Safeway 2013 Annual Report Download - page 156

material reduction in Participant’s base salary; (c) a material transfer of Participant’s principal place of employment to a location more than fifty (50)
miles away from Participant’s principal place of employment immediately prior to the Change in Control; or (d) the Company’s material breach of this
Agreement. However, none of the foregoing events or conditions will constitute Good Reason unless: (x) Participant provides the Company with
written objection to the event or condition within ninety (90) days following the occurrence thereof; (y) the Company does not reverse or otherwise
cure the event or condition within thirty (30) days of receiving that written objection; and (z) Participant resigns his or her employment within thirty
(30) days following the expiration of that cure period.
“Retirement” shall mean a Participant’s Termination of Employment or Termination of Directorship, as applicable, other than as a result of
any circumstance specifically contemplated by Section 3.4(a), (b)(ii) or (c) or termination by the Company for Cause, at a time when the Participant
has (i) attained at least 58 years of age, and (ii) completed at least seven consecutive years of service with the Company.
1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by
reference.
ARTICLE II
GRANT OF OPTION
2.1 Grant of Option. In consideration of Participant’s agreement to remain in the service or employ of the Company or a Subsidiary and for
other good and valuable consideration, effective as of the “Grant Date” set forth in the Grant Notice (the “ Grant Date”), the Company irrevocably
grants to Participant an option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the
terms and conditions set forth in the Plan, the Grant Notice and this Agreement. Unless designated as an Incentive Stock Option in the Grant Notice,
the Option shall be a Non-Qualified Stock Option.
2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without
commission or other charge; provided, however, that the exercise price per share of Stock subject to the Option shall not be less than 100% of the
Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option
and Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of
the Company or any Subsidiary Corporation or “parent corporation” of the Company (as defined in Section 424(e) of the Code), the exercise price
per share of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date (or the date the
Option is modified, extended or renewed for purposes of Section 424(h) of the Code).
2.3 Consideration to the Company; No Employment Rights . In consideration of the grant of the Option 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.
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