EX-10.63






Exhibit 10.63




Award of Deferrable Restricted Stock Units

(2004 Plan)




Pursuant to Section 7 of the Albertson’s, Inc. 2004 Equity and Performance Incentive Plan (the
“Plan”), (the “Participant”), an officer or other key employee of Albertson’s, Inc. or one or
more of its Subsidiaries (the “Company”) is hereby awarded units representing shares of common
stock, $1.00 par value, of the Company (the “Deferrable Restricted Stock Units”), on      
(the “Date of Grant”), upon the terms and conditions set forth in this Award Agreement (this
“Agreement”) and in the Plan.




	1.	 	Grant of Deferrable Restricted Stock Units; Payment of Dividend Equivalents.






	 	(a)	 	Each Deferrable Restricted Stock Unit represents a hypothetical share of the
Company’s common stock, $1.00 par value (the “Stock”). The Deferrable Restricted Stock
Units will be credited to an account established for the Participant.






	 	(b)	 	On each date a cash dividend is distributed with respect to the Stock, an
amount equal to such dividend per share, multiplied by the number of Deferrable
Restricted Stock Units then credited to the Participant’s account, will be paid in cash
to the Participant.






	2.	 	Vesting.






	 	(a)	 	The Deferrable Restricted Stock Units will vest as follows:      (each, a
“Vesting Date”), provided that the Participant has been continuously employed as an
employee of the Company from the Date of Grant through the applicable Vesting Date.
For purposes of this Agreement, “continuously employed” shall mean the absence of any
interruption or termination of employment with the Company or with a person or entity
controlling, controlled by or under common control with the Company (an “Affiliate”).
Continuous employment shall not be considered interrupted or terminated in the case of
sick leave, military leave or any other leave of absence approved by the Company or in
the case of transfers between locations of the Company or its Affiliates.






	 	(b)	 	Notwithstanding Section 2(a) above, all Deferrable Restricted Stock Units
subject to this Agreement will become immediately vested if the Participant’s
employment is involuntarily terminated by the Company without Cause (and other than by
reason of death or disability) or by the Participant for Good Reason following a Change
in Control (a “CIC Termination”).






	 	(c)	 	Except as provided in Section 2(b) above and in Section 2(d) below, upon a
termination of employment under involuntary or voluntary terms, including retirement,
any Deferrable Restricted Stock Units that were not vested as of such date of
termination of employment will be forfeited and the Company will have no further
obligation with respect to thereto.






	 	(d)	 	Upon the Participant’s termination of employment for reasons of death or
permanent disability, a pro-rata portion of the Deferrable Restricted Stock Units will
vest. The pro-rata portion will be calculated by multiplying the full number of
Deferrable Restricted Stock Units granted hereunder by a fraction, the numerator of
which is the number of complete weeks from the Date of Grant to the date of the
Participant’s death or permanent disability determination, and the denominator of which
is      (representing the total number of weeks in the vesting period). The excess of
the number of Deferrable Restricted Stock Units resulting from this calculation over
the number of Deferrable Restricted Stock Units that have previously vested pursuant to
Section 2(a) will become vested on the date of the Participant’s death or permanent
disability.






	3.	 	Non-Assignable/Non-Transferable. This Agreement and the Deferrable Restricted Stock Units
are not assignable or transferable by the Participant (voluntarily or by operation of law)
prior to issuance as set forth in Section 4 below; provided, however, that no
provision in this Agreement will prevent the transfer of the Deferrable Restricted Stock Units
or the shares of Stock underlying such Deferrable Restricted Stock Units by will or the laws
of descent and distribution in the event of the death of the Participant.






	4.	 	Issuance of the Stock.






	 	(a)	 	Except as provided in Section 4(c) or Section 4(d) below, the Company will
issue to the Participant (or to the estate, guardian or beneficiary of the Participant,
as the case may be) the Stock underlying the vested Deferrable Restricted Stock Units
upon the later of (i) each Vesting Date or (ii) the specified payout date elected by
the Participant in an election (an “Initial Deferral Election”) made at the time of
grant and in accordance with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), if any.






	 	(b)	 	The Participant may elect, in the manner and form prescribed by the Company
(the “Subsequent Deferral Election”), to delay the issuance of the Stock pursuant to
Section 4(a).






	 	(i)	 	If permitted by Section 409A of the Code, such Subsequent
Deferral Election may apply to less than all of the shares of Stock underlying
the Participant’s Deferrable Restricted Stock Units.






