LOGO

FORM OF

WINN-DIXIE STORES, INC.

FISCAL 2012 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

FISCAL YEAR 2012AWARD

THIS AGREEMENT is made by and between WINN-DIXIE STORES, INC., a Florida corporation (the “Company”), and [Name](“Optionee”), effective, as of [Date] (the “Effective Date”).

RECITALS

A. The Company has adopted and approved the Winn-Dixie Stores, Inc. Fiscal 2012 Equity Incentive Plan (the “Plan”), a copy of which is available upon request to the Compensation Department; and

B. The Committee appointed to administer the Plan has determined that Optionee is eligible to participate in the Plan and that it would be to the advantage and best interest of the Company and its stockholders to grant the Option provided for herein to Optionee; and

C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

D. Optionee has accepted the grant of the Option and agreed to the terms and conditions hereinafter stated.

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

ARTICLE I

GRANT OF OPTION

Section 1.1—Grant of Option.

Subject to the provisions of this Agreement and the provisions of the Plan, on the Effective Date the Company granted to Optionee the right and option to purchase all or any part of [enter # Shares] shares of the Company’s common stock, par value $0.001 per share (“Stock”). The Option granted pursuant to this Agreement is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Section 1.2—Exercise Price.

The exercise price of the Option for each share of Stock subject to the Option shall be equal to [enter grant price] per share of Stock subject to the Option.

WINN-DIXIE STORES, INC.

FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

FISCAL YEAR 2012 AWARD

PAGE 2

ARTICLE II

VESTING AND EXERCISABILITY

Section 2.1—Vesting and Exercisability.

Except as otherwise provided herein or in the Plan, the Option shall become one hundred percent (100%) vested on November[ ], 2014, if Optionee has continuously provided services to the Company, a Subsidiary or Affiliate or has been continuously employed by the Company, a Subsidiary or Affiliate until such date. Prior to becoming one hundred percent (100%) vested, the Option shall become exercisable in three (3) installments as follows and shall remain exercisable until the seventh anniversary of the date of grant (the “Option Term”), subject to the forfeiture provisions set forth in Section 2.6(a):


%	# of Shares	Date First Available For Exercise
33^1/3rd %	[# V1 Shares]	[V1 Date]
33^1/3rd %	[# V2 Shares]	[V2 Date]
33^1/3rd %	[# V3 Shares]	[V3 Date]

Section 2.2—Accelerated Vesting and Exercisability – Change in Control.

If during the Option Term a Change in Control occurs, the Option shall become one hundred percent (100%) vested and exercisable (regardless of the extent to which such Option was then vested) as of the date of such Change in Control, notwithstanding any other provisions of the Plan or this Agreement.

Section 2.3—Accelerated Vesting and Exercisability – Retirement.

If Optionee’s employment or service terminates as a result of retirement during the Option Term either after reaching either

(a) 65 years of age or

(b) after reaching 55 years of age but before reaching 64 years of age and with at least ten (10) consecutive years of experience with the Company

the portion of the Option that is exercisable as of the date of such retirement shall remain exercisable for twelve (12) months after Optionee’s date of retirement notwithstanding any other provisions of the Plan or this Agreement. All additional portions of the Option which are not exercisable as of the date of such retirement shall terminate upon the date of such retirement.

WINN-DIXIE STORES, INC.

FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

FISCAL YEAR 2012 AWARD

PAGE 3

Section 2.4—Accelerated Vesting and Exercisability – Permanent Total Disability.

If Optionee’s employment or service terminates as a result of permanent total disability during the Option Term, the portion of the Option that is exercisable as of the date of such permanent total disability shall remain exercisable for the remaining term of the Option grant notwithstanding any other provisions of the Plan or this Agreement so long as Optionee executes non-disclosure and non-compete restrictive covenants drafted by the Company within a reasonable period following tender of same to Grantee. All additional portions of the Option which are not exercisable as of the date of such retirement shall vest in accordance with the dates specified in section 2.1 above so long as Optionee executes non-disclosure and non-compete restrictive covenants drafted by the Company within a reasonable period following tender of same to Grantee.

