{"id":40258,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-share-award-grant-notice-safeway-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-share-award-grant-notice-safeway-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-share-award-grant-notice-safeway-inc.html","title":{"rendered":"Performance Share Award Grant Notice – Safeway Inc."},"content":{"rendered":"

SAFEWAY INC. <\/strong><\/p>\n

2011 EQUITY AND INCENTIVE AWARD PLAN <\/strong><\/p>\n

PERFORMANCE SHARE AWARD GRANT NOTICE <\/strong><\/p>\n

Safeway Inc., a Delaware corporation, (the
\n“Company<\/em><\/strong>“), pursuant to its 2011 Equity and Incentive
\nAward Plan, as amended from time to time (the
\n“Plan<\/em><\/strong>“), hereby grants to the holder listed below
\n(“Participant<\/em><\/strong>“) an award of performance shares
\n(“Performance Shares<\/em><\/strong>“). Each Performance Share
\nrepresents the right to receive one share of common stock of Safeway Inc. (a
\n“Share<\/em><\/strong>“) upon the achievement of certain performance
\ngoals. This award of Performance Shares is subject to all of the terms and
\nconditions set forth herein and in the Performance Share Award Agreement
\nattached hereto as Exhibit A<\/u> (the “Performance Share Award
\nAgreement<\/em><\/strong>“) and the Plan, each of which are incorporated herein by
\nreference. Unless otherwise defined herein, the terms defined in the Plan shall
\nhave the same defined meanings in this Grant Notice and the Performance Share
\nAward Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Participant:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Grant Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[ ], 20<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Target Number of Performance Shares:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Performance Commencement Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Performance Goals:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Exhibit B<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Termination:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Pursuant and subject to Section 2.5 of the Performance Share Award Agreement,
\nif Participant ceases to be an Employee, Consultant or Director prior to the
\napplicable Payment Date, all Performance Shares that have not been paid on or
\nprior to the date of such termination of services will thereupon be forfeited
\nautomatically by Participant without payment of any consideration therefor.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

By his or her signature and the Company153s signature below, Participant agrees
\nto be bound by the terms and conditions of the Plan, the Performance Share Award
\nAgreement and this Grant Notice. Participant has reviewed the Performance Share
\nAward Agreement, the Plan and this Grant Notice in their entirety, has had an
\nopportunity to obtain the advice of counsel prior to executing this Grant Notice
\nand fully understands all provisions of this Grant Notice, the Performance Share
\nAward Agreement and the Plan. Participant hereby agrees to accept as binding,
\nconclusive and final all decisions or interpretations of the Administrator upon
\nany questions arising under the Plan, this Grant Notice or the Performance Share
\nAward Agreement. If Participant is married, his or her spouse has signed the
\nConsent of Spouse attached to this Grant Notice as Exhibit C<\/u>.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SAFEWAY INC.:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

PARTICIPANT:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Print Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Print Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

EXHIBIT A <\/strong><\/p>\n

TO PERFORMANCE SHARE AWARD GRANT NOTICE <\/strong><\/p>\n

SAFEWAY INC. PERFORMANCE SHARE AWARD AGREEMENT
\n<\/strong><\/p>\n

Pursuant to the Performance Share Award Grant Notice (the “Grant
\nNotice<\/em><\/strong>“) to which this Performance Share Award Agreement (this
\n“Agreement<\/em><\/strong>“) is attached, Safeway Inc., a Delaware
\ncorporation (the “Company<\/em><\/strong>“), has granted to
\nParticipant an award of performance shares (“Performance
\nShares<\/em><\/strong>“), specified in the Grant Notice, upon the terms and
\nconditions set forth in the Safeway Inc. 2011 Equity and Incentive Award Plan,
\nas such plan may be amended from time to time (the
\n“Plan<\/em><\/strong>“), the Grant Notice and this Agreement.<\/p>\n

ARTICLE 1. <\/strong><\/p>\n

GENERAL <\/strong><\/p>\n

1.1 Defined Terms<\/u>. Wherever the following terms are used in this
\nAgreement they shall have the meanings specified below, unless the context
\nclearly indicates otherwise. Capitalized terms not specifically defined herein
\nshall have the meanings specified in the Plan and the Grant Notice.<\/p>\n

