Exhibit 99.2
AMENDMENT NO. 1
TO
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Amendment No. 1 to Restricted Stock Award Agreement, dated as of
February 14, 2007 ("Amendment No. 1"), amends the Restricted Stock Unit Award
Agreement, dated as of December 1, 2003 (the "RSU Agreement"), by and between
SUPERVALU INC. (the "Company") and Xxxx X. Xxxxxx (the "Participant").
The Company and the Participant wish to amend the RSU Agreement in
connection with the Participant's proposed retirement.
NOW, THEREFORE, the parties hereby agree as follows:
1. Sections 3(b) of the RSU Agreement is hereby amended and restated in its
entirety to provide as follows:
(b) Notwithstanding the vesting provisions contained in
Section 3(a), but subject to the other terms and conditions contained
herein, upon the Participant's termination of employment with the
Company or a subsidiary of the Company after the date of this Amendment
No. 1 due to his retirement, 22,800 of the Restricted Stock Units shall
vest immediately and 17,200 of the Restricted Stock Units shall be
forfeited by the Participant.
2. Sections 3(c) and 3(d) of the RSU Agreement are hereby deleted in their
entirety.
3. Section 4 of the RSU Agreement is amended and restated in its entirety
to provide as follows:
(a) If all or a portion of the Restricted Stock Units vest
pursuant to Section 3 above, the Company shall make payment to the
Participant by issuing one share of the Company's Common Stock for each
Restricted Stock Unit that has vested pursuant to Section 3 above on
the date the Participant reaches age 60 (the "Payment Date"). Promptly
following the Payment Date, the Company shall cause to be issued one or
more stock certificates, registered in the name of the participant,
evidencing the shares issued in payment of the Restricted Stock Units.
(b) If the Participant should die before reaching age 60 and
Restricted Stock Units shall have vested as of the date of such death
as provided in Section 3 above, then, notwithstanding the payment
provisions of Section 4(a) above, the Company promptly shall cause to
be issued one or more stock certificates, registered in the name of the
Participant's legal representatives, beneficiaries or heirs, as the
case may be, evidencing the shares issued in payment of the vested
Restricted Stock Units.
(c) For purposes of this Agreement, the date of the
Participant's termination of employment shall be the date on which the
Participant actually or effectively ceases to be an employee of the
Company or a subsidiary of the Company, in accordance with the
Company's personnel policies. The Participant shall not be deemed to
have terminated employment as a result of short-term illness, vacation
or other authorized leave of absence, provided the Participant
continues to be an employee and returns to his duties as an employee
following the completion of such illness, vacation or other absence.
(d) The Participant shall also not be deemed to have
terminated employment as a result of a disability, which renders the
Participant incapable of returning to work. In the event of such a
disability, the Restricted Stock Units shall continue to vest as and
when provided in Section 3 and shall be paid as and when provided in
Section 4(a) or Section 4(b) above as if the Participant had remained
employed by the Company. For purposes of this Section 4(d),
"disability" is defined as eligibility for long-term disability
payments under the applicable Long-Term Disability Plan of the Company.
4. All other provisions of the RSU Agreement will remain in full force
and effect as set forth in the RSU Agreement and are not affected in any way by
this Amendment No. 1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be executed on the date first written above by their respective
officers thereunto duly authorized.
SUPERVALU INC.
By /s/ Xxxxx Xxxxxxx
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Its Executive Vice President
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PARTICIPANT:
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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