Performance Share Award Grant Notice – Safeway Inc.
SAFEWAY INC.
2011 EQUITY AND INCENTIVE AWARD PLAN
PERFORMANCE SHARE AWARD GRANT NOTICE
Safeway Inc., a Delaware corporation, (the
“Company“), pursuant to its 2011 Equity and Incentive
Award Plan, as amended from time to time (the
“Plan“), hereby grants to the holder listed below
(“Participant“) an award of performance shares
(“Performance Shares“). Each Performance Share
represents the right to receive one share of common stock of Safeway Inc. (a
“Share“) upon the achievement of certain performance
goals. This award of Performance Shares is subject to all of the terms and
conditions set forth herein and in the Performance Share Award Agreement
attached hereto as Exhibit A (the “Performance Share Award
Agreement“) and the Plan, each of which are incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Grant Notice and the Performance Share
Award Agreement.
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Participant: |
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Grant Date: |
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Target Number of Performance Shares: |
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Performance Commencement Date: |
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Performance Goals: |
Exhibit B |
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Termination: |
Pursuant and subject to Section 2.5 of the Performance Share Award Agreement, |
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By his or her signature and the Company153s signature below, Participant agrees
to be bound by the terms and conditions of the Plan, the Performance Share Award
Agreement and this Grant Notice. Participant has reviewed the Performance Share
Award Agreement, the Plan and this Grant Notice in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Grant Notice
and fully understands all provisions of this Grant Notice, the Performance Share
Award Agreement and the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan, this Grant Notice or the Performance Share
Award Agreement. If Participant is married, his or her spouse has signed the
Consent of Spouse attached to this Grant Notice as Exhibit C.
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SAFEWAY INC.: |
PARTICIPANT: |
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By: |
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Print Name: |
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Title: |
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Address: |
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EXHIBIT A
TO PERFORMANCE SHARE AWARD GRANT NOTICE
SAFEWAY INC. PERFORMANCE SHARE AWARD AGREEMENT
Pursuant to the Performance Share Award Grant Notice (the “Grant
Notice“) to which this Performance Share Award Agreement (this
“Agreement“) is attached, Safeway Inc., a Delaware
corporation (the “Company“), has granted to
Participant an award of performance shares (“Performance
Shares“), 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 1.
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 Plan and the Grant Notice.
(a) “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 Company153s
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 Participant153s
supervisor, the Company153s 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.
(b) “Determination Date” shall mean the date, as
determined by the Administrator, on which the Administrator determines whether
and to what extent the Performance Goals set forth on Exhibit B have been
attained; provided, however, that the Determination Date with respect
to the applicable Performance Period shall be no later than sixty (60) days
after the end of such Performance Period.
(c) “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 Participant153s prior consent: (a) a material,
adverse change in Participant153s responsibilities, authority or duties (including
as a result of the assignment of duties materially inconsistent with
Participant153s position); (b) a material reduction in Participant153s base salary;
(c) a material transfer of Participant153s principal place of employment to a
location more than fifty (50) miles away from Participant153s principal place of
employment immediately prior to the Change in Control; or (d) the Company153s
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.
(d) “Payment Date” shall mean the date the
Administrator determines that the Shares payable upon achievement of the
Performance Goals set forth on Exhibit B shall be paid.
(e) “Performance Share” shall mean a nonvoting unit
of measurement which is deemed for bookkeeping purposes to be equivalent to one
outstanding Share (subject to adjustment as provided in Section 11.3 of the
Plan) solely for purposes of the Plan and this Agreement. The Performance Shares
shall be used solely as a device for the determination of the payment to be made
to Participant if such Performance Shares become payable pursuant to Section 2.2
hereof. The Performance Shares shall not be treated as property or as a trust
fund of any kind.
(f) “Retirement” shall mean a Termination of
Services other than for Cause, after the Participant has attained the age of 55.
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(g) “Termination of Services” shall mean
Participant153s Termination of Consultancy, Termination of Directorship or
Termination of Employment, as applicable. Notwithstanding anything in this
Agreement to the contrary, to the extent that any payment or benefit constitutes
non-exempt “nonqualified deferred compensation” for purposes of Section 409A of
the Code, and such payment or benefit would otherwise be payable or
distributable hereunder by reason of Participant153s Termination of Services, all
references to Participant153s Termination of Services shall be construed to mean a
“separation from service,” as defined in Treasury Regulation Section 1.409A-1(h)
(a “Separation from Service“), and Participant shall
not be considered to have a Termination of Services unless such termination
constitutes a Separation from Service with respect to Participant.
