Safeway 2013 Annual Report Download - page 160

(c) Such representations and documents as the Administrator, in its discretion, deems necessary or advisable to effect compliance
with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its
discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer orders to transfer agents and registrars; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than
Participant, appropriate proof of the right of such person or persons to exercise the Option.
4.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of
Participant:
(a) cash;
(b) check;
(c) to the extent permitted under applicable laws, delivery of a notice that Participant has placed a market sell order with a broker
with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the
Company upon settlement of such sale;
(d) with the consent of the Administrator, through the delivery of shares of Stock which have been owned by Participant for at
least six months, duly endorsed for transfer to the Company with a Fair Market Value on the date of exercise equal to the aggregate exercise price of
the Option or exercised portion thereof; or
(e) any combination of the foregoing.
4.5 Conditions to Issuance of Shares. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be
either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid
and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion
thereof prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges on which such Stock is then listed;
(b) The completion of any registration or other qualification of such shares under any federal, state or foreign law or under
rulings or regulations promulgated by the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator
shall, in its discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any federal, state or foreign governmental agency which the
Administrator shall, in its discretion, determine to be necessary or advisable;
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