Section 2.5—Accelerated Vesting and Exercisability – Death.

If Optionee’s employment or service terminates as a result of death during the Option Term, the portion of the Option that is exercisable as of the date of death shall remain exercisable for twenty-four (24) months after Optionee’s date of death notwithstanding any other provisions of the Plan or this Agreement. All additional portions of the Option which are not exercisable as of the Optionee’s death shall accelerate as of the Optionee’s date of death and remain exercisable for twenty-four (24) months after Optionee’s date of death notwithstanding any other provisions of the Plan or this Agreement.

Section 2.6—Expiration of Option.

(a) Except as set forth herein in sections 2.2 through 2.5 above or in subsections (b) or (c) below, an Option may not be exercised unless the Optionee is then in the employ of, maintains an independent contractor relationship with, or is a director of, the Company or a Subsidiary or Affiliate (or a company or a parent or subsidiary company of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Optionee has remained continuously so employed, or continuously maintained such relationship, since the date of grant of the Option.

(b) If the Optionee’s employment or service is terminated for Cause, the Option (whether or not then vested) shall terminate on the date of the Optionee’s termination of employment or service.

(c) If the Optionee’s employment or service with the Company and its Subsidiaries or Affiliates terminates other than as described in Sections 2.2 through 2.5 or in subsections (b) above, the portions of the Option that are exercisable as of the date of such termination of employment or service shall remain exercisable until the earlier of (i) 90 days following the date of such termination of employment or service and (ii) expiration of the Option Term and shall thereafter terminate. All additional portions of the Option which are not exercisable as of the date of such termination of employment or service, shall terminate upon the date of such termination of employment or service.

WINN-DIXIE STORES, INC.

FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

FISCAL YEAR 2012 AWARD

PAGE 4

ARTICLE III

EXERCISE OF OPTION

Section 3.1—Manner of Exercise.

(a) The Option, to the extent then vested and exercisable, shall be exercisable by delivery to the Company of a written notice stating the number of shares as to which the Option is exercised pursuant to this Agreement and a designation of the method of payment of the exercise price with respect to Stock to be purchased. An Option may not be exercised for less than 100 shares of Stock (or the number of remaining shares of Stock subject to the Option if less than 100).

(b) The exercise price of the Option, or portion thereof, with respect to Stock to be purchased, shall be paid in full at the time of exercise; payment may be made in cash or other instrument or in any other manner acceptable to the Committee. In addition, any amount necessary to satisfy applicable federal, state or local tax requirements shall be paid promptly upon notification of the amount due. The Committee may permit, in its sole discretion, such amount to be paid in Stock previously owned by the Optionee, or a portion of Stock that otherwise would be distributed to such Optionee upon exercise of the Option, or a combination of cash and such Stock.

ARTICLE IV

MISCELLANEOUS

Section 4.1—Transferability of Option.

The Option is nontransferable except by will or the laws of descent and distribution and shall be exercisable during the lifetime of a Optionee only by such Optionee or his guardian or legal representative; provided, however, that the Committee may permit transfers upon the death of the Participant to designated beneficiaries, and the Committee may permit transfers for estate-planning purposes but not a transfer to a third party for value.

Section 4.2—Taxes and Withholdings.

Not later than the date of exercise of the Option granted hereunder, Optionee shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Option. The Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to Optionee federal, state, and local taxes of any kind required by law to be withheld upon the exercise of such Option.

WINN-DIXIE STORES, INC.

FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

FISCAL YEAR 2012 AWARD

PAGE 5

Section 4.3—Restrictive Covenants.

If the Optionee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, all portions of the Option which are not then exercisable shall be cancelled and shall terminate.

Section 4.4—Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Optionee and the Optionee’s legal representative in respect of any questions arising under the Plan or this Agreement.