(a) “Cause<\/em><\/strong>” shall have the meaning ascribed to such
\nterm in any written employment agreement between or among the Company and\/or any
\nof its subsidiaries and Participant and, if no such written employment agreement
\nshall be in force or effect, shall mean (a) conviction of, or the entry of a
\nplea of guilty or no contest to, a felony or any other crime that causes the
\nCompany public disgrace or disrepute, or adversely affects the Company153s
\noperations, financial performance, or relationship with its customers; (b)
\nmisappropriation of funds or other property of the Company or its affiliates;
\n(c) refusal to perform the lawful and reasonable directives of Participant153s
\nsupervisor, the Company153s Chief Executive Officer or the Board; (d) failure by
\nParticipant to perform the duties of his or her employment with the Company or
\nany of its subsidiaries which continues for a period of fourteen (14) days
\n(other than by reason of illness or injury); or (e) material breach of any
\nagreement with or duty owed to the Company or any of its affiliates. However,
\nnone of the foregoing events or conditions will constitute Cause unless the
\nCompany provides Participant with written notice of the event or condition and
\nthirty (30) days to cure such event or condition (if curable) and the event or
\ncondition is not cured within such 30-day period.<\/p>\n

(b) “Determination Date<\/em><\/strong>” shall mean the date, as
\ndetermined by the Administrator, on which the Administrator determines whether
\nand to what extent the Performance Goals set forth on Exhibit B<\/u> have been
\nattained; provided, however<\/em>, that the Determination Date with respect
\nto the applicable Performance Period shall be no later than sixty (60) days
\nafter the end of such Performance Period.<\/p>\n

(c) “Good Reason<\/em><\/strong>” shall have the meaning ascribed
\nto such term in any written employment agreement between or among the Company
\nand\/or any of its subsidiaries and Participant and, if no such written
\nemployment agreement shall be in force or effect, shall mean the occurrence of
\nany of the following, without Participant153s prior consent: (a) a material,
\nadverse change in Participant153s responsibilities, authority or duties (including
\nas a result of the assignment of duties materially inconsistent with
\nParticipant153s position); (b) a material reduction in Participant153s base salary;
\n(c) a material transfer of Participant153s principal place of employment to a
\nlocation more than fifty (50) miles away from Participant153s principal place of
\nemployment immediately prior to the Change in Control; or (d) the Company153s
\nmaterial breach of this Agreement. However, none of the foregoing events or
\nconditions will constitute Good Reason unless: (x) Participant provides the
\nCompany with written objection to the event or condition within ninety (90) days
\nfollowing the occurrence thereof; (y) the Company does not reverse or otherwise
\ncure the event or condition within thirty (30) days of receiving that written
\nobjection; and (z) Participant resigns his or her employment within thirty (30)
\ndays following the expiration of that cure period.<\/p>\n

(d) “Payment Date<\/em><\/strong>” shall mean the date the
\nAdministrator determines that the Shares payable upon achievement of the
\nPerformance Goals set forth on Exhibit B<\/u> shall be paid.<\/p>\n

(e) “Performance Share<\/em><\/strong>” shall mean a nonvoting unit
\nof measurement which is deemed for bookkeeping purposes to be equivalent to one
\noutstanding Share (subject to adjustment as provided in Section 11.3 of the
\nPlan) solely for purposes of the Plan and this Agreement. The Performance Shares
\nshall be used solely as a device for the determination of the payment to be made
\nto Participant if such Performance Shares become payable pursuant to Section 2.2
\nhereof. The Performance Shares shall not be treated as property or as a trust
\nfund of any kind.<\/p>\n

(f) “Retirement<\/em><\/strong>” shall mean a Termination of
\nServices other than for Cause, after the Participant has attained the age of 55.\n<\/p>\n

A-1<\/p>\n

\n

(g) “Termination of Services<\/em><\/strong>” shall mean
\nParticipant153s Termination of Consultancy, Termination of Directorship or
\nTermination of Employment, as applicable. Notwithstanding anything in this
\nAgreement to the contrary, to the extent that any payment or benefit constitutes
\nnon-exempt “nonqualified deferred compensation” for purposes of Section 409A of
\nthe Code, and such payment or benefit would otherwise be payable or
\ndistributable hereunder by reason of Participant153s Termination of Services, all
\nreferences to Participant153s Termination of Services shall be construed to mean a
\n“separation from service,” as defined in Treasury Regulation Section 1.409A-1(h)
\n(a “Separation from Service<\/em><\/strong>“), and Participant shall
\nnot be considered to have a Termination of Services unless such termination
\nconstitutes a Separation from Service with respect to Participant.<\/p>\n

