Albertsons Companies, Inc.
250 Parkcenter Blvd.
Boise, ID 83706
Re: Albertsons Companies, Inc.Lock-Up Agreement
Ladies and Gentlemen:
In connection with the proposed initial public offering (the IPO) of shares of Common Stock (the Shares) of Albertsons Companies, Inc., a Delaware corporation (the Company), the undersigned hereby agrees that, during the Lock-Up Period specified below, the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Shares, or any options or warrants to purchase any Shares, or any securities convertible into, exchangeable for or that represent the right to receive Shares, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (the SEC) acquired on or prior to the consummation of the IPO (the IPO Date) (or acquired from the Company in exchange for or with respect to such securities) (collectively, the Undersigneds Shares). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigneds Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option or forward sale or similar contract) with respect to any of the Undersigneds Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.
The first lock-up period (the First Lock-Up Period) will commence on the date of this Lock-Up Agreement and continue until six months after the IPO Date.
The second lock-up period (the Second Lock-Up Period) will commence upon the expiration of the First Lock-Up Period and continue until 12 months after the IPO Date.
The third lock-up period (the Third Lock-Up Period) will commence upon the expiration of the Second Lock-Up Period and continue until 18 months after the IPO Date.
The fourth lock-up period (the Fourth Lock-Up Period and, together with the First Lock-Up Period, the Second Lock-Up Period and the Third Lock-Up Period, the Lock-Up Period) will commence upon the expiration of the Third Lock-Up Period and continue until 24 months after the IPO Date.
Notwithstanding the foregoing, the undersigned may transfer the Undersigneds Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any