Section 4.5—Notices.

Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at 5050 Edgewood Court, Jacksonville, Florida 32254-3699, Attention: Corporate Secretary, and Attention: Director of Compensation and to Optionee at the address set forth below or at such other address as either party may hereafter designate in writing to the other by like notice.

Section 4.6—Effect of Agreement.

Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

Section 4.7—Conflicts and Interpretations.

In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern.

Section 4.8—Amendment.

This Agreement may not be amended in any manner except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of such party of a provision of this Agreement.

WINN-DIXIE STORES, INC.

FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

FISCAL YEAR 2012 AWARD

PAGE 6

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Optionee has hereunto set Optionee’s hand.


WINN-DIXIE STORES, INC.

BY:
		Peter Lynch
		President and Chief Executive Officer

		Dated: [Month] , 20

[Name]

[Title]

[Address1]

[Address2]

[City], [St] [Zip Code]

Dated:

LOGO

FORM OF

WINN-DIXIE STORES, INC.

FISCAL 2012 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

FISCAL YEAR 2012 TIME-BASED AWARDS

THIS AGREEMENT is made by and between WINN-DIXIE STORES, INC., a Florida corporation (the “Company”), and [enter name] (“Grantee”), effective as of [Grant Date] (the “Effective Date”).

RECITALS

A. The Company has adopted and approved the Winn-Dixie Stores, Inc. Fiscal 2012 Equity Incentive Plan (the “Plan”), a copy of which is available upon request to the Compensation Department; and

B. The Committee appointed to administer the Plan has determined that Grantee is eligible to participate in the Plan and that it would be to the advantage and best interest of the Company and its stockholders to grant the award of Restricted Stock Units (as defined below) provided for herein to Grantee; and

C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

D. Grantee has accepted the grant of the Restricted Stock Units and agreed to the terms and conditions hereinafter stated.

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

ARTICLE I

GRANT OF RESTRICTED STOCK UNITS

Section 1.1—Grant of Restricted Stock Units.

Subject to the provisions of this Agreement and the provisions of the Plan, on the Effective Date the Company granted to Grantee units evidencing a right to receive [# Shares] shares of the Company’s common stock, par value $0.001 per share (“Stock”) (the “Restricted Stock Units” or “Restricted Stock Unit Award”).

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 TIME BASED AWARD

PAGE 2

ARTICLE II

RESTRICTIONS AND VESTING PERIOD

Section 2.1—Restrictions.

The Restricted Stock Units granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, other than by will or the laws of descent and distribution.

Section 2.2—Vesting Period.

Subject to the forfeiture provisions set forth in Section 4.1, the Restricted Stock Units shall become vested and shares of Stock shall become deliverable in three (3) installments pursuant to the schedule below (the “Vesting Period”):


%	# of Shares	Date Restrictions Lapse
33^1/3rd %	[# V1 Shares]	[V1 Vest Date]
33^1/3rd %	[# V2 Shares]	[V2 Vest Date]
33^1/3rd %	[# V3 Shares]	[V3 Vest Date]

Section 2.3—Accelerated Vesting – Change in Control.

If during the Vesting Period a Change in Control occurs, all Restricted Stock Units shall become one hundred percent (100%) vested and paid out as of the date of such Change in Control or promptly thereafter, in each case, in accordance with the terms of the Plan.

Section 2.4—Accelerated Vesting – Retirement.

(a) If during the Vesting Period Grantee’s employment or service terminates as a result of retirement after reaching 65 years of age, all unvested Restricted Stock Units that otherwise would have vested during the calendar year of the Grantee’s retirement shall become one hundred percent (100%) vested and paid out as of their original vesting date or promptly thereafter, in each case, in accordance with the terms of the Plan. All other unvested Restricted Stock Units shall terminate upon the date of such retirement.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 TIME BASED AWARD

PAGE 3

Section 2.5—Accelerated Vesting –Death.