1.2 Incorporation of Terms of Plan<\/u>. The Performance Shares are subject
\nto the terms and conditions of the Plan which are incorporated herein by
\nreference. In the event of any inconsistency between the Plan and this
\nAgreement, the terms of the Plan shall control.<\/p>\n

ARTICLE 2. <\/strong><\/p>\n

GRANT OF PERFORMANCE SHARES <\/strong><\/p>\n

2.1 Grant of Performance Shares<\/u>. In consideration of Participant153s
\nagreement to remain in the service or employ of the Company or a Subsidiary and
\nfor other good and valuable consideration, effective as of the “Grant Date” set
\nforth in the Grant Notice (the “Grant Date<\/em><\/strong>“), the
\nCompany grants to Participant an award of Performance Shares as set forth in the
\nGrant Notice, upon the terms and conditions set forth in the Plan and this
\nAgreement.<\/p>\n

2.2 Performance-Based Right to Payment<\/u>.<\/p>\n

(a) The number of Shares that shall be issued pursuant to the Performance
\nShares shall be determined based on the Company153s achievement of Performance
\nGoals as set forth on Exhibit B<\/u>. On the Determination Date, the
\nAdministrator in its sole discretion shall determine whether and to what extent
\nthe Performance Goals as set forth on Exhibit B<\/u> have been attained. The
\npayment of Shares with respect to Participant153s Performance Shares is contingent
\non the attainment of the Performance Goals as set forth on Exhibit B<\/u>.
\nAccordingly, Participant will not become entitled to payment with respect to the
\nPerformance Shares subject to this Agreement unless and until the Administrator
\ndetermines that the Performance Goals set forth on Exhibit B<\/u> have been
\nattained. Upon such determination by the Administrator and subject to the
\nprovisions of the Plan and this Agreement, Participant shall be entitled to
\npayment of that portion of the Performance Shares as corresponds to the
\nPerformance Goals attained (as determined by the Administrator in its sole
\ndiscretion) as set forth on Exhibit B<\/u>. Furthermore, pursuant to Section
\n2.5 (except as otherwise provided therein), in order to be entitled to payment
\nwith respect to any Performance Shares, Participant must be employed by the
\nCompany or an Affiliate on the Payment Date.<\/p>\n

(b) As soon as administratively practicable following the Payment Date, but
\nin no event later than sixty (60) days after the Determination Date (for the
\navoidance of doubt, this deadline is intended to comply with the “short-term
\ndeferral” exemption from Section 409A of the Code), the Company shall deliver to
\nParticipant (or any transferee permitted under Section 3.2 hereof) a number of
\nShares (either by delivering one or more certificates for such shares or by
\nentering such shares in book entry form, as determined by the Company in its
\nsole discretion) equal to the number of Performance Shares subject to this award
\nthat are payable pursuant to the achievement of the Performance Goals set forth
\non Exhibit B. Notwithstanding the foregoing, in the event Shares cannot be
\nissued pursuant to Section 2.7(a), (b) or (c) hereof, then the Shares shall be
\nissued pursuant to the preceding sentence as soon as administratively
\npracticable after the Administrator determines that Shares can again be issued
\nin accordance with Sections 2.7(a), (b) and (c) hereof.<\/p>\n

2.3 Change in Control<\/u>. Notwithstanding any contrary provision of this
\nAgreement and pursuant to Section 11.3 of the Plan, if a Change in Control
\noccurs and Participant has remained in the service of the Company continuously
\nuntil at least immediately prior to the Change in Control, the Performance
\nShares shall be earned as follows:<\/p>\n

(a) If the Administrator reasonably determines in good faith, prior to the
\noccurrence of the Change in Control, that the Performance Shares will not be
\nhonored or assumed, or new rights that substantially preserve the terms of the
\nPerformance Shares substituted therefor, by Participant153s employer (or the
\nparent of such employer) immediately following the Change in Control, the
\nPerformance Shares shall become fully vested and nonforfeitable immediately
\nprior to the Change in Control and the number of Shares earned and issued
\npursuant to the Performance Shares shall equal the greater of (a) the target
\nnumber of Performance Shares set forth in the Grant Notice, and (b) the number
\nof Performance Shares that would have been earned based on actual achievement of
\nthe Company153s Performance Goals through the most recently completed fiscal year
\nprior to such Change in Control (calculated as if the most recently completed
\nfiscal year prior to such Change in Control had been the end of the Performance
\nPeriod).<\/p>\n

