Safeway 2013 Annual Report Download - page 168

EXHIBIT A
TO STOCK OPTION GRANT NOTICE
STOCK OPTION AGREEMENT – NON CANADIAN PARTICIPANTS
Pursuant to the Stock Option Grant Notice (the “ Grant Notice”) to which this Stock Option Agreement (this “ Agreement”) is attached,
Safeway Inc., a Delaware corporation (the “ Company”), has granted to Participant an option (the “ Option”) to purchase the number of shares of
the Company’s Common Stock, par value $0.01 per share (“ Stock”), specified in the Grant Notice, upon the terms and conditions set forth in the
Safeway Inc. 2011 Equity and Incentive Award Plan, as such plan may be amended from time to time (the “ Plan”), the Grant Notice and this
Agreement.
ARTICLE I
GENERAL
1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the
context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Grant Notice or, if not
defined therein, the Plan.
“Cause” shall have the meaning ascribed to such term in any written employment agreement between or among the Company and/or any of
its subsidiaries and Participant and, if no such written employment agreement shall be in force or effect, shall mean (a) conviction of, or the entry of a
plea of guilty or no contest to, a felony or any other crime that causes the Company public disgrace or disrepute, or adversely affects the Company’s
operations, financial performance, or relationship with its customers; (b) misappropriation of funds or other property of the Company or its affiliates;
(c) refusal to perform the lawful and reasonable directives of Participant’s supervisor, the Company’s Chief Executive Officer or the Board; (d)
failure by Participant to perform the duties of his or her employment with the Company or any of its subsidiaries which continues for a period of
fourteen (14) days (other than by reason of illness or injury); or (e) material breach of any agreement with or duty owed to the Company or any of its
affiliates. However, none of the foregoing events or conditions will constitute Cause unless the Company provides Participant with written notice of
the event or condition and thirty (30) days to cure such event or condition (if curable) and the event or condition is not cured within such 30-day
period.
“Demotion” shall mean the demotion of Participant to a position within the Company or a Subsidiary which is not then eligible for grants of
stock options or to a position that is eligible for stock option grants at a lower level than the level for which Participant was eligible on the Grant Date.
Notwithstanding the foregoing, the Chief Executive Officer of the Company may make adjustments, in his discretion, to the foregoing definition in
the event of the transfer, illness or disability of Participant, the occurrence of a force majeure event (including without limitation acts of God, strikes
or labor disturbances) affecting Participant’s position or other similar circumstances.
“Good Reason” shall have the meaning ascribed to such term in any written employment agreement between or among the Company and/or
any of its subsidiaries and Participant and, if no such written employment agreement shall be in force or effect, shall mean the occurrence of any of
the following, without Participant’s prior consent: (a) a material, adverse change in Participant’s responsibilities, authority or duties