SWY » Topics » RESTRICTED STOCK AGREEMENT

This excerpt taken from the SWY 8-K filed Feb 28, 2006.

RESTRICTED STOCK AGREEMENT

Safeway Inc., a Delaware corporation (the “Company”), pursuant to its Blackhawk Marketing Services, Inc. 2006 Restricted Stock Plan for Eligible Employees of Safeway Inc. (the “Plan”), hereby grants to the individual listed below (“Employee”), the right to purchase the number of shares of common stock, par value $0.001 per share, of Blackhawk Marketing Services, Inc., an Arizona corporation (“Blackhawk”), set forth below (the “Restricted Shares”) at the purchase price set forth below. This restricted stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Agreement attached hereto as Exhibit “A” (the “Restricted Stock 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 Restricted Stock Agreement.

 

Employee:   
Grant Date:   
Purchase Price per Share:   
Total Number of Restricted Shares:   
Vesting Schedule:    As of the Grant Date,         % of the Restricted Shares shall not be subject to the Restrictions (as defined in the Restricted Stock Agreement). As of the Grant Date,         % of the Restricted Shares shall be subject to the Restrictions. Subject to the terms and conditions of the Plan, this Grant Notice and the Restricted Stock Agreement, the Restrictions shall lapse as to:
  

(i)           % of the Restricted Shares on January 31, 200  ,

(ii)          % of the Restricted Shares on January 31, 200  ,

(iii)         % of the Restricted Shares on January 31, 200  , and

(iv)         % of the Restricted Shares on January 31, 200  .

   In no event, however, shall the Restrictions lapse as to any additional Restricted Shares after Employee’s Termination of Employment.

By his or her signature and the Company’s signature below, Employee agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. Employee has reviewed the Plan, the Restricted Stock Agreement, 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 the Plan, the Restricted Stock Agreement and this Grant Notice. Employee hereby agrees to accept as binding, conclusive and final all


decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, the Restricted Stock Agreement or the Grant Notice. If Employee is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit “E”.

 

SAFEWAY INC.:

     EMPLOYEE:
By:           By:      
Print Name:             
Title:             
Address:  

5918 Stoneridge Mall Road

Pleasanton, CA 94588

     Address:   

5918 Stoneridge Mall Road

Pleasanton, CA 94588

 

Attachments:     Restricted Stock Agreement (Exhibit A)
         Stockholders’ Agreement (Exhibit B)
         Assignment Separation from Certificate (Exhibit C)
         Joint Escrow Instructions (Exhibit D)
         Consent of Spouse (Exhibit E)
         Form of Internal Revenue Code Section 83(b) Election and Instructions (Exhibit F)
             - Election under Internal Revenue Code Section 83(b) (Attachment 1 to Exhibit F)
             - Sample Cover Letter to Internal Revenue Service (Attachment 2 to Exhibit F)

 

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