If during the Vesting Period Grantee’s employment or service terminates as a result of death, all unvested Restricted Stock Units shall become one hundred percent (100%) vested and paid out as of the date of death or promptly thereafter in accordance with the terms of the Plan.

Section 2.6—Accelerated Vesting – Permanent Total Disability.

If during the Vesting Period Grantee’s employment or service terminates as a result of permanent total disability, all unvested Restricted Stock Units shall become one hundred percent (100%) vested and paid out as of the date of permanent total disability, or promptly thereafter in accordance with the terms of the Plan, so long as Grantee executes non-disclosure and non-compete restrictive covenants drafted by the Company within a reasonable period following tender of same to Grantee.

ARTICLE III

NO STOCKHOLDER RIGHTS

Section 3.1—No Stockholder Rights.

Grantee shall have no rights of a stockholder of the Company with respect to the Restricted Stock Units, including, but not limited to, the rights to vote and receive ordinary dividends, until the date of issuance of a stock certificate for such shares. In the event of an adjustment to the Restricted Stock Unit Award pursuant to Section 5(e) of the Plan, then in such event, any and all new, substituted or additional securities to which Grantee is entitled by reason of the Restricted Stock Unit Award shall be immediately subject to the Restrictions and Vesting Period set forth in Sections 2.1 through 2.6 above with the same force and effect as the Restricted Stock Unit Award subject to such Restrictions immediately before such event.

ARTICLE IV

CESSATION OF EMPLOYMENT

Section 4.1—Forfeiture.

If, at any time while the Restricted Stock Unit Award is outstanding, the Grantee’s service with the Company or any Subsidiary or Affiliate is terminated for any reason, then any unvested Restricted Stock Units pursuant to the Restricted Stock Unit Award shall be forfeited to the Company and neither the Grantee nor any of Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Unit Award.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 TIME BASED AWARD

PAGE 4

ARTICLE V

CERTIFICATES

Section 5.1—Certificates.

Upon vesting and subject to Section 8(i) of the Plan, the Company will notify the Company’s transfer agent to establish an account for the shares of Stock represented by this Agreement, net of any shares of Stock withheld by the Company to satisfy the payment of mandatory taxes as described in Section 6.1 herein.

ARTICLE VI

TAXES

Section 6.1—Taxes.

The Grantee shall be required to pay to the Company in cash all federal, state and local taxes required to be withheld in respect of settlement of Restricted Stock Units, provided, that Committee may allow the Grantee to satisfy payment of taxes due upon vesting of the Restricted Stock Units by having the Company distribute to the Grantee shares of Stock net of the number of whole shares of Stock the fair market value of which is equal to the minimum amount of federal, state and local taxes required to be withheld under applicable tax laws (“sell to cover”). Unless otherwise determined by the Committee with written notice to the Grantee, the Grantee shall be deemed to have delivered a standing authorization to the Committee to satisfy payment of taxes due upon vesting by sell to cover; provided, however, that the Grantee may pay such taxes in cash for any specific vesting event by providing written notice to the Committee of the Grantee’s intent to pay such taxes by cash payment rather than by sell to cover at least thirty (30) days prior to the vesting date and during an open trading window. Any notice required hereunder shall be provided in accordance with Section 8.2 hereof.

ARTICLE VII

RESTRICTIVE COVENANTS

Section 7.1—Restrictive Covenants.

If the Grantee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, all portions of the Restricted Stock Unit Award which are not then vested shall be cancelled and forfeited.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 TIME BASED AWARD

PAGE 5

ARTICLE VIII

MISCELLANEOUS

Section 8.1—Incorporation of Plan.

This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with it. To the extent that this Agreement is silent with respect to, or in any way inconsistent with, the terms of the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed to be modified accordingly.

Section 8.2—Notices.

Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at 5050 Edgewood Court, Jacksonville, Florida 32254-3699, Attention: Corporate Secretary and Attention: Director of Compensation, and to Grantee at the address set forth below or at such other address as either party may hereafter designate in writing to the other by like notice.

