Safeway 2013 Annual Report Download - page 158

(e) With respect to Options that are vested and exercisable as of the date of Participant’s Retirement or Participant’s “permanent
and total disability” (within the meaning of Section 22(e)(3) of the Code), the expiration of 12 months following the date of such termination, and
with respect to each installment that vests and becomes exercisable following such date of termination in accordance with Section 3.4(c) and (d), the
expiration of 12 months following each such vesting date with respect to each such installment; or
(f) The date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy by the
Company or any Parent or Subsidiary by reason of Participant’s engagement in willful misconduct that injures the Company or any of its Subsidiaries;
or
Participant acknowledges that an Incentive Stock Option exercised more than three months after Participant’s Termination of Employment,
other than by reason of death or Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code), will be taxed as a
Non-Qualified Stock Option.
3.4 Acceleration/Continuation of Exercisability. After giving effect to Section 3.1(c) and notwithstanding any contrary provision of this
Agreement:
(a) In the event of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as
applicable, by reason of Participant’s death, the Option shall become fully vested and exercisable with respect to all shares of Stock covered thereby
upon the date of such termination.
(b) 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 Option shall vest and become exercisable as follows:
(i) If the Administrator reasonably determines in good faith, prior to the occurrence of the Change in Control, that the
Option will not be honored or assumed, or new rights that substantially preserve the terms of the Option substituted therefor, by Participant’s employer
(or the parent of such employer) immediately following the Change in Control, the Option shall become fully vested and exercisable with respect to all
shares of Stock covered thereby immediately prior to the Change in Control.
(ii) If the Administrator determines that the Options have been assumed and, prior to vesting of the Option, 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 Option shall become fully vested and exercisable with respect to all shares of Stock
covered thereby immediately upon such Termination of Services.
(c) In the event of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as
applicable, by reason of the Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code), the Option shall
continue to become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice following the date of such
termination; provided, that in the event of Participant’s subsequent death or the circumstances specifically contemplated by Sections 3.4(b)(i) and
3.4(b)(ii), the Option shall become fully vested and exercisable with respect to all shares of Stock covered thereby immediately prior to or upon such
event.
(d) In the event of Participant’s Termination of Employment or Termination of Directorship, as applicable, by reason of the
Participant’s Retirement at least 12 months following the Grant
A-4