exv10w1






Exhibit 10.1




SEPARATION AGREEMENT AND GENERAL RELEASE



This Separation Agreement and General Release (“Release”) is entered into between SUPERVALU INC.,
and all its past and present subsidiary, related, and affiliated companies; all its present or past
officers, directors, and employees; and any person who acted on behalf of or on instructions of
SUPERVALU INC. (collectively, the “Company”) and David L. Boehnen (“Employee”).



Employee and Company understand that all words used in this Release have their plain meanings in
ordinary English. Employee and the Company agree as follows:





	1.	 	Last Day Worked and Termination Date. Employee’s last day of work and retirement
date shall be December 15, 2010 (“Termination Date”). Employee agrees this is a voluntary
termination. Employee and the Company shall also enter into a Consulting Agreement
(“Consulting Agreement”) providing for the provision of certain consulting services to the
Company until December 14, 2011, or such earlier date on which services shall end (“Consulting
Termination Date”).






	2.	 	Separation Pay; Time and Form of Payment.






	 	a.	 	The Company will provide to Employee the following payments and benefits:






	 	i.	 	$558,850.00, representing one years’ base salary. This will be paid in
a lump sum as soon as practicable after the last day of the rescission period
specified in paragraph 12 below, assuming no rescission occurs.
	 
	 	ii.	 	$243,395.94, representing an average of the performance results under
Employee’s annual bonus plan for the preceding completed three fiscal years. This
will be paid in a lump sum as soon as practicable after the last day of the
rescission period specified in paragraph 12 below, assuming no rescission occurs.
	 
	 	iii.	 	A lump sum of $19,709.33 to assist in the cost of COBRA or other
medical insurance and medical benefits.
	 
	 	iv.	 	Outplacement services provided by a professional outplacement provider
mutually acceptable to Employee and Company at a cost not to exceed $25,000,
payable directly to the outplacement provider and not by reimbursement to Employee,
subject to paragraph 2.c below.
	 
	 	v.	 	An amount to be determined representing payment of a prorated portion
of the Company’s annual bonus plan for fiscal year 2011, if any. This will be paid
at the same time other bonuses are paid under the annual bonus plan in which
Employee was a participant and only paid if Employee would have otherwise qualified
for a bonus under such plan. In computing the prorated amount to be paid pursuant
to this paragraph, Employee’s service through the Termination Date shall be service
to the Company during the Company’s current fiscal year.
	 
	 	vi.	 	An amount to be determined representing payment of a prorated award
potential under the Company’s long term incentive plan for fiscal years 2010 -
2012, if any. This will be paid based on actual results after the end of fiscal
year 2011. In computing the prorated amount to be paid pursuant to this paragraph,
Employee’s service through the Termination Date shall be service to the Company
during the Company’s current fiscal year.




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	 	b.	 	It is the intention of the parties to make the payments pursuant to paragraphs
2.1.i, 2.a.ii and 2.a.iii before December 31, 2010. In no event will payments pursuant
to paragraphs 2.a.i, 2.a.ii, 2.a.iii, 2.a.v or 2.a.vi above be paid after the later of:
(i) March 15 following the end of the calendar year in which the Termination Date, or if
earlier, the Employee’s last day of work, occurs, or (ii) May 15 following the end of the
Company’s fiscal year in which the Termination Date or, if earlier, the last day of work,
occurs.
	 
	 	c.	 	Outplacement services shall be paid only if the expenses are incurred prior to
December 31 of the second calendar year following the calendar year in which the
Termination Date occurred. In no event will any reimbursement be made for such services
later than December 31 of the third calendar year following the calendar year in which
the Termination Date occurred.
	 
	 	d.	 	Required taxes will be withheld from payments under this Release, and appropriate
tax documents will be issued reflecting amounts received pursuant to this Release.
Separation pay is not eligible for contributions to the Company’s 401(k) plan, flexible
spending account plan or any deferred compensation plan.






	3.	 	Release. In exchange for the aforementioned payment and benefits, Employee agrees as
follows:






	 	a.	 	By this Release, Employee waives and releases any and all claims, actions, and
causes of action which Employee has or may have against the Company arising from or
related to Employee’s employment with and/or separation from the Company, whether or not
Employee now knows of those claims, actions, and causes of action. This release
includes, but is not limited to, any claims not excepted below that Employee may have
for wages, commissions, penalties, vacation pay or other benefit; breach of contract;
fraud or misrepresentation; the Family Medical Leave Act, the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act, or other federal, state, or local civil rights laws or common laws,
including the Minnesota Human Rights Act; defamation; infliction of emotional distress;
breach of the covenant of good faith and fair dealing; negligence; wrongful termination
of employment; and any attorney’s fees or other costs or expenses.
	 
	 	b.	 	Employee specifically waives any right to participate in the SUPERVALU Executive
and Officer Severance Pay Plan.
	 