Section 8.3—Successor.

Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

Section 8.4—Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative in respect of any questions arising under the Plan or this Agreement.

Section 8.5—Amendment.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 TIME BASED AWARD

PAGE 6

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Grantee has hereunto set Grantee’s hand.


WINN-DIXIE STORES, INC.

BY:
		Peter Lynch President and Chief Executive Officer

		Dated: [Month] , 20

[Name]

[Title]

[Address1]

[Address2]

[City], [St] [Zip Code]

Dated:

LOGO

FORM OF

WINN-DIXIE STORES, INC.

FISCAL 2012 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

FISCAL YEAR 2012 PERFORMANCE-BASED AWARD

THIS AGREEMENT is made by and between WINN-DIXIE STORES, INC., a Florida corporation (the “Company”), and [Name] (“Grantee”), effective as of [Date] (the “Effective Date”).

RECITALS

A. The Company has adopted and approved the Winn-Dixie Stores, Inc. Fiscal 2012 Equity Incentive Plan (the “Plan”), a copy of which is available upon request to the Compensation Department; and

C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

D. Grantee has accepted the grant of the Restricted Stock Units and agreed to the terms and conditions hereinafter stated.

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

ARTICLE I

GRANT OF RESTRICTED STOCK UNITS

Section 1.1—Grant of Restricted Stock Units.

Subject to the provisions of this Agreement and the provisions of the Plan, on the Effective Date the Company granted to Grantee units evidencing a right to [#Shares] shares of the Company’s common stock, par value $0.001 per share (“Stock”) (the “Restricted Stock Units” or “Restricted Stock Unit Award”).

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 PERFORMANCE-BASED AWARD

PAGE 2

ARTICLE II

RESTRICTIONS AND VESTING PERIOD

Section 2.1—Restrictions.

Section 2.2—Vesting Period and Performance Goals.

(a) Subject to the forfeiture provisions set forth in Section 4.1, the Restricted Stock Units shall become vested and shares of Stock shall become deliverable in three (3) installments pursuant to the schedule below upon achievement of the Performance Goal identified in subsection (b) below (the “Vesting Period”) as determined by and at the discretion of the Committee.


Anniversary of the Effective Date	Percentage Available	# of Restricted Stock Units
1^st	33^1/3rd %	[#V1 Shares]
2^nd	33^1/3rd % (plus any unvested Restricted Stock Units from the 1^st anniversary of the Effective Date)	[#V2 Shares]
3^rd	33^1/3rd % (plus any unvested Restricted Stock Units from the 1^st and/or 2^nd anniversary of the Effective Date)	[#V3 Shares]

In a particular Measuring Period, the Restricted Stock Units to become vested and deliverable shall be equal to the percentage and number of shares reflected above plus any unvested Restricted Stock Units from any prior anniversary of the Effective Date. In no event, however, shall the Restricted Stock Units to become vested and deliverable exceed 100% of the Restricted Stock Unit Award.

(b) The Performance Goal applicable to the Restricted Stock Unit Award (the “Performance Goal”) is for the Company to rank among the top three (3) in an applicable Measuring Period among Comparator Companies in either or both of the following performance metrics: Identical Sales Increase and Percentage of EBITDA Margin Growth. Each individual performance metric shall be weighted equally (i.e., fifty percent (50%)) to comprise the total Performance Goal. Where only one of the performance metrics of the Performance Goal is achieved in a Measuring Period, the Restricted Stock Units to become vested and deliverable shall be reduced by fifty percent (50%).

Identical Sales Increase: Identical Sales Increase is defined as the cumulative percentage increase from the prior Measuring Period in either:

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 PERFORMANCE-BASED AWARD

PAGE 3

Identical Sales, excluding fuel, where reported in a securities filing;

ii.

Where Identical Sales, excluding fuel, are not reported in a securities filing, Comparable Sales, excluding fuel, where reported in a securities filing;

iii.