	 	(ii)	 	Unless otherwise permitted in accordance with Section 409A of
the Code, a Subsequent Deferral Election will not be effective unless (A) in
the case of a distribution made by reason of a specified time or a fixed
schedule, the Subsequent Deferral Election is made not less than twelve months
prior to the first date that issuance would have been made absent such
Subsequent Deferral Election, (B) the initial issuance under such Subsequent
Deferral Election will be made no less than five years from the date payment
would have been made absent such Subsequent Deferral Election (excluding
issuance on account of the death or disability of the Participant), and (C)
such Subsequent Deferral Election will not take effect until twelve months
after the date on which the Subsequent Deferral Election is made.






	 	(c)	 	If the Participant makes an Initial Deferral Election (or a Subsequent Deferral
Election in accordance with Section 4(b) above), the Company will issue to the
Participant (or to the estate, guardian or beneficiary of the Participant, as the case
may be) the Stock underlying the vested Deferrable Restricted Stock Units so deferred
upon the date selected by the Participant in the Initial Deferral Election (or
Subsequent Deferral Election, if applicable).






	 	(d)	 	Notwithstanding any provision of this Agreement to the contrary:






	 	(i)	 	The Company will issue to the Participant (or to the estate,
guardian or beneficiary of the Participant, as the case may be) the Stock
underlying the vested Deferrable Restricted Stock Units immediately upon the
Participant’s death or becoming disabled (within the meaning of Section
409A(c)(2)(C) of the Code); and






	 	(ii)	 	The Company will issue to the Participant the Stock underlying
the Deferrable Restricted Stock Units immediately upon a CIC Termination;
provided, however, that if the Participant is a “specified
employee” (within the meaning of Section 409A of the Code) and the issuance of
the Stock immediately upon a CIC Termination would not meet the “short-term
deferral” exemption under Section 409A of the Code (or otherwise qualify for
exemption under Section 409A of the Code), then the Company will issue the
Stock under the Deferrable Restricted Stock Units to the participant six months
following the Participant’s “separation from service” (within the meaning of
Section 409A of the Code) or, if earlier, upon the earlier of (i) the date the
Deferrable Restricted Stock Units would otherwise be paid or (ii) the
Participant’s date of death.






	 	(e)	 	Except to the extent provided by Section 409A of the Code and permitted by the
Company, no Stock may be issued to the Participant at a time earlier than otherwise
expressly provided in this Agreement.






	 	(f)	 	The Company’s obligations to the Participant with respect to the Deferrable
Restricted Stock Units will be satisfied in full upon the issuance of shares of Stock
corresponding to such Deferrable Restricted Stock Units.






	5.	 	Detrimental Activity.






	 	(a)	 	If the Participant, either during employment by the Company or within one year
after termination of such employment, shall engage in any Detrimental Activity (as
defined below), and the Board of Directors of the Company shall so find, and (except
for any Detrimental Activity described in Section 5(c)(iv)(B)) the Participant shall
not have ceased all Detrimental Activity within 30 days after notice of such finding
given within one year after commencement of such Detrimental Activity, the Participant
shall:






	 	(i)	 	Forfeit any Deferrable Restricted Stock Units then held by the
Participant;






	 	(ii)	 	Return to the Company, all shares of Stock that the Participant
has not disposed of that were issued to the Participant pursuant to this
Agreement within a period of one year prior to the date of the commencement of
such Detrimental Activity; and






	 	(iii)	 	With respect to any shares of Stock that the Participant has
disposed of that were issued to the Participant pursuant to this Agreement
within a period of one year prior to the date of the commencement of such
Detrimental Activity, pay to the Company in cash the closing price of the
 shares of such Stock on the New York Stock Exchange on the date of issuance
pursuant to this Agreement (or on the last trading day prior to such issuance,
if there was no trading on the date of issuance).






	 	(b)	 	To the extent that such amounts are not paid to the Company, the Company may,
in addition to all other remedies at law or in equity, set off the amounts so payable
to it against any amounts that may be owing from time to time by the Company to the
Participant, whether as wages, deferred compensation or vacation pay or in the form of
any other benefit or for any other reason.






	 	(c)	 	For purposes of this Agreement, the term “Detrimental Activity” shall include:






	 	(i)	 	Without the prior written consent of the Company, engaging in
any activity, as an employee, director, principal, agent, or consultant for
another entity, and in a capacity, that directly competes with the Company in
any business activity (or in any business activity which was under active
development while the Participant was employed by the Company if such
development is being actively pursued by the Company during the one-year period
referred to in this Section 5) for which the Participant has had any direct
responsibility and direct involvement during the last two years of his or her
employment with the Company, in any territory in which the Company engages in
such business activity.






	 	(ii)	 	Soliciting any employee of the Company to terminate his or her
employment with the Company.






	 	(iii)	 	The disclosure to anyone outside the Company, or the use in
other than the Company’s business, without prior written authorization from the
Company, of any confidential, proprietary or trade secret information or
material relating to the business of the Company, acquired by the Participant
during his or her employment with the Company or while acting as a consultant
for the Company thereafter.






