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Exhibit 10.49
OFFICER INDEMNIFICATION AGREEMENT
THIS
OFFICER INDEMNIFICATION AGREEMENT, dated as of _____________
(this
"Agreement"), is made by and between Albertson's, Inc., a Delaware
corporation
(the "Company"), and the undersigned ("Indemnitee").
RECITALS
A.
It is important to the Company to attract and retain as officers
the
most capable persons reasonably available.
B.
Indemnitee is an officer of the Company.
C.
Both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against officers of
companies in
today's environment.
D.
The Company's Restated Certificate of Incorporation and By-laws
(the
"Constituent Documents") provide that the Company will indemnify
its officers
and the Company's By-laws provide that the Company will advance
expenses in
connection therewith, and Indemnitee's willingness to serve as an
officer of the
Company is based in part on Indemnitee's reliance on such
provisions.
E.
In recognition of Indemnitee's need for substantial protection
against
personal liability in order to enhance Indemnitee's continued
service to the
Company in an effective manner, and Indemnitee's reliance on the
aforesaid
provisions of the Constituent Documents, and to provide Indemnitee
with express
contractual indemnification (regardless of, among other things, any
amendment to
or revocation of such provisions or any change in the composition
of the
Company's Board of Directors (the "Board") or any acquisition or
business
combination transaction relating to the Company), the Company
wishes to provide
in this Agreement for the indemnification of and the advancement of
Expenses (as
defined in Section 1(c)) to Indemnitee as set forth in this
Agreement and, to
the extent insurance is maintained, for the continued coverage of
Indemnitee
under the Company's directors' and officers' liability insurance
policies.
NOW,
THEREFORE, the parties hereby agree as follows:
1.
CERTAIN DEFINITIONS. In addition to terms defined elsewhere herein,
the
following terms have the following meanings when used in this
Agreement with
initial capital letters:
(a) "AFFILIATE" has the meaning given to that term in Rule 405
under
the Securities Act of 1933, provided, however, that for purposes of
this
Agreement the Company and its subsidiaries will not be deemed to
constitute
Affiliates of Indemnitee or the Indemnitee.
(b) "CLAIM" means any threatened, pending or completed action, suit
or
proceeding, or any inquiry or investigation, whether instituted,
made or
conducted by the Company or any other party, including without
limitation any
governmental entity, that Indemnitee determines might lead to the
institution of
any such action, suit or proceeding, whether civil, criminal,
administrative,
arbitrative, investigative or other.
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(c) "EXPENSES" includes attorneys' and experts' fees, expenses
and
charges and all other costs, expenses and obligations paid or
incurred in
connection with investigating, defending, being a witness in or
participating in
(including on appeal), or preparing to defend, be a witness in or
participate
in, any Claim.
(d) "INDEMNIFIABLE LOSSES" means any and all Expenses, damages,
losses, liabilities, judgments, fines, penalties and amounts paid
in settlement
(including without limitation all interest, assessments and other
charges paid
or payable in connection with or in respect of any of the
foregoing)
(collectively, "Losses") relating to, resulting from or arising out
of any act
or failure to act by the Indemnitee, or his or her status as any
person referred
to in clause (i) of this sentence, (i) in his or her capacity as a
director,
officer, employee or agent of the Company, any of its Affiliates or
any other
entity as to which the indemnitee is or was serving at the request
of the
Company as a director, officer, employee, member, manager, trustee
or agent of
another corporation, limited liability company, partnership, joint
venture,
trust or other entity or enterprise, whether or not for profit and
(ii) in
respect of any business, transaction or other activity of any
entity referred to
in clause (i) of this sentence.
2.
BASIC INDEMNIFICATION ARRANGEMENT. The Company will indemnify and
hold
harmless Indemnitee, to the fullest extent permitted by the laws of
the State of
Delaware in effect on the date hereof or as such laws may from time
to time
hereafter be amended to increase the scope of such permitted
indemnification,
against all Indemnifiable Losses relating to, resulting from or
arising out of
any Claim. The failure by Indemnitee to notify the Company of such
Claim will
not relieve the Company from any liability hereunder unless, and
only to the
extent that, the Company did not otherwise learn of the Claim and
such failure
results in forfeiture by the Company of substantial defenses,
rights or
insurance coverage. Except as provided in Section 17, however,
Indemnitee will
not be entitled to indemnification pursuant to this Agreement in
connection with
any Claim initiated by Indemnitee against the Company or any
director or officer
of the Company unless the Company has joined in or consented to the
initiation
of such Claim. If so requested by Indemnitee, the Company will
advance within
two business days of such request any and all Expenses to
Indemnitee which
Indemnitee determines reasonably likely to be payable, provided,
however, that
Indemnitee will return, without interest, any such advance which
remains unspent
at the final conclusion of the Claim to which the advance
related.
3.
INDEMNIFICATION FOR ADDITIONAL EXPENSES. Without limiting the
generality
or effect of the foregoing, the Company will indemnify Indemnitee
against and,
if requested by Indemnitee, will within two business days of such
request
advance to Indemnitee, any and all attorneys' fees and other
Expenses paid or
incurred by Indemnitee in connection with any Claim asserted or
brought by
Indemnitee for (i) indemnification or advance payment of Expenses
by the Company
under this Agreement or any other agreement or under any provision
of the
Company's Constituent Documents now or hereafter in effect relating
to Claims
for Indemnifiable Losses and/or (ii) recovery under any directors'
and officers'
liability insurance policies maintained by the Company, regardless
of whether
Indemnitee ultimately is determined to be entitled to such
indemnification,
advance expense payment or insurance recovery, as the case may
be.
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4.
PARTIAL INDEMNITY, ETC. If Indemnitee is entitled under any
provision of
this Agreement to indemnification by the Company for some or a
portion of any
Indemnifiable Loss but not for all of the total amount thereof, the
Company will
nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is
entitled. Moreover, notwithstanding any other provision of this
Agreement, to
the extent that Indemnitee has been successful on the merits or
otherwise in
defense of any or all Claims relating in whole or in part to an
Indemnifiable
Loss or in defense of any issue or matter therein, including
without limitation
dismissal without prejudice, Indemnitee will be indemnified against
all Expenses
incurred in connection therewith. In connection with any
determination as to
whether Indemnitee is entitled to be indemnified hereunder, there
will be a
presumption that Indemnitee is so entitled, which presumption the
Company may
overcome only by its adducing clear and convincing evidence to the
contrary.
5.
NO OTHER PRESUMPTION. For purposes of this Agreement, the
termination of
any Claim by judgment, order, settlement (whether with or without
court
approval) or conviction, or upon a plea of nolo contendere or its
equivalent,
will not create a presumption that Indemnitee did not meet any
particular
standard of conduct or have any particular belief or that a court
has determined
that indemnification is not permitted by applicable law.
6.
NON-EXCLUSIVITY, ETC. Th
