Amendment to SmartShare Award Agreements between Smart & Final Inc. and Andre Delolmo
This amendment modifies the restricted stock award agreements between Smart & Final Inc. and Andre Delolmo. Although Delolmo resigned from the company effective October 31, 2006, and would normally forfeit his unvested equity awards, the Compensation Committee has decided to vest all 19,000 previously unvested shares in recognition of his service. No other terms of the equity grants or the Long-Term Equity Compensation Plan are changed by this amendment.
Exhibit 10.64
AMENDMENT TO SMARTSHARE AWARD AGREEMENTS
BETWEEN SMART & FINAL INC. AND ANDRE DELOLMO
This will serve as an amendment to those certain SmartShare (restricted stock) award agreements identified herein (the equity awards) between Smart & Final Inc. (the Company) and Mr. Andre Delolmo (Delolmo)
1. | The Company has awarded, through the Compensation Committee of its Board of Directors, certain equity awards to Delolmo as part of his compensation for service as an executive of the Company. Those equity awards are governed by the Companys Long-Term Equity Compensation Plan (the Plan). The equity awards are identified herein as follows: |
Award Number | Award Date | Type | # of Shares | Grant Price | Vested | Unvested | ||||||
2219 | 2/15/2005 | Restricted | 5,000 | 15.200 | | 5,000 | ||||||
2402 | 2/21/2006 | Restricted | 6,500 | 14.390 | | 6,500 | ||||||
2436 | 5/16/2006 | Restricted | 7,500 | 16.640 | | 7,500 | ||||||
TOTALS | 19,000 | | 19,000 | |||||||||
2. | Mr. Delolmo has resigned his position with the Company effective October 31, 2006. Under the terms of the equity awards and/or the Plan, those grants would not vest and would be forfeited to the Company. |
3. | In recognition of his years of service, the Compensation Committee of the Board in its meeting of September 20, 2006 amended the terms of Delolmos equity awards, effective upon his resignation, as follows: |
Award Number | Award Date | Type | # of Shares | Grant Price | Vested | Shares vested on 10/31/06* | ||||||
2219 | 2/15/2005 | Restricted | 5,000 | 15.200 | | 5,000 | ||||||
2402 | 2/21/2006 | Restricted | 6,500 | 14.390 | | 6,500 | ||||||
2436 | 5/16/2006 | Restricted | 7,500 | 16.640 | | 7,500 | ||||||
TOTALS | 19,000 | | 19,000 | |||||||||
* | Unvested shares at time of termination were vested |
4. | This Amendment will serve to amend and modify the equity awards as set forth herein. Nothing contained herein shall amend or otherwise modify the equity grants or the Plan except as set forth herein. |
/s/ Jeff D. Whynot Smart & Final Inc. | /s/ Andre Delolmo Andre Delolmo |