	 	c.	 	Nothing in this Release is intended to or does: (1) impose any condition, penalty,
or other limitation affecting Employee’s right to challenge this Release; (2) constitute
an unlawful release or waiver of any of Employee’s rights under any laws; (3) waive or
release any claim or right that Employee has as a SUPERVALU shareholder, or as a
participant in SUPERVALU Employment Stock Ownership Plan, 401(k) plan, pension plan,
profit sharing plan, excess benefits plan, stock plan or any other vest benefits or
rights that Employee has under any agreement with the Company or any other plan or
program of the Company except as specifically noted in Paragraph 3(b) above; (4) waive or
release any pending claim that Employee has for workers’ compensation benefits or pending
or future claims for benefits under the Company’s health and welfare benefit plans or
qualified retirement plans except as specifically noted herein; (5) waive or release any
claim that arises after this Release is signed;




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	 	 	 	(6) waive or release Employee’s right to file an administrative charge with any local,
state, or federal administrative agency with jurisdiction to receive and investigate
Employee’s claims under applicable law, although Employee does waive and release
Employee’s right to recover any monetary or other damages under such applicable law,
including but not limited to compensatory damages, punitive damages, liquidated damages,
or attorneys’ fees and costs; (7) prevent or interfere with Employee’s ability or right
to provide truthful testimony, if under subpoena or court order to do so, or respond as
otherwise provided by law; or (8) waive or release Employee’s rights to indemnification
under the Consulting Agreement, the Company’s certificate of incorporation or by-laws
and applicable law.






	4.	 	Confidentiality. Employee acknowledges that Employee has received access to
Confidential Information about the Company, that this Confidential Information was obtained or
developed by the Company at great expense and is zealously guarded by the Company from
unauthorized disclosure, and that Employee’s possession of this special knowledge is due
solely to Employee’s employment with the Company. In recognition of the foregoing, Employee
will not, at any time during or following termination of employment for any reason, disclose,
use, or otherwise make available to any third party, any Confidential information relating to
the Company’s business, products, services, customers, vendors, or suppliers; trade secrets,
data, specifications, techniques; long and short term plans, existing and prospective client,
vendor, supplier, and employee lists, contacts, and information; financial, personnel, and
information system information and applications; and any other information concerning the
business of the Company which is not disclosed to the general public or known in the industry,
except with the express written consent of the Company. All Confidential Information,
including all copies, notes regarding, and replications of such Confidential Information will
remain the sole property of the Company, as applicable, and must be returned to the Company
immediately upon termination of Employee’s employment. This provision supersedes and is in
lieu of any similar provisions in any other agreement(s) between Employee and the Company,
including but not limited to any confidentiality provisions under any stock plan, any option
or restricted stock award agreement pursuant to any stock plan, and the excess benefits
plan.






	5.	 	Non-Solicitation of Customers, Vendors, or Suppliers. Employee specifically
acknowledges that the Confidential Information described in paragraph 4 above includes
confidential data pertaining to existing and prospective customers, vendors, and suppliers of
the Company; that such data is a valuable and unique asset of the business of the Company, and
that the success or failure of their businesses depends upon their ability to establish and
maintain close and continuing personal contacts and working relationships with such existing
and prospective customers, vendors, and suppliers and to develop proposals which are specific
to such existing and prospective customers, vendors and suppliers. Therefore, Employee agrees
that for twelve (12) months following the Consulting Termination Date, Employee will not
(except on behalf of the Company, or with the Company’s express written consent) solicit,
approach, contact or attempt to solicit, approach, or contact, either directly or indirectly,
on Employee’s own behalf or on behalf of any other person or entity, any existing or
prospective customers, vendors, or suppliers of the Company with whom Employee had contact or
about whom Employee gained Confidential Information during Employee’s employment with the
Company for the purpose of obtaining business or engaging in any commercial relationship that
would be competitive with the “Business of the Company” (as defined herein) or cause such
customer, supplier, or vendor to materially change or terminate its business or commercial
relationship with the




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	 	 	Company. This provision supersedes and is in lieu of any similar provisions in any other
agreement(s) between Employee and the Company, including but not limited to any
non-solicitation provisions under any stock plan, any option or restricted stock award
agreement pursuant to any stock plan, and the excess benefits plan. The provisions of this
paragraph 5 shall terminate upon a “Change of Control” of the Company. For the purposes of
this Agreement, a “Change of Control” shall have the same meaning and definition as in
Paragraph 17d of the Change of Control Agreement executed by Employee on September 23, 2009.






