Sample Business Contracts

Consulting Agreement - Albertson's Inc.

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                              CONSULTING AGREEMENT

          CONSULTING  AGREEMENT (the  "Agreement"),  dated as of March 15, 2001,
between  Albertson's,   Inc.,  a  Delaware  corporation  (the  "Company"),   and
____________________ (the "Advisor").

          Advisor  has  determined  to tender  his  resignation  to the Board of
Directors of the Company (the "Board")  effective  upon the  adjournment  of the
Company's 2001 Annual Meeting (the  "Resignation  Date").  Notwithstanding  such
resignation,  the Board  desires  that the  Company and its  stockholders  shall
continue  to  benefit  from the  experience  and  ability  of the  Advisor  as a
consultant to the Company, and the Advisor is willing to commit himself to serve
as a Special Advisor to the Board, on the terms and conditions  herein provided.
Accordingly,  in consideration of the premises and the respective  covenants and
agreements  of the parties  herein  contained,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1.   RETAINER.  The Company hereby retains the Advisor, effective as of the
Resignation  Date, and the Advisor hereby agrees to become a Special  Advisor to
the Board for the Term provided in Section 3 to render the  consulting  services
described in Section 2.

     2.   DUTIES.

     2.1  Assignment of Duties.  During  the  Term, as  defined in  Section 3 of
this Agreement, the Advisor shall be available to the  Company to  provide  such
consulting and other services as may reasonably be required of him by the Board.

     2.2  Availability.  The  Advisor agrees to devote  to the Company such time
as shall be necessary for the effective conduct of his duties hereunder. Advisor
shall be permitted to engage in outside business and other interests that do not
conflict with such duties.  Advisor shall not be required to provide services to
the Company in excess of ten hours per month.

     3.   TERM.  The term of the  Advisor's  retainer  under this Agreement (the
"Term")  shall  commence on the  Resignation  Date (also  called the  "Effective
Date") and shall expire on the second  anniversary  of the Effective Date unless
sooner terminated pursuant to Section 5 of this Agreement.



     4.1  Cash Portion of Consulting Fee.  The  Company  shall pay the Advisor a
cash fee at the rate of  $40,000  per annum  during  the Term  (the  "Consulting
Fee"). The Consulting Fee shall be payable at the same time, in the same manner,
and  following  the  same  procedures  as  apply  to  directors'  fees  paid  to
non-employee  directors of the Company.  All such  payments  shall be subject to
deduction and withholding (if any) authorized or required by applicable law.

     4.2  Equity Portion of Consulting Fee.  Advisor shall be awarded $60,000 of
Company  common stock  annually  during the Term pursuant to the Company's  1995
Stock-Based  Incentive  Plan.  Advisor may choose to receive  such awards in the
form of Company common stock,  deferred Company stock  equivalents or options to
purchase Company common stock. Awards in the form of stock options shall be at a
ratio of four (4) stock option  shares to one (1) share of Company  common stock
that may otherwise be awarded pursuant to this Section 4.2. Equity  compensation
awarded pursuant to this Section 4.2 shall be made at the same time, in the same
manner,  and  following  the same  procedures  as apply to equity awards made to
non-employee  directors of the Company. The compensation provided for in Section
4.1 and 4.2 hereof is referred to herein as the "Consulting Fee."

     4.3  No Offset Effect.  Any other compensation  received by the Advisor for
services  performed  for the Company or its  affiliates  shall not operate as an
offset to the  compensation  due  pursuant to Section 4.1 or Section 4.2 of this

     4.4  Expense Reimbursement.  The  Company shall  reimburse the  Advisor for
all  reasonable out-of-pocket expenses  related  to  travel,  entertainment  and
miscellaneous  expense incurred in carrying out his duties under this Agreement.
Reimbursement  shall only be made against an itemized list of such  expenditures
signed by the Advisor in such form as  required  by the  Company and  consistent
with the Company's policy.

     5.   TERMINATION.

     5.1  Termination Upon Death or Disability.  In the  event of the  Advisor's
death or total  disability  (defined as the  Advisor's  inability to perform his
duties under this Agreement for three (3) consecutive  fiscal  quarters)  during
the  Term,  this  Agreement  shall  terminate  on the  date  of  such  death  or
disability; provided that, such termination shall not relieve the Company of its


obligations  to make the  payments  as  described  in  Section 4 hereof  accrued
through the date of such termination.

     5.2  Termination for Cause;  Voluntary Termination  Prior to Term-End.  The
Company may terminate this Agreement for "Cause" at any time and without notice.
The  Company  shall have  "Cause" to  terminate  this  Agreement  if (a) Advisor
breaches any provision of this Agreement or (b) Advisor engages in conduct which
is  injurious  to the  Company as  determined  by the Board.  If the  Advisor is
terminated by the Company for Cause or if the Advisor voluntarily terminates his
services prior to the end of the Term (other than due to the Advisor's  death or
disability)  then the  Advisor  shall be paid only the  Consulting  Fee  accrued
through the date of such  termination  and the Advisor will forfeit all right to
receive any other payments from the Company unless  previously earned but unpaid
and any other compensation to which he would otherwise be entitled.

