Safeway 2013 Annual Report Download - page 121

2.2 Distribution or Payment of RSUs. Each RSU that vests on an applicable vesting date pursuant to Article III hereof shall represent the
right to receive payment of one Share.
(a) Holder’s RSUs shall be distributed in Shares (either in book-entry form or otherwise) as soon as administratively practicable
following the vesting of the applicable RSU pursuant to Article III hereof, and, in any event, within thirty (30) days following such vesting, except
as set forth in Section 2.2(c) below.
(b) All distributions made in Shares shall be made by the Company in the form of whole Shares, and any fractional share shall be
distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value as of the date immediately
preceding the date of such distribution.
(c) In the event of Holder’s attainment of Retirement Eligibility or Termination of Employment or Termination of Directorship,
as applicable, by reason of Holder’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code), shares of Stock
underlying RSUs that are accelerated pursuant to Section 3.4 or Section 3.3, as applicable, and are issued under this Agreement on or following
such date of acceleration shall be paid to the Participant in such amounts and at such times as the vesting schedule that applied to such RSUs
immediately prior to such date of acceleration, with each issuance to occur no later than thirty (30) days following each vesting date; provided, that,
in the event of the circumstances specifically contemplated by Section 3.5(a) or (b), all such shares shall be issued within thirty (30) days of such
event. For purposes of this Section 2.2(c) and Section 3.4, “ Retirement Eligibility” shall mean such date as when Holder has (i) attained at least
58 years of age, and (ii) completed at least seven consecutive years of service with the Company.
(d) Notwithstanding anything herein to the contrary, no distribution hereunder shall be made to Holder during the six (6)-month
period following Holder’s “separation from service” within the meaning of Code Section 409A to the extent that the Company determines that paying
such amounts at the time set forth in this Section 2.2 would be a prohibited distribution under Code Section 409A(a)(2)(B)(i). If the payment of any
such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such
earlier date upon which such amount can be paid under Code Section 409A without resulting in a prohibited distribution, including as a result of
Holder’s death), the Company shall pay Holder the cumulative amounts that would have otherwise been payable to Holder during such period.
(e) The time of distribution of the RSUs under this Agreement may not be changed except as may be permitted by the
Administrator in accordance with the Plan and Code Section 409A and the applicable Treasury Regulations promulgated thereunder.
2.3 Conditions to Issuance of Shares. The Shares, or any portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be
required to issue or deliver any Shares prior to fulfillment of all of the following conditions:
(a) The admission of such Shares to listing on all stock exchanges on which the Stock is then listed;
(b) The completion of any registration or other qualification of such Shares under any federal, state or foreign law or under
regulations or rules promulgated by the Securities and Exchange
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