Safeway 2013 Annual Report Download - page 147

delivery not greater than the amount necessary to satisfy the Company’s withholding obligation based on the minimum statutory withholding rates for
federal, state and local income tax and payroll tax purposes;
(iv) by surrendering other property acceptable to the Administrator (including, without limitation, through the delivery of
a notice that Participant has placed a market sell order with a broker with respect to Shares payable pursuant to the Performance Shares, and that the
broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations;
 that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than
the settlement of such sale); or
(v) in any combination of the foregoing.
(b) In the event Participant fails to provide timely payment of all sums required by the Company pursuant to Section 2.6(a), the
Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to provide all or any portion of such
required payment by means of tendering Shares in accordance with Section 2.6(a)(iii).
(c) The Company shall not be obligated to deliver any new certificate representing Shares to Participant or Participant’s legal
representative or enter such Shares in book entry form unless and until Participant or Participant’s legal representative shall have paid or otherwise
satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from the grant of the
Performance Shares or the issuance of Shares pursuant to the Performance Shares.
2.7 Conditions to Delivery of Shares. Subject to Section 2.6, the Shares deliverable hereunder, or any portion thereof, may be either
previously authorized but unissued Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and
nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all
of the following conditions:
(a) The admission of such Shares to listing on all stock exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other qualification of such Shares under any federal, state or foreign law or under
regulations or rules promulgated by the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator
shall, in its discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any federal, state or foreign governmental agency which the
Administrator shall, in its discretion, determine to be necessary or advisable; and
(d) The receipt by the Company of full payment for all amounts which, under federal, state, local or foreign tax law, the
Company (or other employer corporation) is required to withhold upon issuance of such Shares.
2.8 Rights as Stockholder. The holder of the Performance Shares shall not be, nor have any of the rights or privileges of, a stockholder
of the Company, including, without limitation, voting rights and rights to dividends, in respect of the Performance Shares and any Shares
underlying the Performance Shares and deliverable hereunder unless and until such Shares shall have been issued by the Company and
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