1.2 Incorporation of Terms of Plan. The Performance Shares are subject
to the terms and conditions of the Plan which are incorporated herein by
reference. In the event of any inconsistency between the Plan and this
Agreement, the terms of the Plan shall control.
ARTICLE 2.
GRANT OF PERFORMANCE SHARES
2.1 Grant of Performance Shares. In consideration of Participant153s
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 grants to Participant an award of Performance Shares as set forth in the
Grant Notice, upon the terms and conditions set forth in the Plan and this
Agreement.
2.2 Performance-Based Right to Payment.
(a) The number of Shares that shall be issued pursuant to the Performance
Shares shall be determined based on the Company153s achievement of Performance
Goals as set forth on Exhibit B. On the Determination Date, the
Administrator in its sole discretion shall determine whether and to what extent
the Performance Goals as set forth on Exhibit B have been attained. The
payment of Shares with respect to Participant153s Performance Shares is contingent
on the attainment of the Performance Goals as set forth on Exhibit B.
Accordingly, Participant will not become entitled to payment with respect to the
Performance Shares subject to this Agreement unless and until the Administrator
determines that the Performance Goals set forth on Exhibit B have been
attained. Upon such determination by the Administrator and subject to the
provisions of the Plan and this Agreement, Participant shall be entitled to
payment of that portion of the Performance Shares as corresponds to the
Performance Goals attained (as determined by the Administrator in its sole
discretion) as set forth on Exhibit B. Furthermore, pursuant to Section
2.5 (except as otherwise provided therein), in order to be entitled to payment
with respect to any Performance Shares, Participant must be employed by the
Company or an Affiliate on the Payment Date.
(b) As soon as administratively practicable following the Payment Date, but
in no event later than sixty (60) days after the Determination Date (for the
avoidance of doubt, this deadline is intended to comply with the “short-term
deferral” exemption from Section 409A of the Code), the Company shall deliver to
Participant (or any transferee permitted under Section 3.2 hereof) a number of
Shares (either by delivering one or more certificates for such shares or by
entering such shares in book entry form, as determined by the Company in its
sole discretion) equal to the number of Performance Shares subject to this award
that are payable pursuant to the achievement of the Performance Goals set forth
on Exhibit B. Notwithstanding the foregoing, in the event Shares cannot be
issued pursuant to Section 2.7(a), (b) or (c) hereof, then the Shares shall be
issued pursuant to the preceding sentence as soon as administratively
practicable after the Administrator determines that Shares can again be issued
in accordance with Sections 2.7(a), (b) and (c) hereof.
2.3 Change in Control. Notwithstanding any contrary provision of this
Agreement and pursuant to Section 11.3 of the Plan, if a Change in Control
occurs and Participant has remained in the service of the Company continuously
until at least immediately prior to the Change in Control, the Performance
Shares shall be earned as follows:
(a) If the Administrator reasonably determines in good faith, prior to the
occurrence of the Change in Control, that the Performance Shares will not be
honored or assumed, or new rights that substantially preserve the terms of the
Performance Shares substituted therefor, by Participant153s employer (or the
parent of such employer) immediately following the Change in Control, the
Performance Shares shall become fully vested and nonforfeitable immediately
prior to the Change in Control and the number of Shares earned and issued
pursuant to the Performance Shares shall equal the greater of (a) the target
number of Performance Shares set forth in the Grant Notice, and (b) the number
of Performance Shares that would have been earned based on actual achievement of
the Company153s Performance Goals through the most recently completed fiscal year
prior to such Change in Control (calculated as if the most recently completed
fiscal year prior to such Change in Control had been the end of the Performance
Period).