A-2<\/p>\n

\n

(b) If the Administrator determines that the Performance Shares have been
\nassumed and, before the Payment Date, Participant experiences a Termination of
\nServices, other than for Cause, or Participant experiences a Termination of
\nServices with Good Reason, within the one year period immediately following the
\nChange in Control, the Performance Shares shall become fully vested and
\nnonforfeitable upon such Termination of Services and the number of Shares earned
\nand issued pursuant to the Performance Shares shall equal the greater of (a) the
\ntarget number of Performance Shares set forth in the Grant Notice, and (b) the
\nnumber of Performance Shares that would have been earned based on actual
\nachievement of the Company153s Performance Goals through the most recently
\ncompleted fiscal year prior to such Change in Control (calculated as if the most
\nrecently completed fiscal year prior to such Change in Control had been the end
\nof the Performance Period).<\/p>\n

(c) Any Performance Shares which are earned pursuant to this Section 2.3
\nshall be settled within 60 days of the Change in Control or Termination of
\nServices, as applicable, in accordance with Section 2.2.<\/p>\n

2.4 Consideration to the Company; No Employment Rights<\/u>. In
\nconsideration of the grant of the award of Performance Shares by the Company,
\nParticipant agrees to render faithful and efficient services to the Company or
\nany Subsidiary. Nothing in the Plan or this Agreement shall confer upon
\nParticipant any right to continue in the employ or service of the Company or any
\nSubsidiary or shall interfere with or restrict in any way the rights of the
\nCompany and its Subsidiaries, which rights are hereby expressly reserved, to
\ndischarge or terminate the services of Participant at any time for any reason
\nwhatsoever, with or without cause, except to the extent expressly provided
\notherwise in a written agreement between the Company or a Subsidiary and
\nParticipant.<\/p>\n

2.5 Forfeiture, Termination and Cancellation upon Termination of
\nServices<\/u>. Notwithstanding any contrary provision of this Agreement, upon
\nParticipant153s Termination of Services for any or no reason, all rights with
\nrespect to any unpaid Performance Shares awarded pursuant to this Agreement
\nshall immediately terminate, and Participant, or Participant153s beneficiary or
\npersonal representative, as the case may be, will be entitled to no payments or
\nbenefits with respect thereto, unless the Administrator, as permitted pursuant
\nto the terms of the Plan, determines in its sole discretion otherwise (in which
\ncase any payment to be made pursuant to this Award Agreement will be made on the
\nPayment Date and, for the avoidance of doubt, within the period required by
\nSection 409A of the Code, such that it qualifies as a “short-term deferral”
\npursuant to Section 1.409A-1(b)(4) of the Department of Treasury regulations);
\nprovided, however<\/em>, that in the event of Participant153s Termination of
\nServices during the Performance Period by reason of death, disability or
\nRetirement, Participant shall be entitled to receive, on the Payment Date, a
\nportion of the unpaid Performance Shares awarded pursuant to this Agreement that
\nwould have been paid had Participant remained employed to the end of the
\nPerformance Period, prorated according to the number of months that Participant
\nwas employed during the Performance Period.<\/p>\n

2.6 Withholding<\/u>.<\/p>\n

(a) Notwithstanding anything to the contrary in this Agreement, the Company
\nshall be entitled to require payment by Participant of any sums required by
\nfederal, state or local tax law to be withheld with respect to the grant of the
\nPerformance Shares or the issuance of the Shares, or any other taxable event
\nrelated thereto. The Company may permit Participant to make such payment in one
\nor more of the forms specified below:<\/p>\n

(i) by cash or check made payable to the Company;<\/p>\n

(ii) by the deduction of such amount from other compensation payable to
\nParticipant;<\/p>\n

(iii) by tendering Shares (including, without limitation, Shares otherwise
\npayable pursuant to the Performance Shares) which have a then-current Fair
\nMarket Value on the date of delivery not greater than the amount necessary to
\nsatisfy the Company153s withholding obligation based on the minimum statutory
\nwithholding rates for federal, state and local income tax and payroll tax
\npurposes;<\/p>\n

(iv) by surrendering other property acceptable to the Administrator
\n(including, without limitation, through the delivery of a notice that
\nParticipant has placed a market sell order with a broker with respect to Shares
\npayable pursuant to the Performance Shares, and that the broker has been
\ndirected to pay a sufficient portion of the net proceeds of the sale to the
\nCompany in satisfaction of its withholding obligations; provided<\/em> that
\npayment of such proceeds is then made to the Company at such time as may be
\nrequired by the Company, but in any event not later than the settlement of such
\nsale); or<\/p>\n