Where neither Identical Sales, excluding fuel, nor Comparable Sales, excluding fuel, are reported in a securities filing, Identical Sales where reported in a securities filing; or

iv.

Where neither Identical Sales, excluding fuel, Comparable Sales, excluding fuel, nor Identical Sales are reported in a securities filing, Comparable Sales where reported in a securities filing.

For purposes of this Agreement, the measurement used to measure Identical Sales Increase for both the Company and Comparator Companies is reflected below:


Company		Measurement
Winn-Dixie		Identical Sales
The Kroger Company		Identical Sales excluding fuel
Safeway Inc.		Identical Sales excluding fuel
SUPERVALU INC.		Identical Sales excluding fuel
The Great Atlantic & Pacific Tea Company		Comparable Sales
Publix Super Markets, Inc.		Comparable Sales

Percentage of EBITDA Margin Growth: Percentage of EBITDA Margin Growth is defined as the percentage increase from the prior Measuring Period in either Adjusted EBITDA, where reported in a securities filing; or, where no Adjusted EBITDA is reported, EBITDA as calculated from a securities filing divided by externally reported sales, as reported in a securities filing. Any non-cash or non-operating income or expense to be excluded from the calculation of Adjusted EBITDA or EBITDA must be approved by the Committee.

For purposes of this Agreement, the measurement used to measure Percentage of EBITDA Margin Growth for both the Company and Comparator Companies is reflected below:

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 PERFORMANCE-BASED AWARD

PAGE 4


		Company		Measurement
		Winn-Dixie		Adjusted EBITDA divided by Net Sales
		The Great Atlantic & Pacific Tea Company		Adjusted EBITDA divided by Sales
		SUPERVALU INC.		EBITDA divided by Net Sales
		Safeway Inc.		EBITDA divided by Sales and Other Revenue
		The Kroger Company		EBITDA divided by Sales
		Publix Super Markets, Inc.		EBITDA divided by Total Revenue

Comparator Companies: Comparator Companies include the following entities:

The Great Atlantic & Pacific Tea Company (NYSE: GAP),

ii.

The Kroger Company (NYSE: KR),

iii.

Publix Super Markets, Inc. (NYSE: Not Applicable),

iv.

Safeway Inc. (NYSE: SWY), and

SUPERVALU INC. (NYSE: SVU).

Measuring Period:

For purposes of the Company, Measuring Period is defined as the Company’s most recently completed fiscal year.

ii.

For purposes of Comparator Companies, Measuring Period is defined as the most recently completed twelve (12) month period that aligns with the Company’s Measuring Period as reflected below:

Winn-Dixie Fiscal Year-End Dates with Estimated Quarter-End Dates for the Comparator Companies

FY12

FY13

FY14

Winn-Dixie

6/27/2012

6/26/2013

6/25/2014

The Great Atlantic & Pacific Tea Company

6/16/2012

6/15/2013

6/21/2014

The Kroger Company

5/26/2012

5/25/2013

5/24/2014

Publix Super Markets, Inc.

6/30/2012

6/29/2013

6/28/2014

Safeway, Inc.

6/16/2012

6/15/2013

6/21/2014

SUPERVALU, INC.

6/16/2012

6/15/2013

6/21/2014

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 PERFORMANCE-BASED AWARD

PAGE 5

Section 2.3—Accelerated Vesting – Change in Control.

Section 2.4—Accelerated Vesting – Retirement.

(a) If during the Vesting Period Grantee’s employment or service terminates as a result of retirement after reaching 65 years of age, the Performance Goal for unvested Restricted Stock Units shall be measured as of the Effective Date of the Grant through the end of the fiscal year in which the retirement occurs. Assuming the Performance Goal is achieved during the period measured, the Restricted Stock Units, plus any previously unvested Restricted Stock Units from any prior anniversary of the Effective Date, scheduled to vest as of the end of the fiscal year in which Grantee retires shall vest and become deliverable at the same time Restricted Stock Units would vest and become deliverable for all other active Plan participants. All other unvested Restricted Stock Units are forfeited as of the date of Grantee’s retirement.

