Exhibit 99.3
Smart & Final.
Restricted Stock Agreement
Long-Term Equity Compensation Plan
Smart & Final Inc.
((NAME)) ("Participant") has been granted restricted shares of Smart & Final
Inc. common stock ("Restricted Stock") in connection with the Voluntary Exchange
Program of Stock Options-for-Restricted Stock ("Program") of Smart & Final Inc.,
dated as of February 26, 2001. The "Date of Grant" as listed below is coincident
with the date of Participant's voluntary election under the Program. The
Restricted Stock is granted pursuant to the Long Term Equity Compensation Plan
(the "Plan"). This Restricted Stock Agreement ("Agreement") provides a brief
summary of your rights under the Plan, although reference is made to the Plan
for the details of all of your rights under the Plan and this Agreement, as well
as all of the conditions and limitations affecting such rights. If there is any
inconsistency between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall control. Capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Plan.
Overview of Your Restricted Stock
1. Date of Grant:...............................................((GRANTDATE))
2. Number of Shares of Restricted Stock Granted:...................((GRANT))
3. Vesting Date:..............................................((VESTING DATE))
4. Employment by the Company: The Restricted Stock will be forfeited by the
participant without compensation by Smart & Final Inc. ("Company") in the
event that Participant's employment by the Company (or its subsidiaries or
affiliates) is terminated prior to the Vesting Date, subject to Section 6
below. This grant of Restricted Stock, however, shall not impose upon the
Company (or its subsidiaries or affiliates) any obligation to retain the
Participant in its employ for any given period or upon any specific terms of
employment.
5. Dividend Equivalents: Until the Restricted Stock is vested or forfeited, the
Participant is entitled to receive all dividends and other distributions
paid with respect to an equivalent number of unrestricted shares of Smart &
Final Inc. common stock. The value of any such dividends or distributions
shall be accrued and paid out in accordance with the delivery of the
Restricted Stock described in Section 7 below.
6. Termination of Employment By Reason of Death, Retirement, and Vesting in
Connection with a Change in Control: In the event the Participant's
employment is terminated by reason of death or retirement, or in the event
of a Change in Control, prior to the Vesting Date, the Restricted Stock
shall then immediately become fully vested in the Participant.
7. Form of Delivery of Restricted Stock: You will have dividend, voting and
other stockholder rights with respect to your Restricted Stock as of the
date the Restricted Stock is credited to your account. Delivery of the Stock
shall be made within forty-five (45) calendar days following the Vesting
Date.
Restricted Stock Agreement Page 1 of 2
8. Deferral of Constructive Receipt: If the Participant is otherwise eligible
to participate in the Smart & Final Supplemental Deferred Compensation Plan
("SDCP"), grants of Restricted Stock may be deferred in accordance with the
provisions of the SDCP.
9. Transferability: Prior to delivery as referenced in Xxxxxxx 0, Xxxxxxxxxx
Xxxxx is not transferable by the Participant, whether voluntarily or
involuntarily, by operation of law or otherwise, except as provided in the
Plan.
10. Status of Restricted Stock: The shares of the Company's common stock which
are the subject of the Restricted Stock have been registered with the
Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended. If the participant is an officer or director subject to
the reporting requirements of the Securities and Exchange Act of 1934, the
participants Restricted Stock may only be sold in compliance with Rule 144
promulgated by the SEC. Please contact the Company's Human Resources
Department regarding the transferability of the Restricted Stock.
Please acknowledge your agreement to participate in the Plan and this Agreement
and to abide by all of the governing terms and provisions by signing the
following representation:
AGREEMENT TO PARTICIPATE
By signing a copy of this Agreement and returning it to the Human Resources
Department of the Company, I acknowledge that I have read the Plan and this
Agreement, and that I fully understand all of my rights under the Plan, as well
as all of the terms and conditions which may limit my eligibility to receive
Restricted Stock. Without limiting the generality of the preceding sentence, I
understand that my right to acquire Restricted Stock is conditioned upon my
continued employment with the Company.
PARTICIPANT:
Participant Name: ((NAME))
Participant Signature: ____________________________
Date: ____________________________
ACCEPTED FOR SMART & FINAL INC.
By: _________________________________
Its: _________________________________
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