(v) in any combination of the foregoing.<\/p>\n

A-3<\/p>\n

\n

(b) In the event Participant fails to provide timely payment of all sums
\nrequired by the Company pursuant to Section 2.6(a), the Company shall have the
\nright and option, but not the obligation, to treat such failure as an election
\nby Participant to provide all or any portion of such required payment by means
\nof tendering Shares in accordance with Section 2.6(a)(iii).<\/p>\n

(c) The Company shall not be obligated to deliver any new certificate
\nrepresenting Shares to Participant or Participant153s legal representative or
\nenter such Shares in book entry form unless and until Participant or
\nParticipant153s legal representative shall have paid or otherwise satisfied in
\nfull the amount of all federal, state and local taxes applicable to the taxable
\nincome of Participant resulting from the grant of the Performance Shares or the
\nissuance of Shares pursuant to the Performance Shares.<\/p>\n

2.7 Conditions to Delivery of Shares<\/u>. Subject to Section 2.6, the
\nShares deliverable hereunder, or any portion thereof, may be either previously
\nauthorized but unissued Shares or issued Shares which have then been reacquired
\nby the Company. Such Shares shall be fully paid and nonassessable. The Company
\nshall not be required to issue or deliver any Shares deliverable hereunder or
\nportion thereof prior to fulfillment of all of the following conditions:<\/p>\n

(a) The admission of such Shares to listing on all stock exchanges on which
\nthe Common Stock is then listed;<\/p>\n

(b) The completion of any registration or other qualification of such Shares
\nunder any federal, state or foreign law or under regulations or rules
\npromulgated by the Securities and Exchange Commission or any other governmental
\nregulatory body, which the Administrator shall, in its discretion, deem
\nnecessary or advisable;<\/p>\n

(c) The obtaining of any approval or other clearance from any federal, state
\nor foreign governmental agency which the Administrator shall, in its discretion,
\ndetermine to be necessary or advisable; and<\/p>\n

(d) The receipt by the Company of full payment for all amounts which, under
\nfederal, state, local or foreign tax law, the Company (or other employer
\ncorporation) is required to withhold upon issuance of such Shares.<\/p>\n

2.8 Rights as Stockholder<\/u>. The holder of the Performance Shares shall
\nnot be, nor have any of the rights or privileges of, a stockholder of the
\nCompany, including, without limitation, voting rights and rights to dividends,
\nin respect of the Performance Shares and any Shares underlying the Performance
\nShares and deliverable hereunder unless and until such Shares shall have been
\nissued by the Company and held of record by such holder (as evidenced by the
\nappropriate entry on the books of the Company or of a duly authorized transfer
\nagent of the Company). No adjustment will be made for a dividend or other right
\nfor which the record date is prior to the date the Shares are issued, except as
\nprovided in Section 11.3 of the Plan.<\/p>\n

ARTICLE 3. <\/strong><\/p>\n

OTHER PROVISIONS <\/strong><\/p>\n

3.1 Administration<\/u>. The Administrator shall have the power to (a)
\ninterpret the Plan and this Agreement, (b) adopt such rules for the
\nadministration, interpretation and application of the Plan as are consistent
\ntherewith and to interpret, amend or revoke any such rules and (c) amend this
\nAgreement, subject to Section 3.11. All actions taken and all interpretations
\nand determinations made by the Administrator in good faith shall be binding,
\nconclusive and final upon Participant, the Company and<\/p>\n

A-4<\/p>\n

\n

all other interested persons. No member of the Administrator shall be
\npersonally liable for any action, determination or interpretation made in good
\nfaith with respect to the Plan, this Agreement or the Performance Shares. In its
\ndiscretion, the Board may at any time and from time to time exercise any and all
\nrights and duties of the Administrator under the Plan, except with respect to
\nmatters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations
\nor rules issued thereunder, are required to be determined in the discretion of
\nthe Administrator.<\/p>\n