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(b) If the Administrator determines that the Performance Shares have been
assumed and, before the Payment Date, Participant experiences a Termination of
Services, other than for Cause, or Participant experiences a Termination of
Services with Good Reason, within the one year period immediately following the
Change in Control, the Performance Shares shall become fully vested and
nonforfeitable upon such Termination of Services and the number of Shares earned
and issued pursuant to the Performance Shares shall equal the greater of (a) the
target number of Performance Shares set forth in the Grant Notice, and (b) the
number of Performance Shares that would have been earned based on actual
achievement of the Company153s Performance Goals through the most recently
completed fiscal year prior to such Change in Control (calculated as if the most
recently completed fiscal year prior to such Change in Control had been the end
of the Performance Period).
(c) Any Performance Shares which are earned pursuant to this Section 2.3
shall be settled within 60 days of the Change in Control or Termination of
Services, as applicable, in accordance with Section 2.2.
2.4 Consideration to the Company; No Employment Rights. In
consideration of the grant of the award of Performance Shares 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.
2.5 Forfeiture, Termination and Cancellation upon Termination of
Services. Notwithstanding any contrary provision of this Agreement, upon
Participant153s Termination of Services for any or no reason, all rights with
respect to any unpaid Performance Shares awarded pursuant to this Agreement
shall immediately terminate, and Participant, or Participant153s beneficiary or
personal representative, as the case may be, will be entitled to no payments or
benefits with respect thereto, unless the Administrator, as permitted pursuant
to the terms of the Plan, determines in its sole discretion otherwise (in which
case any payment to be made pursuant to this Award Agreement will be made on the
Payment Date and, for the avoidance of doubt, within the period required by
Section 409A of the Code, such that it qualifies as a “short-term deferral”
pursuant to Section 1.409A-1(b)(4) of the Department of Treasury regulations);
provided, however, that in the event of Participant153s Termination of
Services during the Performance Period by reason of death, disability or
Retirement, Participant shall be entitled to receive, on the Payment Date, a
portion of the unpaid Performance Shares awarded pursuant to this Agreement that
would have been paid had Participant remained employed to the end of the
Performance Period, prorated according to the number of months that Participant
was employed during the Performance Period.
2.6 Withholding.
(a) Notwithstanding anything to the contrary in this Agreement, the Company
shall be entitled to require payment by Participant of any sums required by
federal, state or local tax law to be withheld with respect to the grant of the
Performance Shares or the issuance of the Shares, or any other taxable event
related thereto. The Company may permit Participant to make such payment in one
or more of the forms specified below:
(i) by cash or check made payable to the Company;
(ii) by the deduction of such amount from other compensation payable to
Participant;
(iii) by tendering Shares (including, without limitation, Shares otherwise
payable pursuant to the Performance Shares) which have a then-current Fair
Market Value on the date of delivery not greater than the amount necessary to
satisfy the Company153s withholding obligation based on the minimum statutory
withholding rates for federal, state and local income tax and payroll tax
purposes;
(iv) by surrendering other property acceptable to the Administrator
(including, without limitation, through the delivery of a notice that
Participant has placed a market sell order with a broker with respect to Shares
payable pursuant to the Performance Shares, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of its withholding obligations; provided that
payment of such proceeds is then made to the Company at such time as may be
required by the Company, but in any event not later than the settlement of such
sale); or
(v) in any combination of the foregoing.
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(b) In the event Participant fails to provide timely payment of all sums
required by the Company pursuant to Section 2.6(a), the Company shall have the
right and option, but not the obligation, to treat such failure as an election
by Participant to provide all or any portion of such required payment by means
of tendering Shares in accordance with Section 2.6(a)(iii).
(c) The Company shall not be obligated to deliver any new certificate
representing Shares to Participant or Participant153s legal representative or
enter such Shares in book entry form unless and until Participant or
Participant153s legal representative shall have paid or otherwise satisfied in
full the amount of all federal, state and local taxes applicable to the taxable
income of Participant resulting from the grant of the Performance Shares or the
issuance of Shares pursuant to the Performance Shares.
