Safeway 2013 Annual Report Download - page 150

of the Company. Subject to the restrictions on transfer herein set forth in Section 3.2 hereof, this Agreement shall be binding upon Participant and
his or her heirs, executors, administrators, successors and assigns.
3.13 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or this Agreement, if Participant is
subject to Section 16 of the Exchange Act, the Plan, the Performance Shares and this Agreement shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 under the Exchange Act)
that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended
to the extent necessary to conform to such applicable exemptive rule.
3.14 Entire Agreement. The Plan, the Grant Notice (including all Exhibits thereto) and this Agreement constitute the entire agreement of
the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter
hereof, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
3.15 Section 409A. The Performance Shares are not intended to constitute “nonqualified deferred compensation” within the meaning of
Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after the date hereof, “ Section 409A”). However, notwithstanding any
other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Performance Shares (or any
portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to
indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt
other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the
Administrator determines are necessary or appropriate either for the Performance Shares to be exempt from the application of Section 409A or to
comply with the requirements of Section 409A.
3.16 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This
Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.
Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of
the Company with respect to amounts credited and benefits payable, if any, with respect to the Performance Shares, and rights no greater than the
right to receive the Shares as a general unsecured creditor with respect to Performance Shares, as and when payable hereunder.
3.17 Claw-Back Policy. The Shares shall be subject to any claw-back policy implemented by the Company, in accordance with Section
11.7(b) of the Plan.
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