Safeway 2013 Annual Report Download - page 125

Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.
4.7 Conformity to Securities Laws. Holder acknowledges that the Plan is intended to conform to the extent necessary with all applicable
federal, state and foreign securities laws (including the Securities Act and the Exchange Act) and any and all regulations and rules promulgated
thereunder by the Securities and Exchange Commission or any other governmental regulatory body. Notwithstanding anything herein to the contrary,
the Plan shall be administered, and the Shares are to be issued, only in such a manner as to conform to such laws, rules and regulations. To the extent
permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and
regulations.
4.8 Amendments. This Agreement may not be modified, amended or terminated, except by an instrument in writing, signed by a duly
authorized representative of the Company and, to the extent any such modification, amendment or termination may adversely affect Holder’s rights
under this Agreement, by Holder, except as otherwise provided under the terms of the Plan.
4.9 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this
Agreement shall be binding upon Holder and Holder’s heirs, executors, administrators, successors and assigns.
4.10 No Employment Rights. Nothing in the Plan or this Agreement shall confer upon Holder any right to continue in the employ or service
of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby
expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, with or without cause, except to the extent
expressly provided otherwise in a written agreement between the Company or a Subsidiary and Holder.
4.11 Taxes. Holder has reviewed with Holder’s own tax advisors the federal, state, local and foreign tax consequences of this investment
and the transactions contemplated by the Grant Notice and this Agreement. Holder is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. Holder understands that Holder (and not the Company) shall be responsible for Holder’s own tax
liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
4.12 Tax Withholding. The Company shall have the authority and the right to deduct, withhold or require Holder to remit to the Company
an amount sufficient to satisfy federal, state, local and foreign taxes (including without limitation any income and employment tax obligations)
required by law to be withheld with respect to any taxable event arising in connection with the RSUs and/or the Dividend Equivalent rights. To the
extent that such obligations arise at the time that the RSUs are paid to Holder in shares of Stock, the Administrator may, in its sole discretion and in
satisfaction of the foregoing requirement, require Holder to deliver shares of Stock otherwise issuable under this Agreement (or allow the return of
shares of Stock) having a Fair Market Value equal to the sums required to be withheld, provided, that the number of shares of Stock which may be so
withheld (or returned) with respect to a taxable event arising in connection with the RSUs and/or the Dividend Equivalent rights shall be limited to the
number of shares which have a Fair Market Value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum
statutory withholding rates for federal, state and local income tax and payroll tax purposes that are applicable to such supplemental taxable income.
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