Safeway (SWY)

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.2 and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant. No portion of the Option which has not become vested and exercisable at the date of Participant’s Demotion shall thereafter become vested and exercisable. Notwithstanding the foregoing, in the event of Participant’s Demotion to a position that is eligible for stock option grants at a lower level than the level for which Participant was eligible on the Grant Date (the “New Position”), the immediately preceding sentence shall apply only to that part (if any) of the portion of the Option which has not become vested and exercisable which exceeds the minimum number of stock options to which the New Position is eligible.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of              years following the Grant Date;

(b) If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary Corporation or any “parent corporation” of the Company (as defined in Section 424(e) of the Code), the expiration of five years from the Grant Date;

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(c) The expiration of three months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, unless such termination occurs on or after the Retirement Date or by reason of Participant’s death, Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) or Participant’s engagement in willful misconduct that injures the Company or any of its Subsidiaries;

(d) The expiration of 12 months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, on or after the Retirement Date or by reason of Participant’s death or Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code);

(e) 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 of Exercisability. Immediately prior to the occurrence of a Change in Control, the Option shall vest and become exercisable as to all shares of Stock covered thereby, notwithstanding that the Option may not yet have become fully vested and exercisable under Section 3.1(a).

3.5 Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.2 and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

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(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant. No portion of the Option which has not become vested and exercisable at the date of Participant’s Demotion shall thereafter become vested and exercisable. Notwithstanding the foregoing, in the event of Participant’s Demotion to a position that is eligible for stock option grants at a lower level than the level for which Participant was eligible on the Grant Date (the “New Position”), the immediately preceding sentence shall apply only to that part (if any) of the portion of the Option which has not become vested and exercisable which exceeds the minimum number of stock options to which the New Position is eligible.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of              years following the Grant Date;

(b) If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary Corporation or any “parent corporation” of the Company (as defined in Section 424(e) of the Code), the expiration of five years from the Grant Date;

(c) The expiration of three months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, unless such termination occurs on or after the Retirement Date or by reason of Participant’s death, Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) or Participant’s engagement in willful misconduct that injures the Company or any of its Subsidiaries;

(d) The expiration of 12 months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, on or after the Retirement Date or by reason of Participant’s death or Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code);

(e) 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.

Subject only to the express requirements of applicable employment standards legislation, Participant waives any and all right to compensation or damages in consequence of Termination of Employment (whether lawfully or unlawfully) or otherwise for any reason whatsoever insofar as those rights arise or may arise from Participant ceasing to have rights, or being entitled to any payment, under the Plan pursuant to Section 3.3(c) of this Agreement.

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3.4 Acceleration of Exercisability. Immediately prior to the occurrence of a Change in Control, the Option shall vest and become exercisable as to all shares of Stock covered thereby, notwithstanding that the Option may not yet have become fully vested and exercisable under Section 3.1(a).

3.5 Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.2 and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant. No portion of the Option which has not become vested and exercisable at the date of Participant’s Demotion shall thereafter become vested and exercisable. Notwithstanding the foregoing, in the event of Participant’s Demotion to a position that is eligible for stock option grants at a lower level than the level for which Participant was eligible on the Grant Date (the “New Position”), the immediately preceding sentence shall apply only to that part (if any) of the portion of the Option which has not become vested and exercisable which exceeds the minimum number of stock options to which the New Position is eligible.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of six years following the Grant Date;

(b) If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary Corporation or any “parent corporation” of the Company (as defined in Section 424(e) of the Code), the expiration of five years from the Grant Date;

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(c) The expiration of three months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, unless such termination occurs on or after the Retirement Date or by reason of Participant’s death, Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) or Participant’s engagement in willful misconduct that injures the Company or any of its Subsidiaries;

(d) The expiration of 12 months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, on or after the Retirement Date or by reason of Participant’s death or Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code);

(e) 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 of Exercisability. Immediately prior to the occurrence of a Change in Control, the Option shall vest and become exercisable as to all shares of Stock covered thereby, notwithstanding that the Option may not yet have become fully vested and exercisable under Section 3.1(a).

3.5 Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.2 and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

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(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant. No portion of the Option which has not become vested and exercisable at the date of Participant’s Demotion shall thereafter become vested and exercisable. Notwithstanding the foregoing, in the event of Participant’s Demotion to a position that is eligible for stock option grants at a lower level than the level for which Participant was eligible on the Grant Date (the “New Position”), the immediately preceding sentence shall apply only to that part (if any) of the portion of the Option which has not become vested and exercisable which exceeds the minimum number of stock options to which the New Position is eligible.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of six years following the Grant Date;

(b) If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary Corporation or any “parent corporation” of the Company (as defined in Section 424(e) of the Code), the expiration of five years from the Grant Date;

(c) The expiration of three months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, unless such termination occurs on or after the Retirement Date or by reason of Participant’s death, Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) or Participant’s engagement in willful misconduct that injures the Company or any of its Subsidiaries;

(d) The expiration of 12 months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, on or after the Retirement Date or by reason of Participant’s death or Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code);

(e) 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.

Subject only to the express requirements of applicable employment standards legislation, Participant waives any and all right to compensation or damages in consequence of Termination of Employment (whether lawfully or unlawfully) or otherwise for any reason whatsoever insofar as those rights arise or may arise from Participant ceasing to have rights, or being entitled to any payment, under the Plan pursuant to Section 3.3(c) of this Agreement.

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3.4 Acceleration of Exercisability. Immediately prior to the occurrence of a Change in Control, the Option shall vest and become exercisable as to all shares of Stock covered thereby, notwithstanding that the Option may not yet have become fully vested and exercisable under Section 3.1(a).

3.5 Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.2 and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Directorship shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of ten years from the Grant Date;

(b) The expiration of 12 months following the date of Participant’s death;

(c) The expiration of 12 months following the date of Participant’s Termination of Directorship by reason of Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code); or

(d) The expiration of three months following the date of Participant’s Termination of Directorship for any reason other than Participant’s death or Participant’s “permanent and total disability” (as defined in Section 22(e)(3) of the Code), unless Participant dies within such three-month period.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.2 and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of six years following the Grant Date;

(b) If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary Corporation or any “parent corporation” of the Company (as defined in Section 424(e) of the Code), the expiration of five years from the Grant Date;

(c) The expiration of three months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, unless such termination occurs on or after the Retirement Date or by reason of Participant’s death, Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) or Participant’s engagement in willful misconduct that injures the Company or any of its Subsidiaries;

(d) The expiration of 12 months following the date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, on or after the Retirement Date or by reason of Participant’s death or Participant’s “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code);

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(e) 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 of Exercisability. Immediately prior to the occurrence of a Change in Control, the Option shall vest and become exercisable as to all shares of Stock covered thereby, notwithstanding that the Option may not yet have become fully vested and exercisable under Section 3.1(a).

3.5 Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.