2.7 Conditions to Delivery of Shares. Subject to Section 2.6, the
Shares deliverable hereunder, or any portion thereof, may be either previously
authorized but unissued Shares or issued Shares which have then been reacquired
by the Company. Such Shares shall be fully paid and nonassessable. The Company
shall not be required to issue or deliver any Shares deliverable hereunder or
portion thereof prior to fulfillment of all of the following conditions:
(a) The admission of such Shares to listing on all stock exchanges on which
the Common Stock is then listed;
(b) The completion of any registration or other qualification of such Shares
under any federal, state or foreign law or under regulations or rules
promulgated by the Securities and Exchange Commission or any other governmental
regulatory body, which the Administrator shall, in its discretion, deem
necessary or advisable;
(c) The obtaining of any approval or other clearance from any federal, state
or foreign governmental agency which the Administrator shall, in its discretion,
determine to be necessary or advisable; and
(d) The receipt by the Company of full payment for all amounts which, under
federal, state, local or foreign tax law, the Company (or other employer
corporation) is required to withhold upon issuance of such Shares.
2.8 Rights as Stockholder. The holder of the Performance Shares shall
not be, nor have any of the rights or privileges of, a stockholder of the
Company, including, without limitation, voting rights and rights to dividends,
in respect of the Performance Shares and any Shares underlying the Performance
Shares and deliverable hereunder unless and until such Shares shall have been
issued by the Company and 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 3.
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
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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.
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.
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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 Company153s 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 Participant153s 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 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.
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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 Participant153s 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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EXHIBIT B
TO PERFORMANCE SHARE AWARD GRANT NOTICE
PERFORMANCE GOALS
[To be specified in individual agreements]
The Target Number of Performance Shares listed in the Performance Share Award
Grant Notice (the “Total Target Number“) shall be
divided into three equal tranches (each, a “Tranche Target
Number“). Payment of Shares with respect to each Tranche Target
Number of Performance Shares is contingent on the attainment of the Performance
Goals listed below for the Performance Period corresponding to such tranche.
Performance Period 1: January 1, 2012 through December 29, 2012
|
EPS CAGR for Performance Period 1 |
Percentage of Tranche Target Number of |
|
|
<[]% |
0% |
|
|
179[]%, <[]% |
50% |
|
|
179[]%, <[]% |
100% |
|
|
179[]% |
[200%] 1 |
Performance Period 2: January 1, 2012 through December 28, 2013
|
EPS CAGR for Performance Period 2 |
Percentage of Tranche Target Number of |
|
|
<[]% |
0% |
|
|
179[]%, <[]% |
50% |
|
|
179[]%, <[]% |
100% |
|
|
179[]% |
[200%] 1 |
Performance Period 3: January 1, 2012 through January 3, 2015
|
EPS CAGR for Performance Period 3 |
Percentage of Tranche Target Number of |
|
|
<[]% |
0% |
|
|
179[]%, <[]% |
50% |
|
|
179[]%, <[]% |
100% |
|
|
179[]% |
[200%]1 |
For the purposes of the charts above:
“Reference Period” shall mean the most recent
fiscal year preceding the beginning of the Performance Period.
“EPS” shall mean “diluted earnings per share,”
which is calculated for the Performance Period by dividing the Company153s net
income available to holders of Common Stock by the weighted average number of
Shares outstanding, including diluted stock options, over such Performance
Period.
|
1 |
Maximum percentage to be specified in each individual award agreement, |
B-1
“EPS CAGR” shall mean the “compound annual growth
rate” of EPS over the Performance Period, using the following formula:
EPS CAGR shall be calculated using EPS figures reported in the Company153s
public filings with the SEC; provided that, if the Company changes its
method of calculating EPS during the Performance Period, the calculations of EPS
during the Reference Period and the Performance Period shall be made using a
single, consistent calculation methodology; and, provided further, that
the Administrator shall adjust such formula as necessary to correct any
distortion caused by the impact of any negative EPS values, if applicable.
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EXHIBIT C
TO PERFORMANCE SHARE AWARD GRANT NOTICE
CONSENT OF SPOUSE
I, , spouse of , have read and approve the foregoing Safeway Inc. Performance
Share Award Agreement (the “Agreement“). In
consideration of issuing to my spouse the shares of the common stock of Safeway
Inc. set forth in the Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under the Agreement
and agree to be bound by the provisions of the Agreement insofar as I may have
any rights in said Agreement or any shares of the common stock of Safeway Inc.
issued pursuant thereto under the community property laws or similar laws
relating to marital property in effect in the state of our residence as of the
date of the signing of the foregoing Agreement.
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Dated: , 20 |
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Signature of Spouse |
C-1
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