Safeway 2013 Annual Report Download - page 148

held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as
provided in Section 11.3 of the Plan.
ARTICLE III
OTHER PROVISIONS
3.1 Administration. The Administrator shall have the power to (a) interpret the Plan and this Agreement, (b) adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules and (c) amend
this Agreement, subject to Section 3.11. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be
binding, conclusive and final upon Participant, the Company and all other interested persons. No member of the Administrator shall be personally
liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Performance Shares. In its
discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan, except with
respect to matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be
determined in the discretion of the Administrator.
3.2 Grant Is Not Transferable. During the lifetime of Participant, the Performance Shares may not be sold, pledged, assigned or
transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Performance Shares
have been issued, and all restrictions applicable to such Shares have lapsed. Neither the Performance Shares nor any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to sale or other
disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such sale or other disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including
bankruptcy), and any attempted sale or other disposition thereof shall be null and void and of no effect, except to the extent that such sale or other
disposition is permitted by the preceding sentence.
3.3 Restrictive Legends and Stop-Transfer Orders .
(a) The share certificate(s) evidencing the Shares issued hereunder shall be endorsed with any legends that may be required by
an applicable federal, state or foreign securities laws.
(b) Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
(c) The Company shall not be required: (i) to transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so transferred.
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