**Exhibit 10.0.8**

 

March 4, 2003 

 

Mr. Mark Matta 

[ADDRESS] 

 

Dear Mark: 

 

This letter will serve as an offer of Winn-Dixie Stores, Inc. to employ you as our Senior Vice President of Human Resources. We anticipatethat your employment will commence on March 24, 2003. It will be recommended to the Board of Directors at its next meeting that you be elected an Officer of the Company as of the date you commence employment. 

 

**Base Salary, Annual and Long-Term Incentive**

 

From the start of your employment through the fiscal year ending June 25, 2003, we will payyou a base salary of $300,000 per full year, payable monthly in arrears on the last banking day of the month. Based on the proposed start date above, you will also be granted a prorated annual Perquisite Benefit of approximately $6,370 for 2003. Forthe fiscal year ended June 25, 2003, you will be eligible to receive the prorated cash annual incentive bonus provided under the Company’s Officer Compensation Program, which shall be targeted at 60% of your base salary (which is partiallyuncapped). In addition, you will receive options to purchase approximately 6,250 shares of the Company’s common stock, at an exercise price per share equal to the New York Stock Exchange close on the date determined by the Program. You willalso be granted at that time, approximately 2,175 shares of the Company’s restricted stock. (Note that the number of options and shares shown above are based on the market closing price of $12.30 on March 3, 2003 and a start date of March 24,2003. Actual numbers granted will be based upon a closing stock price for a future date, and may therefore be different. In addition, if your starting date changes, the number of shares and/or options granted may also change.) You will also begranted a contingent cash payment (for purposes of partially offsetting the tax consequences of the restricted stock) equal to the value, when issued, of the aforementioned restricted stock. These options, restricted stock, and contingent cashpayments will vest over a three-year period starting August 7, 2002, with the first one-third vesting on August 7, 2003. More detailed information regarding the terms of these stock options and restricted shares will be supplied to you in duecourse. 

Page Two 

March 4, 2003

 

**Full Year Example:**

 

The following chart illustrates the maximum value of a full year’s compensation attarget performance: 

 

Base salary
  $300,000
Perquisite Benefit
  $25,000
Annual Incentive
  $180,000
Long Term Incentive
    
•      Stock Options
  $210,000
•      Restricted Stock
  $105,000
•      Contingent Cash
  $105,000   
Total
  $925,000
 

**Sign-On Equity Bonus**

 

You will receive a Sign-on Equity Grant of 5,000 shares of theCompany’s restricted stock. One-third of these restricted shares and will vest on each of the first three anniversaries of your start date. 

 

**Benefits**

 

You will have the various Company benefits, including four weeks of paid vacation, and be entitled to participate in the various plans generally available to Officers of the Company. The Company will also reimburseyou for your COBRA expenses during the waiting period (first of the month following 90 days of service) for medical and dental benefits, less the employee contributions that would have been required had you been covered on the Winn-Dixie plans.

 

**Severance and Change-in-Control**

 

You will be covered by our Officer Severance Policy, which calls for severance of 18 monthsbase salary, plus 1 year of target bonus, plus 18 months of benefit continuation for involuntary termination other than “for cause”. (All components are promoted during the first 18 months of employment.) 

 

In the event of a Change-in-Control as defined in the Officer Compensation Program, inconjunction with your involuntary termination other than “for cause” within one year of the Change-in-Control, or your resignation due to a material change in your work responsibilities, title, location, or reduction of compensation withinone year of a Change-in-Control, severance will be payable. 

Page Three 

March 4, 2003

 

In connection with your relocation, attached is a brief overview of yourrelocation benefits as stated in Policy 7001. Within five business days of accepting this offer you will receive a detailed package from Lexicon Relocation Services that will outline your relocation benefits. If you do not receive your packagewithin this timeframe please call Carrie Thomas at (904) 370-7010. 

 

Note thatif you voluntarily leave the company one year or less after your start date, you will be required to repay Winn-Dixie one hundred percent of the relocation costs and associated expenses paid on your behalf. If you voluntarily leave the companybetween one and two years of your start date, you will be required to repay Winn-Dixie fifty percent of the relocation costs and associated expenses paid on your behalf. 

 

Our offer of employment at Winn-Dixie Stores, Inc., is of course, contingent upon your submission of satisfactory proof of your identity andyour legal authorization to work in the United States, along with successful completion of the Company’s drug test and background check. 

 

The terms set forth in this letter shall be binding on Winn-Dixie and you through March 24, 2004, subject to your satisfactory performance of the duties of your position.After that date, your employment will be at the will and discretion of Winn-Dixie on the one hand, and you on the other hand, and either party may terminate such employment at any time with or without reason or cause. 

 

If this letter correctly states your understanding of our offer, please so indicate bysigning and returning the enclosed copy of this letter to me, in an envelope marked ***Personal & Confidential***, at your earliest convenience. 

 

We look forward to having you with us. 

 

Sincerely, 

 

/s/ Al Rowland 

Page Four 

March 4, 2003

 

/s/ Mark W. Matta
 
3/5/03

Agreed To
 
Date

 
cc:F. Lazaran 

 

February20, 2004 

 

Mr. Mark Matta 

[ADDRESS] 

 

Dear Mark: 

 

In recognition of yourcontribution to the Company and the value your efforts have on the organization, I am pleased to advise you that your base salary will be increased as of March 1, 2004, from $300,000 per year to $330,000 per year. 

 

In addition, I am pleased to advise you that on March 1, 2004, you will be granted 75,000non-qualified stock options with a strike price of the closing price on that day. Also, on that date, you will be granted 30,000 shares of restricted stock, and a contingent cash grant equal to the value of those shares based on the grantdate’s closing price. The options, restricted stock, and contingent cash will vest 50% on March 1, 2006, and the remaining 50% on March 1, 2007, if you remain employed by the Company through those dates. 

 

In addition, your protection under a Change In Control (as defined in the Restricted StockPlan) has been increased to three times your then-current base salary, plus three times your target annual incentive. Also, severance for involuntary termination without cause* has been increased to two times your then-current base salary, plus twotimes your annual target incentive. 

 

I want to personally thank you for yourcontinued support. 

 

Sincerely, 

 

/s/ Frank Lazaran 
 
Frank Lazaran 
*Cause is defined as gross misconduct in the performance of duties or conviction of any felony involving moral turpitude.