	 	(iv)	 	Activity that results in termination for the following reasons:
(A) due to the Participant’s willful and continuous gross neglect of his or her
duties for which he or she is employed; or (B) due to an act of dishonesty on
the part of the Participant constituting a felony resulting or intended to
result, directly or indirectly, in his or her gain for personal enrichment at
the expense of the Company.






	6.	 	Definitions. For purposes of this Agreement:






	 	(a)	 	“Cause” means that, prior to any termination for “Good Reason,” the Participant
shall have:






	 	(i)	 	been convicted of a criminal violation involving, in each case,
fraud, embezzlement or theft in connection with his or her duties or in the
course of his or her employment with the Company or any Subsidiary;






	 	(ii)	 	committed intentional wrongful damage to property of the
Company or any Subsidiary; [or]






	 	(iii)	 	committed intentional wrongful disclosure of secret processes
or confidential information of the Company or any Subsidiary; [or]






	 	(iv)	 	[FOR EXECUTIVE OFFICERS ONLY] committed intentional wrongful
engagement in any “Competitive Activity,” which for this purpose means the
Participant’s having an investment constituting more than $100,000 in or
providing personal services to any business enterprise (without the prior
written consent of the Company), if such enterprise: (1) at the time of
determination, is substantially similar to the whole or a substantial part of
the business conducted by the Company or any of its divisions or Affiliates;
(2) at the time of determination, is operating a store or stores which, during
its or their fiscal year preceding the determination, had aggregate net sales
in excess of $10,000,000, if such store or any of such stores is or are located
in a city or within a radius of 25 miles from the outer limits of a city where
the Company, or any of its divisions or Affiliates, is operating a store or
stores which, during its or their fiscal year preceding the determination, had
aggregate net sales in excess of $10,000,000; and (3) had aggregate net sales
at all its locations, and sales by its divisions and Affiliates, during its
fiscal year preceding that in which the Participant made an investment therein,
or first rendered personal services thereto, in excess of $500,000,000;]






and any such act shall have been demonstrably and materially harmful to the Company.
For purposes of this Agreement, no act or failure to act on the part of the
Participant shall be deemed “intentional” if it was due primarily to an error in
judgment or negligence, but shall be deemed “intentional” only if done or omitted to
be done by the Participant not in good faith and without reasonable belief that the
Participant’s action or omission was in the best interest of the Company.
Notwithstanding the foregoing, the Participant shall not be deemed to have been
terminated for “Cause” hereunder unless and until there shall have been delivered to
the Participant a copy of a resolution duly adopted by the affirmative vote of not
less than three quarters of the Board then in office at a meeting of the Board
called and held for such purpose, after reasonable notice to the Participant and an
opportunity for the Participant, together with the Participant’s counsel (if the
Participant chooses to have counsel present at such meeting), to be heard before the
Board, finding that, in the good faith opinion of the Board, the Participant had
committed an act constituting “Cause” as herein defined and specifying the
particulars thereof in detail. Nothing herein will limit the right of the
Participant or his or her beneficiaries to contest the validity or propriety of any
such determination.




	 	(b)	 	“Good Reason” means the occurrence of one or more of the following events
(regardless of whether any other reason, other than Cause, for such termination exists
or has occurred, including without limitation other employment):






	 	(i)	 	Failure to elect or reelect or otherwise to maintain the
Participant in the office or the position, or a substantially equivalent or
better office or position, of or with the Company and/or a Subsidiary (or any
successor thereto by operation of law of or otherwise), as the case may be,
which the Participant held immediately prior to a Change in Control, or the
removal of the Participant as a Director of the Company and/or a Subsidiary if
the Participant shall have been a Director of the Company and/or a Subsidiary
immediately prior to the Change in Control;






	 	(ii)	 	Failure of the Company to remedy any of the following within 10
calendar days after receipt by the Company of written notice thereof from the
Participant: (A) A significant adverse change in the nature or scope of the
authorities, powers, functions, responsibilities or duties attached to the
position with the Company and any Subsidiary which the Participant held
immediately prior to the Change in Control, (B) a reduction in the
Participant’s base pay received from the Company or any Subsidiary, (C) a
reduction in the Participant’s incentive pay as compared with the incentive pay
most recently paid prior to the Change in Control, or (D) the termination or
denial of the Participant’s rights to employee benefits or a reduction in the
scope or value thereof;






	 	(iii)	 	The liquidation, dissolution, merger, consolidation or
reorganization of the Company or the transfer of all or substantially all of
its business and/or assets, unless the successor or successors (by liquidation,
merger, consolidation, reorganization, transfer or otherwise) to which all or
substantially all of its business and/or assets have been transferred (by
operation of law or otherwise) assumed all duties and obligations of the
Company under this Agreement;






