Safeway 2013 Annual Report Download - page 124

of employment to a location more than fifty (50) miles away from Holder’s principal place of employment immediately prior to the Change in Control;
or (d) the Company’s material breach of this Agreement. However, none of the foregoing events or conditions will constitute Good Reason unless:
(x) Holder provides the Company with written objection to the event or condition within ninety (90) days following the occurrence thereof; (y) the
Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written objection; and (z) Holder resigns
his or her employment within thirty (30) days following the expiration of that cure period.
ARTICLE IV
OTHER PROVISIONS
4.1 Administration. The Administrator shall have the power to (a) interpret the Plan and this Agreement, (b) adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules and (c) amend this
Agreement, subject to Section 4.8. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be
binding, conclusive and final upon Holder, the Company and all other interested persons. No member of the Administrator shall be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Shares. In its discretion, the Board
may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan, except with respect to matters which
under Rule 16b‑3 or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the discretion of the
Administrator.
4.2 Restrictions on Transfer. Unless otherwise permitted by the Administrator pursuant to the Plan, no RSUs or any interest or right therein
or part thereof, shall be liable for the debts, contracts or engagements of Holder or Holder’s successors in interest or shall be subject to sale or other
disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such sale or other disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including
bankruptcy), and any attempted sale or other disposition thereof shall be null and void and of no effect.
4.3 Adjustments. The Administrator may adjust the RSUs and the Shares subject to the RSUs in accordance with the provisions of
Section 11.3 of the Plan.
4.4 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the
Secretary of the Company, and any notice to be given to Holder shall be addressed to Holder at the address for Holder appearing on the Grant Notice
or at the last known address for Holder contained in the Company’s records. By a notice given pursuant to this Section 4.4, either party may hereafter
designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or enclosed in a properly
sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.
4.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this
Agreement.
4.6 Governing Law; Severability. This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware,
without regard to the conflicts of laws principles thereof.
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