exv10w1






EXHIBIT 10.1




SUPERVALU INC.

2002 STOCK PLAN




AMENDMENT NO. 1

TO

RESTRICTED STOCK UNIT AWARD AGREEMENT



     This Amendment No. 1 (this “Amendment”) is made and entered into as of the 16th day of April,
2010, by and between SUPERVALU INC., a corporation organized and existing under the laws of the
State of Delaware (the “Company”), and Jeffrey Noddle (“Mr. Noddle”), an individual who is employed
by the Company as its Executive Chairman, in order to amend that certain Restricted Stock Unit
Award Agreement (the “Original Agreement”) made and entered into as of the 12th day of October
2006, by and between the Company and Mr. Noddle.



RECITALS




     WHEREAS, pursuant to the Agreement, the Board of Directors of the Company (the “Board”)
provided a retention incentive award for Mr. Noddle in the form of restricted stock units (“RSUs”)
under the Company’s 2002 Stock Plan (the “Plan”), that vest in installments after the lapse of
specified time periods subject to the satisfaction of certain conditions; and



     WHEREAS, the Board has now determined, in light of Mr. Noddle’s retirement from the Company
and because the objectives of the Agreement have been met, that the unvested RSUs under the
Agreement shall vest on June 24, 2010, the effective date of Mr. Noddle’s retirement, subject to
the terms and conditions of the Agreement as amended hereby;



     NOW THEREFORE, in consideration of the foregoing and the terms and conditions set forth
herein, the parties hereto, intending to be legally bound, hereby agree as follows:



          1. Amendment of Original Agreement




     (a) Section 2(a) of the Original Agreement is hereby amended in its entirety to read as
follows:



     “(a) Scheduled Vesting. Subject to all of the terms and conditions of this Agreement,
including but not limited to the “Conditions to Vesting” set forth in Section 2(b) below, a portion
of the RSUs shall vest on the each of the dates set forth in the table below (each a “Vesting
Date”), in such a manner that the cumulative amount of RSUs that have vested on each Vesting Date
shall correspond to the percentage amounts shown for such Vesting Date, provided Mr. Noddle is in
the employ of the Company on the applicable Vesting Date.



	 	 	 	 	 
	 	 	Percentage of	 
	Date	 	RSUs Vested	 
	October 12, 2009
	 	 	25	%
	June 24, 2010
	 	 	100	%






     (b) Section 2(b)(ii) of the Original Agreement is hereby amended in its entirety to read as
follows:



     “(ii) Adjustments/Forfeiture Based on Stock Value. On each Vesting Date, the Company shall
determine the average of the fair market values of its Common Stock on each trading day that has
occurred during the preceding ninety (90) calendar days.
Such average shall be determined by taking the aggregate of the average of the opening and
closing sale prices of the Company’s Common Stock as reported on the New York Stock Exchange for
each day on which the New York Stock Exchange was open for trading during such ninety day period
and on which the Company’s Common Stock was permitted to be traded, and dividing the result by the
number of such days. The result so determined shall be referred to herein as the “Average FMV” for
such Vesting Date.



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     If the Average FMV determined as of the Vesting Date is less than $32.77 (the “Reference
Value”), the amount of RSUs scheduled to vest on that date shall be reduced by an amount equal to
the percentage difference between the Reference Value and such Average FMV, and the amount of RSUs
so reduced shall be shall be forfeited and Mr. Noddle shall have no rights with respect to same.”



     (c) Section 2(b)(iv) of the Original Agreement is hereby deleted in its entirety, and
Section 2(b)(v) of the Original Agreement is hereby renumbered as Section 2(b)(iv).



     (d) Section 4(a) of the Original Agreement is hereby amended in its entirety to read as
follows:



     “(a) If all or a portion of the RSUs vest pursuant to Subsection 2(a) or 2(b) above, the
Company shall make payment to Mr. Noddle no later than the 30th day following the date on which
such RSUs vest by issuing one share of Common Stock for each RSU that has vested. Issuance shall be
in book entry or certificate form, registered in the name of Mr. Noddle.”



          2. General Provisions




     (a) This Amendment shall be construed in connection with and as part of the Agreement, and
except as modified and expressly amended by this Amendment, all terms, conditions and covenants
contained in the Agreement are hereby ratified and shall be and remain in full force and effect.



     (b) The validity, construction and effect of this Amendment, and any rules and regulations
relating to this Amendment, shall be determined in accordance with the laws of the State of
Minnesota (other than its law respecting choice of law), except to the extent the general
corporation law of the State of Delaware would be applicable.



     (c) The headings in this Amendment are for convenience of reference only and shall not be
deemed in any way to be material or relevant to the construction or interpretation of this
Agreement or any provision hereof.



     IN WITNESS WHEREOF, the Company and Mr. Noddle have signed this Agreement as of the 16th day
of April, 2010.



	 	 	 	 	 	 
						
	SUPERVALU INC.	 	 	
	 	 	 	
	By:

		/s/ David E. Pylipow
	 	/s/ Jeffrey Noddle	
	 

	 	 
	 	 	
	 

	 	David E. Pylipow
	 	Jeffrey Noddle	
	 

	 	Its: Executive Vice President,	 	 	
	 

	 	Human Resources	 	 	














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