Safeway 2013 Annual Report Download - page 143

EXHIBIT A
TO PERFORMANCE SHARE AWARD GRANT NOTICE
SAFEWAY INC. PERFORMANCE SHARE AWARD AGREEMENT
Pursuant to the Performance Share Award Grant Notice (the “ Grant Notice”) to which this Performance Share Award Agreement (this
“Agreement”) is attached, Safeway Inc., a Delaware corporation (the “ Company”), has granted to Participant an award of performance shares (
“Performance Shares”), specified in the Grant Notice, upon the terms and conditions set forth in the Safeway Inc. 2011 Equity and Incentive
Award Plan, as such plan may be amended from time to time (the “ Plan”), the Grant Notice and this Agreement.
ARTICLE I
GENERAL
1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the
context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant
Notice.
(a) “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 Participant 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 Participant’s supervisor, the Company’s
Chief Executive Officer or the Board; (d) failure by Participant 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 Participant 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.
(b) “Determination Date” shall mean the date, as determined by the Administrator, on which the Administrator determines
whether and to what extent the Performance Goals have been attained; , that the Determination Date with respect to the
applicable Performance Period shall be no later than March 15 of the calendar year following the end of such Performance Period.
(c) “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 Participant and, if no such written employment agreement shall be in force or effect, shall mean the
occurrence of any of the following, without Participant’s prior consent: (a) a material, adverse change in Participant’s responsibilities, authority or
duties (including as a result of the assignment of duties materially inconsistent with Participant’s position); (b) a material reduction in Participant’s
base salary; (c) a material transfer of Participant’s principal place of employment to a location more than fifty (50) miles away from Participant’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
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