Safeway 2013 Annual Report Download - page 145

capital and Company revenue growth (the “ Company Performance Measures”) and the relative total shareholder return (“ TSR,” and together
with the Company Performance Measures, the “ Performance Goals”) during the period beginning on December 29, 2013 and ending on
December 31, 2016 (the “Performance Period”), in each case, as determined by the Administrator. On the Determination Date, the
Administrator in its sole discretion shall determine whether and to what extent the Performance Goals have been attained. The payment of Shares
with respect to Participant’s Performance Shares is contingent on the attainment of the Performance Goals. Accordingly, Participant will not become
entitled to payment with respect to the Performance Shares subject to this Agreement unless and until the Administrator determines that the
Performance Goals have been attained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement,
Participant shall be entitled to payment of that portion of the Performance Shares as corresponds to the Performance Goals attained (as determined
by the Administrator in its sole discretion). Furthermore, pursuant to Section 2.5 (except as otherwise provided therein), in order to be entitled to
payment with respect to any Performance Shares, Participant must be employed by the Company or an Affiliate on the Payment Date.
(b) As soon as administratively practicable following the Payment Date, but in no event later than sixty (60) days after the
Determination Date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A
of the Code), the Company shall deliver to Participant (or any transferee permitted under Section 3.2 hereof) a number of Shares (either by
delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole
discretion) equal to the number of Performance Shares subject to this award that are payable pursuant to the achievement of the Performance Goals
set forth on Exhibit B. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 2.7(a), (b) or (c) hereof, then the
Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines that Shares can
again be issued in accordance with Sections 2.7(a), (b) and (c) hereof.
2.3 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 Participant has remained in the service of the Company continuously until at least immediately prior to the Change in Control,
the Performance Shares shall be earned as follows:
(a) If the Administrator reasonably determines in good faith, prior to the occurrence of the Change in Control, that the
Performance Shares will not be honored or assumed, or new rights that substantially preserve the terms of the Performance Shares substituted
therefor, by Participant’s employer (or the parent of such employer) immediately following the Change in Control, the Performance Shares shall
become fully vested and nonforfeitable immediately prior to the Change in Control and the number of Shares earned and issued pursuant to the
Performance Shares shall equal the greater of (a) the target number of Performance Shares set forth in the Grant Notice, and (b) the number of
Performance Shares that would have been earned based on actual achievement of the Company’s Performance Goals through the most recently
completed fiscal year prior to such Change in Control (calculated as if the most recently completed fiscal year prior to such Change in Control had
been the end of the Performance Period).
(b) If the Administrator determines that the Performance Shares have been assumed and, before the Payment Date, Participant
experiences a Termination of Services, other than for Cause, or Participant experiences a Termination of Services with Good Reason, within the
one year period immediately following the Change in Control, the Performance Shares shall become fully vested and nonforfeitable upon such
Termination of Services and the number of Shares earned and issued pursuant to the Performance Shares shall equal the greater of (a) the target
number of Performance Shares set forth
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