AMONGAgreement and Plan of Merger • October 19th, 1998 • Safeway Inc • Retail-grocery stores • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG SAFEWAY INC., SSCI MERGER SUB, INC. AND THE VONS COMPANIES, INC.Agreement and Plan of Merger • December 17th, 1996 • Safeway Inc • Retail-grocery stores • New York
SAFEWAY INC. FIRST AMENDMENT TO CREDIT AGREEMENT DATED AS OF MARCH 19, 1999Credit Agreement • May 9th, 2000 • Safeway Inc • Retail-grocery stores • New York
SAFEWAY INC. STOCK OPTION AGREEMENTStock Option Agreement • March 26th, 1997 • Safeway Inc • Retail-grocery stores • California
RECITALSSubscription Agreement • October 8th, 1996 • Safeway Inc • Retail-grocery stores • Delaware
SAFEWAY INC.Safeway Inc • November 5th, 2001 • Retail-grocery stores • New York
1 Joint Filing AgreementJoint Filing Agreement • October 19th, 1998 • Safeway Inc • Retail-grocery stores
EXHIBIT 10(iii).24 SEPARATION AGREEMENT DREILING, as used herein, refers to Richard W. Dreiling, and his marital community, heirs, executors, administrators and assigns. SAFEWAY, as used herein, refers to Safeway Inc., and its successors and assigns,...Separation Agreement • March 27th, 2003 • Safeway Inc • Retail-grocery stores
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2012 • Safeway Inc • Retail-grocery stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 2012 by and between Safeway Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
SAFEWAY INC. 2.50% Note Due 2005Safeway Inc • October 29th, 2003 • Retail-grocery stores • New York
1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 22, 1999Agreement and Plan of Merger • August 4th, 1999 • Safeway Inc • Retail-grocery stores • Texas
SAFEWAY INC.Safeway Inc • September 14th, 1999 • Retail-grocery stores • New York
FIRST AMENDMENT TOAgreement and Plan of Merger • January 10th, 1997 • Safeway Inc • Retail-grocery stores
SAFEWAY INC.Safeway Inc • July 16th, 2002 • Retail-grocery stores • New York
SAFEWAY INC. INDENTURESafeway Inc • August 4th, 1997 • Retail-grocery stores • New York
25,000,000 Shares SAFEWAY INC. Common Stock, Par Value $0.01 Per ShareSafeway Inc • July 10th, 1998 • Retail-grocery stores • New York
1 EXHIBIT 99.2 VOTING AGREEMENT VOTING AGREEMENT (this "Agreement"), dated as of July 22, 1999, by and among Onstead Interests, Ltd., a Texas limited partnership ("Shareholder"), Safeway Inc., a Delaware corporation ("Parent"), and SI Merger Sub,...Voting Agreement • August 4th, 1999 • Safeway Inc • Retail-grocery stores • Texas
1 EXHIBIT 2 AMENDED AND RESTATED STOCK REPURCHASE AGREEMENT This Amended and Restated Stock Repurchase Agreement, dated as of January 8, 1997 (this "Agreement"), is made and entered into by Safeway Inc., a Delaware corporation ("Parent"), and SSI...Stock Repurchase Agreement • January 10th, 1997 • Safeway Inc • Retail-grocery stores • New York
SAFEWAY INC., ISSUER ANDSupplemental Indenture • March 24th, 1998 • Safeway Inc • Retail-grocery stores • New York
SAFEWAY INC., ISSUER ANDSupplemental Indenture • March 24th, 1998 • Safeway Inc • Retail-grocery stores • New York
1 EXHIBIT 4.5 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AMENDMENT, dated as of July 22, 1999 (this "Amendment"), among Safeway Inc. (successor to Safeway Stores Holdings Corporation), a Delaware corporation (the "Company"), KKR Partners II, L.P., a...Registration Rights Agreement • August 9th, 1999 • Safeway Inc • Retail-grocery stores • New York
SAFEWAY INC.Safeway Inc • January 31st, 2001 • Retail-grocery stores • New York
SAFEWAY INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Rights Agreement Dated as of September 17, 2013Rights Agreement • September 18th, 2013 • Safeway Inc • Retail-grocery stores • Delaware
Company on the outstanding Common Stock in Common Stock or pursuant to a split or subdivision of the outstanding Common Stock). However, if upon acquiring beneficial ownership of one or more additional shares of Common Stock, the Existing Holder does not beneficially own 10% or more (15% or more in the case of a passive institutional investor) of the Common Stock then outstanding, the Existing Holder shall not be deemed to be an “Acquiring Person” for purposes of the Agreement.
ContractSafeway Inc • December 7th, 2011 • Retail-grocery stores • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
FLOATING RATE NOTES DUE 2013 UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2012 • Safeway Inc • Retail-grocery stores • New York
Safeway Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc. and U.S. Bancorp Investments, Inc. are acting as representatives (together, the “Representatives”), $250,000,000 in aggregate principal amount of its Floating Rate Notes due 2013 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of September 10, 1997 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor in interest to The Bank of New York, as Trustee (the “Trustee”).
SAFEWAY INC. SUPPLEMENTAL INDENTURESupplemental Indenture • October 10th, 2014 • Safeway Inc • Retail-grocery stores • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is entered into as of October 6, 2014, between Safeway Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a bank duly organized and existing under the laws of the United States, as trustee (the “Trustee”), under that certain Indenture, dated as of September 10, 1997 (the “Original Indenture”), as amended and supplemented by that certain Officers’ Certificate Pursuant to Sections 2.2 and 10.4 of the Original Indenture, dated December 5, 2011 (the “Officers’ Certificate”), with respect to the Company’s 3.40% Notes Due 2016 (as so amended, the “Indenture”).
