Safeway 2013 Annual Report Download - page 122

Commission or any other governmental regulatory body, which the Administrator shall, in its discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any federal, state or foreign governmental agency which the
Administrator shall, in its discretion, determine to be necessary or advisable;
(d) The receipt by the Company of full payment for all amounts which, under federal, state, local or foreign tax law, the
Company (or other employer corporation) is required to withhold upon issuance of such Shares; and
(e) The lapse of such reasonable period of time following the satisfaction of all other conditions to issuance as the Administrator
may from time to time establish for reasons of administrative convenience.
In the event that the Company delays a distribution or payment in settlement of RSUs because it determines that the issuance of shares of Stock in
settlement of such RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at
which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury
Regulation Section 1.409A-2(b)(7)(ii). No payment shall be delayed under this Section 2.3 if such delay will result in a violation of Code
Section 409A.
2.4 Rights as Stockholder. Holder shall not have any of the rights and privileges of a stockholder of the Company with respect to any
Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and
recorded on the records of the Company or its transfer agents or registrars, and delivered to Holder (including through electronic delivery to a
brokerage account). Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights of a
stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such
Shares.
ARTICLE III
VESTING OF RSUS
3.1 Vesting of RSUs . The RSUs shall vest in such amounts and at such times as are set forth in the Grant Notice except as otherwise
provided in this Article III.
3.2 Termination. Subject to Sections 3.3, 3.4 and 3.5 hereof, upon Holder’s Termination of Employment or Termination of Directorship,
as applicable, Holder shall immediately forfeit any and all RSUs and Dividend Equivalents granted under this Agreement which have not vested or do
not vest on or prior to the date on which such termination occurs, and Holder’s rights in any such RSUs and Dividend Equivalents which are not so
vested shall lapse and expire.
3.3 Acceleration upon Death and Permanent and Total Disability. Notwithstanding Section 3.2, in the event of Holder’s Termination of
Employment or Termination of Directorship, as applicable, by reason of Holder’s death or “permanent and total disability” (within the meaning of
Section 22(e)(3) of the Code), the Restricted Stock Unit Award will become fully vested with respect to all the Shares covered thereby upon the date
of such termination; provided, that in the event of Holder’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) the
vested RSUs are subject to delayed payment dates consistent
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