(b) If during the Vesting Period Grantee’s employment or service terminates as a result of retirement any time between reaching 55 and 64 years of age after Grantee has worked at least both ten (10) consecutive years with the Company and fifty percent (50%) of the fiscal year in which he or she retires, the Performance Goal for unvested Restricted Stock Units shall be measured as of the Effective Date of the Grant through the end of the fiscal year in which the retirement occurs. Assuming the Performance Goal is achieved during the period measured, the Restricted Stock Units, plus any previously unvested Restricted Stock Units from any prior anniversary of the Effective Date, scheduled to vest as of the end of the fiscal year in which Grantee retires shall vest and become deliverable at the same time Restricted Stock Units would vest and become deliverable for all other active Plan participants. All other unvested Restricted Stock Units are forfeited as of the date of Grantee’s retirement.

Section 2.5—Accelerated Vesting – Death.

Section 2.6—Accelerated Vesting – Permanent Total Disability.

If during the Vesting Period Grantee’s employment or service terminates as a result of permanent total disability, all unvested Restricted Stock Units shall become one hundred percent (100%) vested and deliverable as of the date Grantee executes non-disclosure and non-compete restrictive covenants drafted by the Company.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 PERFORMANCE-BASED AWARD

PAGE 6

ARTICLE III

NO STOCKHOLDER RIGHTS

Section 3.1—No Stockholder Rights.

ARTICLE IV

CESSATION OF EMPLOYMENT

Section 4.1—Forfeiture.

(a). Except as set forth herein in sections 2.4 through 2.6 above, if, at any time while the Restricted Stock Unit Award is outstanding, the Grantee’s service with the Company or any Subsidiary or Affiliate is terminated for any reason, then any unvested Restricted Stock Units pursuant to the Restricted Stock Unit Award shall be forfeited to the Company and neither the Grantee nor any of Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Unit Award.

(b) If the identified Performance Goal identified in Section 2.2 is not achieved within three (3) years of the Effective Date, 100% of the Restricted Stock Unit Award will be forfeited.

ARTICLE V

CERTIFICATES

Section 5.1—Certificates.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 PERFORMANCE-BASED AWARD

PAGE 7

ARTICLE VI

TAXES

Section 6.1—Taxes.

ARTICLE VII

RESTRICTIVE COVENANTS

Section 7.1—Restrictive Covenants.

ARTICLE VIII

MISCELLANEOUS

Section 8.1—Incorporation of Plan.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 PERFORMANCE-BASED AWARD

PAGE 8

Section 8.2—Notices.

Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at 5050 Edgewood Court, Jacksonville, Florida 32254-3699, Attention: Corporate Secretary and Attention: Director of Compensation, and to Grantee at the address set forth below or at such other address as either party may hereafter designate in writing to the other by like notice.

Section 8.3—Successor.

Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

Section 8.4—Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative in respect of any questions arising under the Plan or this Agreement.

Section 8.5—Amendment.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Grantee has hereunto set Grantee’s hand.


WINN-DIXIE STORES, INC.

BY:
		Peter Lynch
		President and Chief Executive Officer

		Dated: [Month] , 2011

[Name]

[Address1]

[Address2]

[City], [State] [Zip]

Dated:

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 PERFORMANCE-BASED AWARD

PAGE 9

Exhibit A

Performance Goal

Identical Sales

Increase


	Identical Sales
Company	FY12			Rank
Kroger		4.3	%		1st
Winn-Dixie		1.2	%		2nd
A & P		0.0	%		3rd
Safeway		(0.3	%)
Publix		(1.3	%)
SuperValu		(1.8	%)

