Exhibit 10.3
January 9, 2001
Award of Deferred Stock Units
Pursuant to Section 10 of the Albertson's, Inc. Amended and Restated 1995
Stock-Based Incentive Plan (the "Plan"), ____________________ (Name)(the
"Participant"), ___________________ (Title), of Albertson's, Inc. (the
"Company") is hereby awarded units representing __________ (Units) shares of the
common stock, $1.00 par value, of Albertson's, Inc. (the "Deferred Stock Units")
upon the terms and conditions set forth below on December 6, 2000.
1. Each Deferred Stock Unit represents a hypothetical share of the Company's
common stock, $1.00 par value (the "Stock"), and will at all times be equal
in value to a share of Stock. The Deferred Stock Units will be credited to
the Participant in an account established for the Participant, and an
amount equal to the amount of the quarterly dividend on the equivalent
amount of Stock will be paid quarterly to the Participant.
2. The Deferred Stock Units will be converted into shares of Stock and three
quarters (3/4) of such Stock will be transferred to the Participant on
December 5, 2003 (the "Vesting Date"), provided that the Participant is
still employed by the Company on that date as an officer of the Company.
The remaining one quarter (1/4) of such Stock will be transferred to the
Participant on the Vesting Date, provided that the condition set forth in
the previous sentence have been met and the closing price of the Company's
Stock on the New York Stock Exchange (the "Market Price") is at least 133%
of the Market Price on the date of the grant of the Deferred Stock Units
for a period of at least twenty consecutive trading days during the three
year vesting period.
3. The Deferred Stock Units are not assignable or transferable by the
Participant (voluntarily or by operation of law) prior to the lapse of the
restrictions set forth in Section 2 above.
4. (a) The Participant may elect to defer receipt of the Stock to a future
time not more than fifteen years from the Vesting Date and may elect
to receive the Stock in a lump sum or annual installments, provided
that the Participant has delivered a written election to the Company
at least six months prior to the Vesting Date.
(b) If the Participant is a "covered employee" as that term is defined in
Section 162(m) of the Internal Revenue Code of 1986, as amended, on
the Vesting Date, then the receipt of the Stock will be automatically
deferred to the extent that the Participant's total compensation
covered by Section 162(m) for fiscal year 2003 would exceed $1 million
and will continue to be deferred in like manner until the Participant
is no longer a "covered employee" or until the Participant has elected
to receive the stock as described in subsection (a) above, whichever
date is later.
(c) If the Participant becomes a "covered employee" as that term is
defined in Section 162(m) of the Internal Revenue Code of 1986, as
amended, during the deferral period that the Participant has elected
under subsection (a) above, then the receipt of the Stock during that
fiscal year will be automatically deferred to the extent that the
Participant's total compensation covered by Section 162(m) for that
fiscal year would exceed $1 million and will continue to be deferred
in like manner until the Participant is no longer a "covered employee"
or until the Participant has elected to receive the stock as described
in subsection (a) above, whichever is later.
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(d) Receipt of any Stock by a "covered employee" will take place only in
December or January of the applicable fiscal year so that the total
amount of compensation covered by Section 162(m) for that fiscal year
can be calculated.
5. In consideration of the grant of this award of Deferred Stock Units, the
Participant agrees during the term of this agreement and for a period of
one year from the Vesting Date not to become employed by another company in
the food and/or drug business that competes against the Company.
6. The terms of the Plan with regard to change of control (Section 13 of the
Plan) will apply to this award.
7. The Participant will not have any rights as a stockholder with respect to
any shares of Stock issueable pursuant to the Deferred Stock Units until
the date on which a stock certificate (or certificates) representing such
Stock is issued.
8. The number of shares of Stock issueable pursuant to the Deferred Stock
Units are subject to equitable adjustment as provided in Section 14 of the
Plan.
9. Notices hereunder will be mailed or delivered to the Company at the
Corporate Secretary's Department, Albertson's, Inc., P.O. Box 20, Boise,
Idaho 83726 and will be mailed or delivered to the Participant at the
Participant's address set forth in the payroll records of the Company, or
in either case at such other address as one party may subsequently furnish
to the other party in writing.
10. This award will not confer upon the Participant any right with respect to
continuance of employment by the Company, nor will it interfere in any way
with any right of the Company to terminate the Participant's employment at
any time.
11. The laws of the State of Delaware will govern this award and all matters
related hereto.
12. This award is subject to the terms of the Plan, and the Participant is
being delivered a copy of the Plan with this award agreement.
13. The Participant will pay to the Company, on demand, any taxes the Company
reasonably determines it is required to withhold under applicable tax laws
with respect to the Deferred Stock Units or the issuance of Stock pursuant
to this award. The tax withholding obligation may be satisfied by the
Participant instructing the Company to withhold shares of stock otherwise
issueable pursuant to this award in order to satisfy the minimum tax
withholding amount permissible under the method that results in the least
amount withheld.
14. This agreement may be executed in two or more counterparts, each of which
will be an original but all of which together will represent one and the
same agreement.
15. This agreement cannot be changed or terminated orally. The agreement and
the Plan contain the entire agreement between the parties relating to the
subject matter hereof.
ALBERTSON'S, INC.
PARTICIPANT By:
______________________________ Its: Chairman of the Board
Name: and Chief Executive Officer
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