Safeway 2013 Annual Report Download - page 162

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(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator and to the extent the Option is
not intended to qualify as an Incentive Stock Option, the Option may be transferred to one or more Permitted Transferees, subject to the terms and
conditions set forth in Section 11.1(b) of the Plan.
(c) Unless transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of Participant, only
Participant may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Administrator may require, a Permitted
Transferee may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant, any exercisable portion of the
Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by
any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.
5.3 Restrictive Legends and Stop-Transfer Orders .
(a) The share certificate or certificates evidencing the shares of Stock purchased hereunder shall be endorsed with any legends
that may be required by any applicable federal, state or foreign securities laws.
(b) Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
(c) The Company shall not be required: (i) to transfer on its books any shares of Stock that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such shares of Stock or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.
5.4 Shares to Be Reserved. The Company shall at all times during the term of the Option reserve and keep available such number of shares
of Stock as will be sufficient to satisfy the requirements of this Agreement.
5.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the
Secretary of the Company at the address for the Company appearing on the Grant Notice, and any notice to be given to Participant shall be addressed
to Participant at the address appearing for the Participant on the Grant Notice or at the last known address for Participant contained in the Company’s
records. By a notice given pursuant to this Section 5.5, either party may thereafter designate a different address for notices to be given to that party.
Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise Participant’s
Option pursuant to Section 4.1 by written notice under this Section 5.5. Any notice shall be deemed duly given when sent via email or enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service.
5.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this
Agreement.
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