Safeway 2013 Annual Report Download - page 161

(d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which
may be in one or more of the forms of consideration permitted under Section 4.4;
(e) Unless a Registration Statement under the Securities Act is in effect with respect to the shares of Stock to be issued, the
receipt of a written representation of Participant that the shares of Stock are being acquired by Participant for investment and with no present intention
of selling or transferring them and that Participant will not sell or otherwise transfer the shares except in compliance with all applicable securities laws;
and
(f) The lapse of such reasonable period of time following the exercise of the Option and the satisfaction of all other conditions to
issuance as the Administrator may from time to time establish for reasons of administrative convenience.
4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company
in respect of any shares purchasable upon the exercise of any part of the Option unless and until such shares shall have been issued by the Company
to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No
adjustment will be made for a dividend or other right for which the record date is prior to the date the shares are issued, except as provided in Section
11.3 of the Plan.
ARTICLE V
OTHER PROVISIONS
5.1 Administration. The Administrator shall have the power to (a) interpret the Plan and this Agreement, (b) adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules and (c) amend
this Agreement, subject to Section 5.9. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be
binding, conclusive and final upon Participant, the Company and all other interested persons. No member of the Administrator shall be personally
liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option. In its discretion, the
Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan except with respect to matters
which under Rule 16b‑3 or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the discretion
of the Administrator.
5.2 Option Not Transferable.
(a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the
laws of descent and distribution. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or
engagements of Participant or Participant’s successors in interest or shall be subject to sale or other disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such sale or other disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted sale or other
disposition thereof shall be null and void and of no effect, except to the extent that such sale or other disposition is permitted by the preceding
sentence.
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