3.2 Grant Is Not Transferable<\/u>. During the lifetime of Participant, the
\nPerformance Shares may not be sold, pledged, assigned or transferred in any
\nmanner other than by will or the laws of descent and distribution, unless and
\nuntil the Shares underlying the Performance Shares have been issued, and all
\nrestrictions applicable to such Shares have lapsed. Neither the Performance
\nShares nor any interest or right therein or part thereof shall be liable for the
\ndebts, contracts or engagements of Participant or his or her successors in
\ninterest or shall be subject to sale or other disposition by transfer,
\nalienation, anticipation, pledge, encumbrance, assignment or any other means
\nwhether such sale or other disposition be voluntary or involuntary or by
\noperation of law by judgment, levy, attachment, garnishment or any other legal
\nor equitable proceedings (including bankruptcy), and any attempted sale or other
\ndisposition thereof shall be null and void and of no effect, except to the
\nextent that such sale or other disposition is permitted by the preceding
\nsentence.<\/p>\n

3.3 Restrictive Legends and Stop-Transfer Orders<\/u>.<\/p>\n

(a) The share certificate(s) evidencing the Shares issued hereunder shall be
\nendorsed with any legends that may be required by an applicable federal, state
\nor foreign securities laws.<\/p>\n

(b) Participant agrees that, in order to ensure compliance with the
\nrestrictions referred to herein, the Company may issue appropriate “stop
\ntransfer” instructions to its transfer agent, if any, and that, if the Company
\ntransfers its own securities, it may make appropriate notations to the same
\neffect in its own records.<\/p>\n

(c) The Company shall not be required: (i) to transfer on its books any
\nShares that have been sold or otherwise transferred in violation of any of the
\nprovisions of this Agreement, or (ii) to treat as owner of such Shares or to
\naccord the right to vote or pay dividends to any purchaser or other transferee
\nto whom such Shares shall have been so transferred.<\/p>\n

3.4 Shares To Be Reserved<\/u>. The Company shall at all times prior to the
\nPayment Date reserve and keep available such number of Shares as will be
\nsufficient to satisfy the requirements of this Agreement.<\/p>\n

3.5 Binding Agreement<\/u>. Subject to the limitation on the
\ntransferability of the Performance Shares contained herein, this Agreement will
\nbe binding upon and inure to the benefit of the heirs, legatees, legal
\nrepresentatives, successors and assigns of the parties hereto.<\/p>\n

3.6 Adjustments upon Specified Events<\/u>. The Administrator may
\naccelerate payment of the Performance Shares in such circumstances as it, in its
\nsole discretion, may determine. In addition, upon the occurrence of certain
\nevents relating to the Shares contemplated by Section 11.3 of the Plan
\n(including, without limitation, an extraordinary cash dividend on such Shares),
\nthe Administrator shall make such adjustments the Administrator deems
\nappropriate in the number of Performance Shares then outstanding and the number
\nand kind of securities that may be issued in respect of the Performance Shares.
\nParticipant acknowledges that the Performance Shares are subject to amendment,
\nmodification and termination in certain events as provided in this Agreement and
\nSection 11.3 of the Plan.<\/p>\n

A-5<\/p>\n

\n

3.7 Notices<\/u>. Any notice to be given under the terms of this Agreement
\nto the Company shall be addressed to the Company in care of the Secretary of the
\nCompany, and any notice to be given to Participant shall be addressed to
\nParticipant at the address for Participant appearing on the Grant Notice or at
\nthe last known address for Participant contained in the Company153s records. By a
\nnotice given pursuant to this Section 3.7, either party may hereafter designate
\na different address for notices to be given to that party. Any notice shall be
\ndeemed duly given when sent via email or enclosed in a properly sealed envelope
\nor wrapper addressed as aforesaid, deposited (with postage prepaid) in a post
\noffice or branch post office regularly maintained by the United States Postal
\nService.<\/p>\n

3.8 Titles<\/u>. Titles are provided herein for convenience only and are
\nnot to serve as a basis for interpretation or construction of this Agreement.\n<\/p>\n

3.9 Governing Law; Severability<\/u>. This Agreement shall be administered,
\ninterpreted and enforced under the laws of the State of Delaware, without regard
\nto the conflicts of laws principles thereof. Should any provision of this
\nAgreement be determined by a court of law to be illegal or unenforceable, the
\nother provisions shall nevertheless remain effective and shall remain
\nenforceable.<\/p>\n

3.10 Conformity to Securities Laws<\/u>. Participant acknowledges that the
\nPlan and this Agreement are intended to conform to the extent necessary with all
\napplicable federal, state and foreign securities laws (including the Securities
\nAct and the Exchange Act) and any and all regulations and rules promulgated
\nthereunder by the Securities and Exchange Commission or any other governmental
\nregulatory body. Notwithstanding anything herein to the contrary, the Plan shall
\nbe administered, the Performance Shares are granted and the Shares are to be
\nissued, only in such a manner as to conform to such laws, rules and regulations.
\nTo the extent permitted by applicable law, the Plan and this Agreement shall be
\ndeemed amended to the extent necessary to conform to such laws, rules and
\nregulations.<\/p>\n

