Albertsons 2015 Annual Report Download - page 104

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102
Changes in Internal Control Over Financial Reporting
During the fiscal year ended February 28, 2015, there has been no change to the Company’s internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
On April 24, 2015, the Company approved the following actions:
Change of Control Agreements - The Company’s Leadership Development and Compensation Committee recommended, and
the Board of Directors approved, offering the Company’s current form of change of control agreement to Michele A. Murphy
and Janel S. Haugarth, two of the Company’s named executive officers whose post-change in control compensation and
benefits were previously provided under other agreements. Ms. Murphy’s prior agreement expired on March 21, 2015, and the
two-year post change of control protective period under Ms. Haugarth’s agreement also expired on March 21, 2015. Mses.
Murphy and Haugarth have executed the change of control agreements offered to them, such that all of the Company’s named
executive officers are now party to the same form of change of control agreement.
The form of change of control agreement is described in more detail in the Company’s Form 8-K filed with the SEC on
November 22, 2013 and the proxy statement for the annual meeting of stockholders held on July 16, 2014, and is filed as
Exhibit 10.1 the Current Report on Form 8-K filed on November 22, 2013.
Grant of Cash-Settled RSU to CEO - The Company’s Leadership Development and Compensation Committee approved, and
the independent directors of the Board of Directors ratified, an equity incentive award for Sam Duncan, the Company’s
President and Chief Executive Officer, with a grant date fair value equal to $500,000 (in dollars), in recognition of Mr.
Duncan’s significant continued effort, focus and dedication necessary to continue the momentum in the Company's
performance in fiscal 2016. The award is in the form of cash-settled restricted stock units granted under the Company’s 2012
Stock Plan, with a grant date of April 30, 2015, which is the date the trading window opens following release of the Company’s
fourth quarter earnings, and the units will vest in full at the end of fiscal 2016.
The form of Restricted Stock Unit Award Agreement relating to this award is filed as Exhibit 10.70 to this Annual Report on
Form 10-K.