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SWY » Topics » NON-EMPLOYEE DIRECTORS II

This excerpt taken from the SWY 10-K filed Mar 3, 2009.

NON-EMPLOYEE DIRECTORS II

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">(Amended and Restated Effective January 1, 2009)

FACE="Times New Roman" SIZE="2">ARTICLE I

1.1 Introduction.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (a)The name of this plan is the “Deferred Compensation Plan for Safeway Non-Employee Directors II” (the “Plan”). Its purpose is to provide non-employee Directors of
the Company with increased flexibility in timing the receipt of board service fees and to assist the Company in attracting and retaining qualified individuals to serve as Directors. The Plan is effective as of January 1, 2005, and amended and
restated as of January 1, 2009. Between January 1, 2005 and December 31, 2008, the Plan operated in good faith compliance with the guidance issued under Internal Revenue Code Section 409A.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (b)The Plan is the successor plan to the Deferred Compensation Plan for Safeway Non-Employee Directors (the “Prior Plan”). Effective December 31, 2004, the Prior Plan
was frozen and no new deferrals will be made under it; provided, however, that any deferrals made under the Prior Plan before January 1, 2005 will continue to be governed by the terms and conditions of the Prior Plan as in effect on
December 31, 2004 or on the date of any later amendment, provided that such amendment is not a material modification of the Prior Plan under Section 409A of the Code and regulations promulgated thereunder.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (c)Any deferrals made under the Prior Plan after December 31, 2004 are deemed to have been made under the Plan and all such deferrals are governed by the terms and conditions of
the Plan as it may be amended from time to time.

 






 (d)The Plan is intended to comply with the requirements of Section 409A of the Code.

FACE="Times New Roman" SIZE="2">1.2 Definitions. Whenever used in this Plan, the following terms shall have the meaning set forth below:

 






 (a)“Annual Fee” means the base annual fee payable to a Director for the Director’s service as a member of the Board, as determined by the Board from time to time,
exclusive of any other fees, including, but not limited to, annual fees for committee membership.










 (b)“Automatic Deferral” means the automatic deferral as described in Section 3.1 below.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (c)“Board” means the Board of Directors of the Company.

 






 (d)“Closing Price” means the closing price of the Company’s Common Stock as reported in The Wall Street Journal.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (e)“Code” means the Internal Revenue Code of 1986, as amended.

 






 (f)“Common Stock” means the Common Stock, par value $.01 per share, of Safeway Inc.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (g)“Company” means Safeway Inc.

 






 (h)“Compensation” means all remuneration paid to a Director for services as a Director other than reimbursement for expenses and shall include, but not be limited to, Annual
Fees and fees for committee membership.

 






 (i)“Director” means any individual serving on the Board who is not an employee of the Company or any of its direct or indirect subsidiaries.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (j)“Elective Deferral” means a Participant’s elective deferral as described in Section 3.2 below.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (k)“Participant” means a Director who receives Compensation from the Company in any Plan Year.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (l)“Plan Administrator” means a committee consisting of one or more senior executives of the Company designated by the Chief Executive Officer of the Company.

 






 (m)“Plan” means the Deferred Compensation Plan for Safeway Non-Employee Directors II, effective as of January 1, 2005, and as amended thereafter.

 






 (n)“Plan Year” means the calendar year.

 






 (o)“Prior Plan” means Deferred Compensation Plan for Safeway Non-Employee Directors.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (p)“Separation from Service” or “Separates from Service” means termination of a Director’s service as a non-employee member of the Board consistent with Code
Section 409A and the regulations promulgated thereunder.
This excerpt taken from the SWY 10-K filed Feb 26, 2008.

NON-EMPLOYEE DIRECTORS II

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">(Amended and Restated Effective January 1, 2008)

SIZE="2">ARTICLE I

1.1 Introduction.

 






 (a)The name of this plan is the “Deferred Compensation Plan for Safeway Non-Employee Directors II” (the “Plan”). Its purpose is to provide non-employee Directors of the
Company with increased flexibility in timing the receipt of board service fees and to assist the Company in attracting and retaining qualified individuals to serve as Directors. The Plan is effective as of January 1, 2005.

 






 (b)The Plan is the successor plan to the Deferred Compensation Plan for Safeway Non-Employee Directors (the “Prior Plan”). Effective December 31, 2004, the Prior Plan was frozen
and no new deferrals will be made under it; provided, however, that any deferrals made under the Prior Plan before January 1, 2005 will continue to be governed by the terms and conditions of the Prior Plan as in effect on December 31, 2004
or on the date of any later amendment, provided that such amendment is not a material modification of the Prior Plan under Section 409A of the Code and regulations promulgated thereunder.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (c)Any deferrals made under the Prior Plan after December 31, 2004 are deemed to have been made under the Plan and all such deferrals are governed by the terms and conditions of the Plan as
it may be amended from time to time.

 






 (d)The Plan is intended to comply with the requirements of Section 409A of the Code.

FACE="ARIAL" SIZE="2">1.2 Definitions. Whenever used in this Plan, the following terms shall have the meaning set forth below:

 






 (a)“Automatic Deferral” means the automatic deferral of fifty percent of a Director’s Compensation as described in Section 3.1 below.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (b)“Board” means the Board of Directors of the Company.

 






 (c)“Closing Price” means the closing price of the Company’s Common Stock as reported in The Wall Street Journal.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (d)“Code” means the Internal Revenue Code of 1986, as amended.










 (e)“Common Stock” means the Common Stock, par value $.01 per share, of Safeway Inc.

 






 (f)“Company” means Safeway Inc.

 






 (g)“Compensation” means all remuneration paid to a Director for services as a Director other than reimbursement for expenses and shall include, but not be limited to, monthly fees for
service and fees for attendance at meetings.

 






 (h)“Director” means any individual serving on the Board who is not an employee of the Company or any of its direct or indirect subsidiaries.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (i)“Elective Deferral” means a Participant’s elective deferral as described in Section 3.2 below.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (j)“Participant” means a Director who receives Compensation from the Company in any Plan Year.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (k)“Plan Administrator” means a committee consisting of one or more senior executives of the Company designated by the Chief Executive Officer of the Company.

 






 (l)“Plan” means the Deferred Compensation Plan for Safeway Non-Employee Directors II, effective as of January 1, 2005
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (m)“Plan Year” means the calendar year.

 






 (n)“Prior Plan” means Deferred Compensation Plan for Safeway Non-Employee Directors.

 






 (o)“Separation from Service” means termination of a Director’s service as a non-employee member of the Board consistent with Code Section 409A and the regulations promulgated
thereunder.

EXCERPTS ON THIS PAGE:

10-K
Mar 3, 2009
10-K
Feb 26, 2008

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