3.11 Amendments<\/u>. This Agreement may not be modified, amended or
\nterminated, except by an instrument in writing, signed by a duly authorized
\nrepresentative of the Company and, to the extent any such modification,
\namendment or termination may adversely affect Participant153s rights under this
\nAgreement, by Participant, except as otherwise provided under the terms of the
\nPlan.<\/p>\n

3.12 Successors and Assigns<\/u>. The Company may assign any of its rights
\nunder this Agreement to single or multiple assignees, and this Agreement shall
\ninure to the benefit of the successors and assigns of the Company. Subject to
\nthe restrictions on transfer herein set forth in Section 3.2 hereof, this
\nAgreement shall be binding upon Participant and his or her heirs, executors,
\nadministrators, successors and assigns.<\/p>\n

3.13 Limitations Applicable to Section 16 Persons<\/u>. Notwithstanding any
\nother provision of the Plan or this Agreement, if Participant is subject to
\nSection 16 of the Exchange Act, the Plan, the Performance Shares and this
\nAgreement shall be subject to any additional limitations set forth in any
\napplicable exemptive rule under Section 16 of the Exchange Act (including any
\namendment to Rule 16b-3 under the Exchange Act) that are requirements for the
\napplication of such exemptive rule. To the extent permitted by applicable law,
\nthis Agreement shall be deemed amended to the extent necessary to conform to
\nsuch applicable exemptive rule.<\/p>\n

3.14 Entire Agreement<\/u>. The Plan, the Grant Notice (including all
\nExhibits thereto) and this Agreement constitute the entire agreement of the
\nparties and supersede in their entirety all prior undertakings and agreements of
\nthe Company and Participant with respect to the subject matter hereof, except to
\nthe extent expressly provided otherwise in a written agreement between the
\nCompany or a Subsidiary and Participant.<\/p>\n

A-6<\/p>\n

\n

3.15 Section 409A<\/u>. The Performance Shares are not intended to
\nconstitute “nonqualified deferred compensation” within the meaning of Section
\n409A of the Code (together with any Department of Treasury regulations and other
\ninterpretive guidance issued thereunder, including without limitation any such
\nregulations or other guidance that may be issued after the date hereof,
\n“Section 409A<\/em><\/strong>“). However, notwithstanding any other
\nprovision of the Plan, the Grant Notice or this Agreement, if at any time the
\nAdministrator determines that the Performance Shares (or any portion thereof)
\nmay be subject to Section 409A, the Administrator shall have the right in its
\nsole discretion (without any obligation to do so or to indemnify Participant or
\nany other person for failure to do so) to adopt such amendments to the Plan, the
\nGrant Notice or this Agreement, or adopt other policies and procedures
\n(including amendments, policies and procedures with retroactive effect), or take
\nany other actions, as the Administrator determines are necessary or appropriate
\neither for the Performance Shares to be exempt from the application of Section
\n409A or to comply with the requirements of Section 409A.<\/p>\n

3.16 Limitation on Participant153s Rights<\/u>. Participation in the Plan
\nconfers no rights or interests other than as herein provided. This Agreement
\ncreates only a contractual obligation on the part of the Company as to amounts
\npayable and shall not be construed as creating a trust. Neither the Plan nor any
\nunderlying program, in and of itself, has any assets. Participant shall have
\nonly the rights of a general unsecured creditor of the Company with respect to
\namounts credited and benefits payable, if any, with respect to the Performance
\nShares, and rights no greater than the right to receive the Shares as a general
\nunsecured creditor with respect to Performance Shares, as and when payable
\nhereunder.<\/p>\n

3.17 Claw-Back Policy<\/u>. The Shares shall be subject to any claw-back
\npolicy implemented by the Company, in accordance with Section 11.7(b) of the
\nPlan.<\/p>\n