1 EXHIBIT 1 AGREEMENT AND PLAN OF MERGER AMONG SAFEWAY INC., WINDY CITY ACQUISITION CORP. AND DOMINICK'S SUPERMARKETS, INC. DATED AS OF OCTOBER 13, 1998 2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of October 13, 1998 (the...Exhibit 1 Agreement and Plan of Merger • October 19th, 1998 • Safeway Inc • Retail-grocery stores • Delaware
AMONG SAFEWAY INC. AND CANADA SAFEWAY LIMITED, AS BORROWERS,Credit Agreement • July 31st, 2001 • Safeway Inc • Retail-grocery stores • New York
BLACKHAWK MARKETING SERVICES, INC. FOR ELIGIBLE EMPLOYEES OF SAFEWAY INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 28th, 2006 • Safeway Inc • Retail-grocery stores
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.
CASA LEY CONTINGENT VALUE RIGHTS AGREEMENT BY AND AMONG AB ACQUISITION LLC, SAFEWAY INC. THE SHAREHOLDER REPRESENTATIVE, AS DEFINED HEREIN AND COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENT DATED AS OF JANUARY 30, 2015Contingent Value Rights Agreement • January 30th, 2015 • Safeway Inc • Retail-grocery stores • Delaware
THIS CASA LEY CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 30, 2015 (this “Agreement”), is entered into by and among AB Acquisition LLC, a Delaware limited liability company (“Ultimate Parent”), Safeway Inc., a Delaware corporation (the “Company”), Computershare Inc. (“Computershare”) and its wholly owned subsidiary, Computershare Trust Company, N.A. together as rights agent (the “Rights Agent”) and the Shareholder Representative.
SAFEWAY INC. 2007 EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 26th, 2014 • Safeway Inc • Retail-grocery stores • Delaware
Safeway Inc., a Delaware corporation, (the “Company”), pursuant to its 2007 Equity and Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Holder”), an award of restricted stock units (the “RSUs”). This award of RSUs is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit 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 Unit Agreement.
1 EXHIBIT 10(iii).23 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of August 14, 2000 by and between Safeway Inc., a Delaware corporation ("Safeway") and Vasant Prabhu ("Prabhu"). WHEREAS, Safeway has offered...Employment Agreement • March 26th, 2001 • Safeway Inc • Retail-grocery stores • California
CREDIT AGREEMENT DATED AS OF JUNE 1, 2011 among SAFEWAY INC. and CANADA SAFEWAY LIMITED, as Borrowers, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES LLC, as Joint Bookrunners and Joint Lead Arrangers, DEUTSCHE BANK...Credit Agreement • June 7th, 2011 • Safeway Inc • Retail-grocery stores • New York
This CREDIT AGREEMENT is dated as of June 1, 2011 and entered into by and among SAFEWAY INC., a Delaware corporation (“Company”), and CANADA SAFEWAY LIMITED, an Alberta corporation (“Canada Safeway”; and together with Company, “Borrowers”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”) and J.P. MORGAN SECURITIES LLC (“JPMS”), as joint lead arrangers and joint bookrunners (“Joint Bookrunners”), DEUTSCHE BANK SECURITIES INC. (“DBSI”), BNP PARIBAS SECURITIES CORP. (“BNPS”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”) and WELLS FARGO SECURITIES, LLC (“WFS”), as joint lead arrangers (together with Joint Bookrunners, the “Joint Lead Arrangers”), DEUTSCHE BANK AG NEW YORK BRANCH (“Deutsche Bank”), as administrative agent for the Domestic Lenders (as defined herein) (in such capacity, “Domestic Administrative Agent”), DEUTSCHE BANK AG CANADA BRANCH (“Deutsche Bank Canada”), as administrative agent for the Canadian Lenders (as defined herein) (in such capacity, “Canadian Adminis
SAFEWAY INC. AMENDED AND RESTATED AGREEMENT WITH STEVEN A. BURD FOR SUPPLEMENTAL RETIREMENT BENEFIT PreambleSafeway Inc • March 3rd, 2009 • Retail-grocery stores • California
This Agreement for a supplemental retirement benefit (this “Agreement”), effective as of March 10, 2005, has been amended and restated retroactive to its effective date and is entered into by and between Safeway Inc., a Delaware corporation (the “Company”) and Steven A. Burd (the “Executive”). This Agreement is intended to be an unfunded deferred compensation arrangement for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This Agreement is intended to comply with the rules under Section 409A of the Internal Revenue Code of 1986 (the “Code”).
AMENDED AND RESTATED TAX SHARING AGREEMENT by and among SAFEWAY INC. AND ITS AFFILIATES, and BLACKHAWK NETWORK HOLDINGS, INC. AND ITS AFFILIATESTax Sharing Agreement • April 14th, 2014 • Safeway Inc • Retail-grocery stores • Delaware
This AMENDED AND RESTATED TAX SHARING AGREEMENT (this “Agreement”) is effective as of the Distribution (as defined herein) by and among Safeway Inc., a Delaware corporation (“Safeway”), each Safeway Affiliate (as defined below), Blackhawk Network Holdings, Inc., a Delaware corporation and currently a majority-owned subsidiary of Safeway (“Blackhawk”), and each Blackhawk Affiliate (as defined below) (“Effective Date”).
