Safeway 2013 Annual Report Download - page 123

with the vesting schedule that applied to such RSUs immediately prior to such termination in accordance with the provisions of Section 2.2 of the
Agreement.
3.4 Acceleration upon Retirement Eligibility. The Restricted Stock Unit Award will become fully vested with respect to all the Shares
covered thereby upon the later of the date Holder has attained Retirement Eligibility or the date that is twelve (12) months following the Grant Date,
provided Holder has not had a Termination of Service prior to such date, and provided further, that such vested RSUs are subject to delayed payment
dates consistent with the vesting schedule that applied to such RSUs immediately prior to such termination in accordance with the provisions of
Section 2.2 of the Agreement.
3.5 Acceleration upon Change in Control. Notwithstanding any contrary provision of this Agreement and pursuant to Section 11.3 of the
Plan, if a Change in Control occurs and Holder has remained in the service of the Company continuously until at least immediately prior to the Change
in Control, the Restricted Stock Unit Award shall vest as follows:
(a) If the Administrator reasonably determines in good faith, prior to the occurrence of the Change in Control, that the
Restricted Stock Unit Award will not be honored or assumed, or new rights that substantially preserve the terms of the Restricted Stock Unit Award
substituted therefor, by Holder’s employer (or the parent of such employer) immediately following the Change in Control, the Restricted Stock Unit
Award shall become fully vested with respect to all Shares covered thereby immediately prior to the Change in Control.
(b) If the Administrator determines that the Restricted Stock Unit Award has been assumed and, prior to vesting of the RSUs
remaining subject to the Restricted Stock Unit Award, Holder experiences a Termination of Services, other than for Cause, or Holder experiences a
Termination of Services with Good Reason, within the one year period immediately following the Change in Control, the Restricted Stock Unit
Award shall become fully vested with respect to all Shares covered thereby immediately upon such Termination of Services.
(c) “Cause” shall have the meaning ascribed to such term in any written employment agreement between or among the Company
and/or any of its subsidiaries and Holder and, if no such written employment agreement shall be in force or effect, shall mean (a) conviction of, or
the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company public disgrace or disrepute, or adversely affects
the Company’s operations, financial performance, or relationship with its customers; (b) misappropriation of funds or other property of the
Company or its affiliates; (c) refusal to perform the lawful and reasonable directives of Holder’s supervisor, the Company’s Chief Executive
Officer or the Board; (d) failure by Holder to perform the duties of his or her employment with the Company or any of its subsidiaries which
continues for a period of fourteen (14) days (other than by reason of illness or injury); or (e) material breach of any agreement with or duty owed to
the Company or any of its affiliates. However, none of the foregoing events or conditions will constitute Cause unless the Company provides
Holder with written notice of the event or condition and thirty (30) days to cure such event or condition (if curable) and the event or condition is not
cured within such 30-day period.
(d) “Good Reason” shall have the meaning ascribed to such term in any written employment agreement between or among the
Company and/or any of its subsidiaries and Holder and, if no such written employment agreement shall be in force or effect, shall mean the
occurrence of any of the following, without Holder’s prior consent: (a) a material, adverse change in Holder’s responsibilities, authority or duties
(including as a result of the assignment of duties materially inconsistent with Holder’s position); (b) a material reduction in Holder’s base salary; (c) a
material transfer of Holder’s principal place
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