Safeway 2013 Annual Report Download - page 146

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).
(c) Any Performance Shares which are earned pursuant to this Section 2.3 shall be settled within 60 days of the Change in
Control or Termination of Services, as applicable, in accordance with Section 2.2.
2.4 Consideration to the Company; No Employment Rights . In consideration of the grant of the award of Performance Shares by the
Company, Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall
confer upon Participant 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 Participant 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 Participant.
2.5 Forfeiture, Termination and Cancellation upon Termination of Services. Notwithstanding any contrary provision of this Agreement,
upon Participant’s Termination of Services for any or no reason, all rights with respect to any unpaid Performance Shares awarded pursuant to this
Agreement shall immediately terminate, and Participant, or Participant’s beneficiary or personal representative, as the case may be, will be entitled to
no payments or benefits with respect thereto, unless the Administrator, as permitted pursuant to the terms of the Plan, determines in its sole discretion
otherwise (in which case any payment to be made pursuant to this Award Agreement will be made on the Payment Date and, for the avoidance of
doubt, within the period required by Section 409A of the Code, such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4)
of the Department of Treasury regulations); , that in the event of Participant’s Termination of Services during the Performance
Period by reason of death, disability or Retirement, Participant shall be entitled to receive, on the Payment Date, a portion of the unpaid Performance
Shares awarded pursuant to this Agreement that would have been paid had Participant remained employed to the end of the Performance Period,
prorated according to the number of full months that Participant was employed during the Performance Period.
2.6 Withholding.
(a) Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by Participant
of any sums required by federal, state or local tax law to be withheld with respect to the grant of the Performance Shares or the issuance of the
Shares, or any other taxable event related thereto. The Company may permit Participant to make such payment in one or more of the forms specified
below:
(i) by cash or check made payable to the Company;
(ii) by the deduction of such amount from other compensation payable to Participant;
(iii) by tendering Shares (including, without limitation, Shares otherwise payable pursuant to the Performance Shares)
which have a then-current Fair Market Value on the date of
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