Percentage of EBITDA Margin Growth


	Adj. EBITDA Margin
	FY11			FY12			1 Year Growth			% of EBITDA Margin Growth			Rank
Winn-Dixie		1.4	%		2.2	%		0.8	%		60.4	%		1st
A & P		2.8	%		3.3	%		0.5	%		17.9	%		2nd
Kroger		5.2	%		5.3	%		0.1	%		1.4	%		3rd
Publix		8.8	%		8.5	%		(0.3	%)		(3.1	%)
Safeway		7.1	%		6.9	%		(0.2	%)		(3.3	%)
SuperValu		6.1	%		5.2	%		(0.9	%)		(14.0	%)

In this example, since Winn-Dixie achieved both the Identical Sales Increase and Percentage of EBITDA Margin Growth performance metrics, the Performance Goal would be deemed met and the Grantee would be entitled to 33% of the Restricted Stock Unit Award for fiscal year 2012.

LOGO

FORM OF

WINN-DIXIE STORES, INC.

FISCAL 2012 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

FISCAL YEAR 2012 DIRECTOR AWARD

THIS AGREEMENT is made by and between WINN-DIXIE STORES, INC., a Florida corporation (the “Company”), and [Name] (“Grantee”), effective as of November [ ], 2011 (the “Effective Date”).

RECITALS

A. The Company has adopted and approved the Winn-Dixie Stores, Inc. Fiscal 2012 Equity Incentive Plan (the “Plan”), a copy of which is available upon request to the Compensation Department; and

C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

D. Grantee has accepted the grant of the Restricted Stock Units and agreed to the terms and conditions hereinafter stated.

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

ARTICLE I

GRANT OF RESTRICTED STOCK UNITS

Section 1.1—Grant of Restricted Stock Units.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 DIRECTOR AWARD

PAGE 2

ARTICLE II

RESTRICTIONS AND VESTING PERIOD

Section 2.1—Restrictions.

Section 2.2—Vesting Period.

Subject to the forfeiture provisions set forth in Section 4.1, the Restricted Stock Units shall become vested and shares of Stock shall become deliverable pursuant to the schedule below (the “Vesting Period”):


%	# of Shares	Date Restrictions Lapse
100%	[# Shares]	[Vest Date]

Section 2.3—Accelerated Vesting – Change in Control.

Section 2.4—Accelerated Vesting – Retirement.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 DIRECTOR AWARD

PAGE 3

Section 2.5—Accelerated Vesting –Death.

Section 2.6—Accelerated Vesting – Permanent Total Disability.

ARTICLE III

NO STOCKHOLDER RIGHTS

Section 3.1—No Stockholder Rights.

ARTICLE IV

CESSATION OF EMPLOYMENT

Section 4.1—Forfeiture.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 DIRECTOR AWARD

PAGE 4

ARTICLE V

CERTIFICATES

Section 5.1—Certificates.

ARTICLE IV

TAXES

Section 6.1—Taxes.

ARTICLE VII

RESTRICTIVE COVENANTS

Section 7.1—Restrictive Covenants.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 DIRECTOR AWARD

PAGE 5

ARTICLE VIII

MISCELLANEOUS

Section 8.1—Incorporation of Plan.

Section 8.2—Notices.

Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at 5050 Edgewood Court, Jacksonville, Florida 32254-3699, Attention: Corporate Secretary and Attention: Director of Compensation, and to Grantee at the address set forth below or at such other address as either party may hereafter designate in writing to the other by like notice.

Section 8.3—Successor.

Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

Section 8.4—Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative in respect of any questions arising under the Plan or this Agreement.

Section 8.5—Amendment.

WINN-DIXIE STORES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT –

FISCAL YEAR 2012 DIRECTOR AWARD

PAGE 6

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Grantee has hereunto set Grantee’s hand.


WINN-DIXIE STORES, INC.

BY:
		Peter Lynch
		President and Chief Executive Officer

		Dated: [Month] , 20

[Name]

[Address1]

[Address2]

[City], [St] [Zip Code]


Dated:

WINN DIXIE STORES INC 10-Q