Safeway 2013 Annual Report Download - page 176

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.
5.7 Governing Law; Severability. This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware,
without regard to the conflicts of laws principles thereof. Should any provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.
5.8 Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with all
applicable federal, state and foreign securities laws (including the Securities Act and the Exchange Act) and any and all regulations and rules
promulgated thereunder by the Securities and Exchange Commission or any other governmental regulatory body. Notwithstanding anything herein to
the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules
and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.
5.9 Amendments. This Agreement may not be modified, amended or terminated, except by an instrument in writing, signed by a duly
authorized representative of the Company and, to the extent any such modification, amendment or termination may adversely affect the rights of
Participant or such other person as may be permitted to exercise the Option pursuant to Section 4.1, by Participant or such other person, except as
otherwise provided under the terms of the Plan.
5.10 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section
5.2, this Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, successors and assigns.
5.11 Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the
Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within
two years from the Grant Date or (b) within one year after the transfer of such shares to Participant. Such notice shall specify the date of such
disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such
disposition or other transfer.
5.12 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or this Agreement, if Participant is
subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are
requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the
extent necessary to conform to such applicable exemptive rule.
5.13 Entire Agreement . The Plan, the Grant Notice (including all Exhibits thereto) and this Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof,
except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
5.14 Section 409A. This Option is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A
of the Code (together with any Department of Treasury
A-9