	6.	 	Non-Solicitation of Employees. Employee specifically acknowledges that the
Confidential Information described above also includes confidential data pertaining to
employees and agents of the Company, and Employee further agrees that for twelve (12) months
following the Consulting Termination Date, Employee will not, directly or indirectly, on
Employee’s own behalf or on behalf of any other person or entity, solicit, contact, approach,
encourage, induce or attempt to solicit, contact, approach, encourage, or induce any of the
employees or agents of the Company to terminate their employment or agency with the Company.
This provision supersedes and is in lieu of any similar provisions in any other agreement(s)
between Employee and the Company, including but not limited to any non-solicitation provisions
under any stock plan, any option or restricted stock award agreement pursuant to any stock
plan, and the excess benefits plan. The provisions of this paragraph 6 shall terminate upon a
Change of Control of the Company.






	7.	 	Non-Competition. Employee covenants and agrees that for twelve (12) months following
the Consulting Termination Date, Employee will not, in any geographic market in which Employee
worked on behalf of the Company, or for which Employee had any sales, marketing, operational,
logistical, or other management or oversight responsibility, engage in or carry on, directly
or indirectly, as an owner, employee, agent, associate, consultant, partner, or in any other
capacity, a business competitive with the Business of the Company. The provisions of this
paragraph 7 shall terminate upon a Change of Control of the Company.






	 	i.	 	The “Business of the Company” shall mean any business or activity
involved in grocery retailing and supply chain logistics (excluding the provision
of legal services), including but not limited to grocery distribution,
business-to-business portal, retail support services, and third-party logistics, of
the type provided by the Company, or presented in concept to Employee by the
Company at any time during Employee’s employment with the Company.
	 
	 	ii.	 	To “engage or carry on” shall mean to have ownership in such business
(excluding ownership of up to 1% of the outstanding shares of a publicly-traded
company) or to consult, work in, direct, or have responsibility for any area of
such business, including but not limited to operations, logistics, sales,
marketing, finance, recruiting, sourcing, purchasing, information technology, or
customer service.






	 	 	This provision supersedes and is in lieu of any similar provisions in any other agreement(s)
between Employee and the Company, including but not limited to any non-competition provisions
under any stock plan, any option or restricted stock award agreement pursuant to any stock
plan, and the excess benefits plan.




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	8.	 	Remedies for Breach. Any breach of the covenants in paragraphs 4, 5, 6, or 7 will
likely cause irreparable harm to the Company for which money damages could not reasonably or
adequately compensate the Company. Accordingly, the Company shall be entitled to all forms of
injunctive relief (whether temporary, emergency, preliminary, prospective, or permanent) to
enforce such covenants. In addition to damages and other available remedies, Employee
consents to the issuance of such an injunction without the necessity of the Company posting a
bond, or if a court requires a bond to be posted, with a bond of no greater than $500 in
principal amount.






	9.	 	Advice of Counsel. Employee has carefully read and understands all the provisions of
this Release and understands that important rights are being released. Employee acknowledges
that the Company has advised Employee to consult with counsel before signing this Release.






	10.	 	Agreement to Defend. Employee agrees to cooperate with the Company in regard to any
litigation, administrative, governmental, or other judicial proceeding, inquiry, or
investigation involving the Company and concerning any matters Employee had knowledge of or
information relating to during Employee’s employment. The Company shall reimburse Employee
for reasonable out-of-pocket expenses incurred by Employee in connection with such
undertakings, and shall compensate Employee for time involved at an hourly rate based on
Employee’s final base salary at time of termination.






	11.	 	Terms of Release Confidential. The terms of this Agreement shall remain strictly
confidential between the Employee and Company. Employee may disclose the terms to Employee’s
attorney, tax advisor and spouse/domestic partner, but the terms otherwise shall not be
disclosed to third persons unless required by law. Employee acknowledges that the terms of
this Agreement, including the Agreement itself, may need to be disclosed as part of the
Company’s securities filing obligations.






	12.	 	Periods for Consideration and Rescission.






	 	a.	 	Employee has 21 days from the day Employee receives this Release to consider
whether its terms are acceptable and whether to sign it. Employee further understands
that while Employee may sign this Release before the 21-day period has ended, if Employee
does so, Employee is waiving and releasing any rights to the full 21-day period.
	 
	 	b.	 	Employee has the right to rescind or cancel this Release within fifteen (15) days
of signing it. To be effective, the rescission must be in writing and delivered to the
Company by hand or mail within the 15-day period. If delivered by mail, the rescission
must be (1) postmarked within the 15-day period; (2) properly addressed to Dave Pylipow,
sent by certified mail return receipt requested. If delivered by hand, the rescission
must be delivered to Dave Pylipow, 11840 Valley View Road, Eden Prairie, Minnesota 55344.
If Employee rescinds this Release, Company will have no obligation to make the payments
described above. The Effective Date of this Release shall be the sixteenth
(16th) day following the date on which the Release is executed by Employee,
provided the Release has not been rescinded as described in this Paragraph.