	 	(iv)	 	The Company requires the Participant to have his or her
principal location of work changed to any location that is in excess of 50
miles from the location thereof immediately prior to the Change in Control, or
requires the Participant to travel away from his or her office in the course of
discharging his or her responsibilities or duties hereunder at least 20% more
(in terms of aggregate days in any calendar year or in any calendar quarter
when annualized for purposes of comparison to any prior year) than was required
of Participant in any of the three full years immediately prior to the Change
in Control without, in either case, his or her prior written consent; or






	 	(v)	 	Without limiting the generality or effect of the foregoing, any
material breach of this Agreement by the Company or any successor thereto which
is not remedied by the Company within 10 calendar days after receipt by the
Company of written notice from the Participant of such breach.






	7.	 	Rights of Participant.






	 	(a)	 	The Participant will not have any rights as a stockholder with respect to any
 shares of Stock issuable pursuant to the Deferrable Restricted Stock Units until the
date on which a stock certificate (or certificates) representing such Stock is issued.






	 	(b)	 	The obligations of the Company under this Agreement will be merely that of an
unfunded and unsecured promise of the Company to deliver shares of Stock in the future
and to pay cash in respect of dividends from time to time, and the rights of the
Participant will be no greater than that of an unsecured general creditor. No assets
of the Company will be held or set aside as security for the obligations of the Company
under this Agreement.






	8.	 	Adjustments. The number and kind of shares of Stock issuable pursuant to the Deferrable
Restricted Stock Units is subject to adjustment as provided in Section 12 of the Plan.






	9.	 	American Jobs Creation Act.






	 	(a)	 	To the extent applicable, it is intended that this Agreement and the Plan
comply with the provisions of Section 409A of the Code, so that the income inclusion
provisions of Section 409A(a)(1) of the Code do not apply to the Participant. This
Agreement and the Plan shall be administered in a manner consistent with this intent,
and any provision that would cause this Agreement or the Plan to fail to satisfy
Section 409A of the Code shall have no force and effect until amended to comply with
Section 409A of the Code (which amendment may be retroactive to the extent permitted by
Section 409A of the Code and may be made by the Company without the consent of the
Participant).






	 	(b)	 	It is intended that, to the extent applicable, all Participant elections
hereunder will comply with Section 409A of the Code. The Company is authorized to
adopt rules or regulations deemed necessary or appropriate in connection therewith to
anticipate and/or comply with the requirements thereof.






	 	(c)	 	Reference to Section 409A of the Code will also include any proposed, temporary
or final regulations, or any other guidance, promulgated with respect to such Section
by the U.S. Department of the Treasury or the Internal Revenue Service.






	10.	 	Notices. Notices hereunder will be mailed or delivered to the Company, Compensation
Department, Albertson’s, Inc., P.O. Box 20, Boise, Idaho 83726 and will be mailed to 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.






	11.	 	No Employment Rights. 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.






	12.	 	Governing Law. The laws of the State of Delaware will govern this award and all matters
related hereto.






	13.	 	Severability. In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision so invalidated
shall be deemed to be separable from the other provisions hereof, and the remaining provisions
hereof shall continue to be valid and fully enforceable.






	14.	 	Interpretation. Except as expressly provided in this Agreement, capitalized terms used
herein will have the meaning ascribed to such terms in the Plan. References to the Company
herein will be deemed to refer to any successor of the Company who has expressly agreed to
perform the obligations hereunder.






	15.	 	Subject to Plan. This award is subject to the terms of the Plan. To the extent any
provision of this Agreement violates or is inconsistent with an express provision of the Plan,
the Plan provision will govern and any inconsistent provision in this Agreement will have no
force or effect.






	16.	 	Taxes. 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 Deferrable
Restricted Stock Units or the issuance of Stock pursuant to this award. To the extent that
Stock is issuable to the Participant when the tax withholding obligation arises, the tax
withholding obligation shall be satisfied by the Company withholding shares of Stock otherwise
issuable pursuant to this award in order to satisfy the minimum tax withholding amount
permissible under the method that results in the least amount withheld.






	17.	 	Counterparts. 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.






	18.	 	Amendments/Entire Agreement. Any amendment to the Plan will be deemed to be an amendment to
this Agreement. Except as provided in this Agreement, no amendment will adversely affect the
number or value of the Participant’s Deferrable Restricted Stock Units without the
Participant’s written consent. 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.





	 	 	 	 	 
	PARTICIPANT
	 	ALBERTSON’S, INC.

	_____________________________
	 	By:  ____________________________

	 
	 	Chairman, CEO and President