fiscal year 2020 short-term incentive payment, and for any short-term incentive payment for any future year (fiscal 2021 or later), during the term of Executive’s employment with the Company, Executive shall be paid based upon actual results, as determined based upon the methodology and subject to any adjustments
applied to the bonus payments of other executives of the Company holding a substantially equivalent level of responsibility as the Executive. This short-term (annual) bonus will be paid to Executive after the calculation thereof based on actual results as aforementioned, at the same time such payment is paid similarly situated executives at UNFI. For the short-term (annual) incentive payment for fiscal 2020, however, the following additional adjustment shall be made to Executive’s short-term incentive entitlement and payment:
Executive’s fiscal 2020 short-term entitlement shall be determined based on actual results for fiscal 2020. This amount shall then be reduced by $246,372.43, which represents the excess over the bonus Executive would have received if his payment was based on actual results, that Executive
was paid for fiscal 2019 based on the terms of the Transition Agreement then in effect (“Fiscal 2020 STI Payment”).
If the Executive’s Fiscal 2020 STI Payment, as determined in accordance with the immediately preceding paragraph yields a payout to the Executive when combined with his 2019 payment, that would be less than what Executive would have received if he had been paid the short-term incentive payments at “target” for both years, then the Fiscal 2020 STI Payment shall be increased to the amount equivalent to Executive being paid at “target” for both fiscal years 2019 and 2020 (i.e., total “target” for both years is equivalent to $871,960.53; Executive received $435,980.23 (“target” short-term bonus) for 2019; any increased payment under this provision would
be the excess of $435,980.23 over the actual Fiscal 2020 STI Payment (as calculated in accordance with the foregoing paragraph) –to the extent the Fiscal 2020 STI Payment is less than $435,980.23).
For any partial year of Executive’s employment, the Executive’s short-term (annual) bonuses shall be prorated based on the period of Executive’s
2
Service during such year, determined in the same manner as for other similarly situated executives of the
Company. Furthermore, the performance objectives for purposes of determining Executive’s actual performance for any short-term payment for all fiscal years hereunder shall be determined by the Company, and subject to approved adjustments, as aforesaid.
4.Transition Agreement Remains in Effect. Except where specifically modified by this Second Amendment, the Transition Agreement shall remain in full force and effect. For the avoidance of doubt, Executive acknowledges and agrees that, as set forth in Section 6 of the Transition Agreement, upon the expiration of the Transition Period, the Change of Control Agreement (except as expressly set forth in this Amendment) shall be without further force or effect and Executive and UNFI will determine the terms and conditions
of any continuing employment relationship. This Second Amendment replaces, supersedes, and modifies the First Amendment to the Transition Agreement in all respects. In the event of a conflict between the terms of the First Amendment, the Transition Agreement or the Change in Control Agreement, the terms of this Second Amendment shall control.
5.Amendment. This Second Amendment to Transition Agreement may not be amended without the written consent of the Parties.
3
IN
WITNESS WEREOF, the parties have executed this Amendment as of the dates set forth below.
