Safeway 2013 Annual Report Download - page 149

3.4 Shares To Be Reserved. The Company shall at all times prior to the Payment Date reserve and keep available such number of Shares
as will be sufficient to satisfy the requirements of this Agreement.
3.5 Binding Agreement. Subject to the limitation on the transferability of the Performance Shares contained herein, this Agreement will
be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
3.6 Adjustments upon Specified Events . The Administrator may accelerate payment of the Performance Shares in such circumstances
as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 11.3 of
the Plan (including, without limitation, an extraordinary cash dividend on such Shares), the Administrator shall make such adjustments the
Administrator deems appropriate in the number of Performance Shares then outstanding and the number and kind of securities that may be issued in
respect of the Performance Shares. Participant acknowledges that the Performance Shares are subject to amendment, modification and termination
in certain events as provided in this Agreement and Section 11.3 of the Plan.
3.7 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the
Secretary of the Company, and any notice to be given to Participant shall be addressed to Participant at the address for Participant appearing on the
Grant Notice or at the last known address for Participant contained in the Company’s records. By a notice given pursuant to this Section 3.7, either
party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or
enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.
3.8 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this
Agreement.
3.9 Governing Law; Severability. This Agreement shall be administered, interpreted and enforced under the laws of the State of
Delaware, without regard to the conflicts of laws principles thereof. Should any provision of this Agreement be determined by a court of law to be
illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.
3.10 Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent
necessary with all applicable federal, state and foreign securities laws (including the Securities Act and the Exchange Act) and any and all
regulations and rules promulgated thereunder by the Securities and Exchange Commission or any other governmental regulatory body.
Notwithstanding anything herein to the contrary, the Plan shall be administered, the Performance Shares are granted and the Shares are to be issued,
only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall
be deemed amended to the extent necessary to conform to such laws, rules and regulations.
3.11 Amendments. This Agreement may not be modified, amended or terminated, except by an instrument in writing, signed by a duly
authorized representative of the Company and, to the extent any such modification, amendment or termination may adversely affect Participant’s
rights under this Agreement, by Participant, except as otherwise provided under the terms of the Plan.
3.12 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of the successors and assigns
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