     5.3  Termination  by the  Company  other than for Cause.  If the Advisor is
terminated  by the  Company  other than for Cause  prior to the end of the Term,
then the  Advisor  shall be  entitled  to  payment  of the  total  amount of the
Consulting  Fee which would have been paid hereunder if his services were not so
terminated by the Company (less any amount of the Consulting Fee already paid).


     6.1  Confidentiality of Trade Secrets or Proprietary  Information.  Advisor
acknowledges  that, during Advisor's  service with the Company,  Advisor has had
access to proprietary  information,  trade secrets, and confidential material of
the Company and its  affiliates,  successors  and  assigns,  including,  without
limitation,  information  concerning  the  Company's  operations,  policies  and
procedures,  present and future business plans, financial  information,  budgets
and  projections,  methods  of  doing  business,  and  marketing,  research  and
development  activities and  strategies  ("Confidential  Information").  Advisor
agrees,  without limitation in time or until the Confidential  Information shall
become public other than by Advisor's unauthorized  disclosure,  to maintain the
confidentiality  of the  Confidential  Information  and refrain from  divulging,
disclosing,  or otherwise using the Confidential Information to the detriment of
the Company or its affiliates,  successors or assigns,  or for any other purpose
or no purpose.

     6.2  Enforceability of Provisions/Remedies.  Advisor agrees that any breach
of the  covenants  contained  in this  Section 6 would  irreparably  injure  the
Company.  Accordingly,  the Company  may,  in  addition  to  pursuing  any other
remedies they may have in law or in equity, obtain an injunction against Advisor


from any court  having  jurisdiction  over the matter,  restraining  any further
violation of this Section 6 by Advisor.

     7.   INDEMNIFICATION.  The Company agrees to indemnify, protect, defend and
hold the Advisor and his estate, heirs, and personal  representatives,  harmless
from and against any actual or threatened  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
and  all  losses,  liabilities,   damages  and  expenses,  including  reasonable
attorney's fees incurred by counsel reasonably designated or approved by him, in
connection  with this  Agreement or his services  hereunder,  provided  that any
consulting  services  giving  rise  to  such  indemnification  shall  have  been
performed by the Advisor in good faith and, to the best of his or her knowledge,
in a lawful manner.


     8.1  Independent  Contractor  Status.   Advisor  hereby  acknowledges  that
Advisor's  services to the Company  during the Term of this Agreement will be as
an  independent  contractor  and  not as an  employee  and  even if  Advisor  is
subsequently determined to have been an employee during such Term, he waives any
rights he might  have to  benefits  of any type  whatsoever,  from and after the
Effective Date, except as specifically provided for herein.

     8.2  Notices.  Any notice required or permitted to be given hereunder shall
be in  writing  and shall be  effective  three  (3)  business  days  after it is
properly  sent by registered  or certified  mail to the  following  addresses or
twenty-four (24) hours if sent via facsimile:

     If to the Company:         Albertson's, Inc.
                                250 Parkcenter Blvd.
                                Boise, ID 83706
                                Attn:  Corporate Secretary

     If to  Advisor,  the  address  set  forth  on the  signature  page  to this
Agreement.  Either party to this  Agreement may use such other address as either
party may from time to time designate by notice.

     8.3  Entire Agreement.   This  Agreement   contains  the  entire  agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto.


     8.4  Waivers and Amendments.  This  Agreement  may be amended,  superseded,
cancelled,  renewed or extended,  and the terms hereof may be waived,  only by a
written  instrument  signed by the parties  or, in the case of a waiver,  by the
party waiving  compliance.  No delay on the part of any party in exercising  any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any right,  power or  privilege,  nor any
single or partial exercise of any such right,  power or privilege,  preclude any
other or further exercise thereof or the exercise of any other such right, power
or  privilege.  Each of the  sections  contained  in  this  Agreement  shall  be
enforceable,  independently  of every other section in this  Agreement,  and the
invalidity  or  enforceability  of any section  shall not  invalidate  or render
nonenforceable  any other section  contained herein. If any section or provision
in a section is found invalid or unenforceable,  it is the intent of the parties
that a court of competent jurisdiction shall reform the section or provisions to
produce its nearest enforceable economic equivalent.

     8.5  Governing  Law.  The  validity,   interpretation,   construction   and
performance of this  agreement  shall in all respects be governed by the laws of
Delaware, without reference to principles of conflict of law.

     8.6  Assignment.  The services to be rendered by the Advisor  hereunder are
personal  in nature  and,  thus,  the  obligations  of the  Advisor  under  this
Agreement may not be assigned to any other party.

     8.7  Counterparts.  This Agreement may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original but all such  counterparts  together shall  constitute one and the same
instrument. Each counterpart may consist of two copies hereof each signed by one
of the parties hereto.

     8.8  Headings.  The headings in this Agreement  are for reference  only and
shall not affect the interpretation of this Agreement.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                       ALBERTSON'S, INC.

                                          Thomas R. Saldin
                                          Executive Vice President and
                                            General Counsel