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	 	c.	 	Notwithstanding anything to the contrary herein, the last day of the rescission
period will not be later than March 1 of the year following the calendar year in which
the Termination Date or, if earlier, the last day of work occurs.






	13.	 	Arbitration. Employee and Company agree that any controversy, claim, or dispute
arising out of or relating to the Plan or the alleged breach of any of the terms of this
Release, or arising out of or relating to Employee’s employment with the Company or the
termination of such relationship, shall be resolved by final and binding arbitration under the
Employment Dispute Resolution rules and auspices of the American Arbitration Association, or
other neutral arbitrator and rules as mutually agreed to by Employee and the Company. The
arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and
judgment upon the award rendered by the arbitrator may be entered in any court that has
jurisdiction. The place of arbitration shall be Minneapolis, Minnesota, or other location
mutually agreed to by Employee and the Company. The arbitrator shall apply the law as
established by decisions of the applicable federal and state courts in deciding the merits of
claims and defenses. The arbitrator is required to state, in writing, the reasoning on which
the award rests. Notwithstanding the foregoing, this paragraph 15 shall not preclude either
party from pursuing a court action for the sole purpose of obtaining a temporary restraining
order or a preliminary injunction in circumstances in which such relief is appropriate,
including claims by the Company relating to Employee’s alleged breach of any of the covenants
set forth in paragraphs 4, 5, 6 or 7; provided that any other relief shall be pursued through
an arbitration proceeding pursuant to this paragraph 15.






	14.	 	Entire Agreement. This Agreement is the entire agreement between Employee and the
Company concerning Employee’s employment and the termination of Employee’s employment. It is
Employee’s intent to be legally bound by the terms of the Agreement. No amendments,
modifications or waivers of this Release shall be binding unless made in writing and signed by
both Employee and the Company.






	15.	 	Severability. Employee and the Company agree that if any part, term, or provision of
this Release should be held to be unenforceable, invalid, or illegal under any applicable law
or rule, the offending term or provision shall be applied to the fullest extent enforceable,
valid, or lawful under such law or rule, or, if that is not possible, the offending term of
provision shall be struck and the remaining provisions of this Release shall not be affected
or impaired in any way.






	16.	 	Governing Law. This Release will be governed by the laws of the state of Minnesota.






	17.	 	Vacation Pay. The Company shall pay Employee any accrued and unused vacation as of
the Termination Date in a lump sum per the Company’s normal payroll practices following
Employee’s Termination Date.






	18.	 	Stock Options and Restricted Stock Grants. The Company confirms that, pursuant to
the provisions of the Company’s 1993, 2002 and 2007 Stock Plans, the termination of
Employee’s employment will be treated as a “retirement” for the purposes of such plans and
that, as a consequence, all unvested stock options and all unvested restricted stock grants of
Employee shall vest in full on the Termination Date to the extent not already vested and the
stock options shall be exercisable for the balance to the remaining term of the respective
stock option agreement, i.e. until the expiration date stated in the respective option.




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	19.	 	Indemnification and Insurance. Employee shall continue to be indemnified for
Employee’s actions taken while employed by the Company under the Company’s certificate of
incorporation and by-laws as in effect on the date hereof and applicable law, and Employee
shall continue to be covered by the Company’s directors and officers liability insurance
policy as in effect from time to time for actions taken while employed with the Company, each
subject to the requirements of the General Business Corporation Law of the State of Delaware.






	20.	 	Eligibility for Retiree Medical. Provided that Employee makes the required elections
within thirty (30) days of the Termination Date, Employee shall be eligible for the Company’s
retiree medical coverage. The Company has separately provided Employee with the details of
such retiree medical coverage.






	21.	 	Post-Retirement Death Benefit Coverage. Upon the Termination Date, Employee shall
receive the post-retirement death benefit coverage of $782,390.00 that shall be paid to
Employee’s beneficiary upon the death of Employee. The Company has separately provided
Employee with the details of such death benefit coverage.






	22.	 	Benefits Calculations and 409A. The Company has separately provided Employee with
its best estimates of the Employee’s benefits under the Company qualified retirement plan
based on different pay-out options, the amounts payable to Employee under the Company’s excess
benefits plan and when such amounts will be paid, and the amounts payable to Employee under
the Company’s Executive Deferred Compensation Plan and when such amounts will be paid.
Notwithstanding anything else contained herein, to the extent required in order to comply with
Section 409A of the Code, cash amounts that would otherwise be payable under any Company plan
during the period from the Separation in Service Date (as that term in defined in the
applicable plan) through the date prior to the six-month anniversary of the Separation in
Service Date shall instead be paid as soon as reasonably practicable immediately following
such six-month anniversary, in accordance with all plan requirements.





[Signatures appear on the following page.]






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IN WITNESS WHEREOF, Employee hereby executes this Release.




	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	David Boehnen
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:	 	 	 	SUPERVALU INC.
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 






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