Safeway 2013 Annual Report Download - page 144

Reason unless: (x) Participant 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) Participant resigns his or her employment within thirty (30) days following the expiration of that cure period.
(d) “Payment Date” shall mean the date the Administrator determines that the Shares payable upon achievement of the
Performance Goals shall be paid, which shall in no event be later than sixty (60) days after the Determination Date.
(e) “Performance Share” shall mean a nonvoting unit of measurement which is deemed for bookkeeping purposes to be
equivalent to one outstanding Share (subject to adjustment as provided in Section 11.3 of the Plan) solely for purposes of the Plan and this
Agreement. The Performance Shares shall be used solely as a device for the determination of the payment to be made to Participant if such
Performance Shares become payable pursuant to Section 2.2 hereof. The Performance Shares shall not be treated as property or as a trust fund of
any kind.
(f) “Retirement” shall mean a Termination of Services other than for Cause, after Participant has (i) attained at least 58 years
of age, and (ii) completed at least seven consecutive years of service with the Company.
(g) “Termination of Services” shall mean Participant’s Termination of Consultancy, Termination of Directorship or
Termination of Employment, as applicable. Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit
constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would
otherwise be payable or distributable hereunder by reason of Participant’s Termination of Services, all references to Participant’s Termination of
Services shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a “ Separation from
Service”), and Participant shall not be considered to have a Termination of Services unless such termination constitutes a Separation from Service
with respect to Participant.
1.2 Incorporation of Terms of Plan. The Performance Shares are subject to the terms and conditions of the Plan which are incorporated
herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.
ARTICLE II
GRANT OF PERFORMANCE SHARES
2.1 Grant of Performance Shares. In consideration of Participant’s agreement to remain in the service or employ of the Company or a
Subsidiary and for other good and valuable consideration, effective as of the “Grant Date” set forth in the Grant Notice (the “ Grant Date”), the
Company grants to Participant an award of Performance Shares as set forth in the Grant Notice, upon the terms and conditions set forth in the Plan
and this Agreement.
2.2 Performance-Based Right to Payment .
(a) The number of Shares that shall be issued pursuant to the Performance Shares shall be determined based on the Company’s
achievement of annual goals related to return on invested
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