A-7<\/p>\n

\n

EXHIBIT B <\/strong><\/p>\n

TO PERFORMANCE SHARE AWARD GRANT NOTICE <\/strong><\/p>\n

PERFORMANCE GOALS <\/strong><\/p>\n

[To be specified in individual agreements] <\/strong>\n<\/p>\n

The Target Number of Performance Shares listed in the Performance Share Award
\nGrant Notice (the “Total Target Number<\/em><\/strong>“) shall be
\ndivided into three equal tranches (each, a “Tranche Target
\nNumber<\/em><\/strong>“). Payment of Shares with respect to each Tranche Target
\nNumber of Performance Shares is contingent on the attainment of the Performance
\nGoals listed below for the Performance Period corresponding to such tranche.\n<\/p>\n

Performance Period 1: January 1, 2012 through December 29, 2012<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EPS CAGR for Performance Period 1<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Percentage of Tranche Target Number of
\nPerformance<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

<[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

0%<\/p>\n<\/td>\n<\/tr>\n

\n

179[\u0097]%, <[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

50%<\/p>\n<\/td>\n<\/tr>\n

\n

179[\u0097]%, <[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

179[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

[200%] 1<\/sup><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Performance Period 2: January 1, 2012 through December 28, 2013<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EPS CAGR for Performance Period 2<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Percentage of Tranche Target Number of
\nPerformance<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

<[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

0%<\/p>\n<\/td>\n<\/tr>\n

\n

179[\u0097]%, <[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

50%<\/p>\n<\/td>\n<\/tr>\n

\n

179[\u0097]%, <[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

179[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

[200%] 1<\/sup><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Performance Period 3: January 1, 2012 through January 3, 2015<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EPS CAGR for Performance Period 3<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Percentage of Tranche Target Number of
\nPerformance<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

<[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

0%<\/p>\n<\/td>\n<\/tr>\n

\n

179[\u0097]%, <[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

50%<\/p>\n<\/td>\n<\/tr>\n

\n

179[\u0097]%, <[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

179[\u0097]%<\/p>\n<\/td>\n

<\/td>\n\n

[200%]1<\/sup><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For the purposes of the charts above:<\/p>\n

“Reference Period<\/em><\/strong>” shall mean the most recent
\nfiscal year preceding the beginning of the Performance Period.<\/p>\n

“EPS<\/em><\/strong>” shall mean “diluted earnings per share,”
\nwhich is calculated for the Performance Period by dividing the Company153s net
\nincome available to holders of Common Stock by the weighted average number of
\nShares outstanding, including diluted stock options, over such Performance
\nPeriod.<\/p>\n\n\n\n
\n

1<\/sup><\/p>\n<\/td>\n

\n

Maximum percentage to be specified in each individual award agreement,
\nsubject to a maximum percentage of 200%.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-1<\/p>\n

\n

“EPS CAGR<\/em><\/strong>” shall mean the “compound annual growth
\nrate” of EPS over the Performance Period, using the following formula:<\/p>\n

EPS CAGR shall be calculated using EPS figures reported in the Company153s
\npublic filings with the SEC; provided <\/em>that, if the Company changes its
\nmethod of calculating EPS during the Performance Period, the calculations of EPS
\nduring the Reference Period and the Performance Period shall be made using a
\nsingle, consistent calculation methodology; and, provided further<\/em>, that
\nthe Administrator shall adjust such formula as necessary to correct any
\ndistortion caused by the impact of any negative EPS values, if applicable.<\/p>\n

B-2<\/p>\n

\n

EXHIBIT C <\/strong><\/p>\n

TO PERFORMANCE SHARE AWARD GRANT NOTICE <\/strong><\/p>\n

CONSENT OF SPOUSE <\/strong><\/p>\n

I, , spouse of , have read and approve the foregoing Safeway Inc. Performance
\nShare Award Agreement (the “Agreement<\/em><\/strong>“). In
\nconsideration of issuing to my spouse the shares of the common stock of Safeway
\nInc. set forth in the Agreement, I hereby appoint my spouse as my
\nattorney-in-fact in respect to the exercise of any rights under the Agreement
\nand agree to be bound by the provisions of the Agreement insofar as I may have
\nany rights in said Agreement or any shares of the common stock of Safeway Inc.
\nissued pursuant thereto under the community property laws or similar laws
\nrelating to marital property in effect in the state of our residence as of the
\ndate of the signing of the foregoing Agreement.<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: , 20<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Signature of Spouse<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

C-1<\/p>\n

\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8740],"corporate_contracts_industries":[9499],"corporate_contracts_types":[9539,9546],"class_list":["post-40258","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-safeway-inc","corporate_contracts_industries-retail__food","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40258","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40258"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40258"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40258"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40258"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}