{"id":40622,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-grant-notice-safeway-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-grant-notice-safeway-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-grant-notice-safeway-inc.html","title":{"rendered":"Stock Option Grant Notice – Safeway Inc."},"content":{"rendered":"

SAFEWAY INC. <\/strong><\/p>\n

2011 EQUITY AND INCENTIVE AWARD PLAN <\/strong><\/p>\n

STOCK OPTION GRANT NOTICE <\/strong><\/p>\n

Safeway Inc., a Delaware corporation, (the
\n“Company<\/em><\/strong>“), pursuant to its 2011 Equity and Incentive
\nAward Plan, as amended from time to time (the
\n“Plan<\/em><\/strong>“), hereby grants to the holder listed below
\n(“Participant<\/em><\/strong>“), an option to purchase the number of
\nshares of Common Stock set forth below (the
\n“Option<\/em><\/strong>“). This Option is subject to all of the terms
\nand conditions set forth herein and in the Stock Option Agreement attached
\nhereto as Exhibit A<\/u> (the “Stock Option
\nAgreement<\/em><\/strong>“) and the Plan, each of which are incorporated herein by
\nreference. Unless otherwise defined herein, the terms defined in the Plan shall
\nhave the same defined meanings in this Grant Notice and the Stock Option
\nAgreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Participant:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[ <\/u>]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Grant Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[ <\/u>]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Exercise Price per Share:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$[ <\/u>]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total Exercise Price:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$ [ <\/u>]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total Number of Shares<\/strong><\/p>\n

Subject to the Option:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[ <\/u>] shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Expiration Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[ <\/u>]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Vesting Schedule:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

[To be specified in individual agreements]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Type of Option: <\/strong> \u00a8 Incentive Stock Option \u00a8 Non-Qualified
\nStock Option<\/p>\n

By his or her signature and the Company153s signature below, Participant agrees
\nto be bound by the terms and conditions of the Plan, the Stock Option Agreement
\nand this Grant Notice. Participant has reviewed the Stock Option Agreement, the
\nPlan and this Grant Notice in their entirety, has had an opportunity to obtain
\nthe advice of counsel prior to executing this Grant Notice and fully understands
\nall provisions of this Grant Notice, the Stock Option Agreement and the Plan.
\nParticipant hereby agrees to accept as binding, conclusive and final all
\ndecisions or interpretations of the Administrator upon any questions arising
\nunder the Plan, this Grant Notice or the Stock Option Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SAFEWAY INC.:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

PARTICIPANT:<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Print Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Print Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

EXHIBIT A <\/strong><\/p>\n

TO STOCK OPTION GRANT NOTICE <\/strong><\/p>\n

STOCK OPTION AGREEMENT : NON CANADIAN PARTICIPANTS
\n<\/strong><\/p>\n

Pursuant to the Stock Option Grant Notice (the “Grant
\nNotice<\/em><\/strong>“) to which this Stock Option Agreement (this
\n“Agreement<\/em><\/strong>“) is attached, Safeway Inc., a Delaware
\ncorporation (the “Company<\/em><\/strong>“), has granted to
\nParticipant an option (the “Option<\/em><\/strong>“) to purchase the
\nnumber of shares of the Company153s Common Stock, par value $0.01 per share
\n(“Stock<\/em><\/strong>“), specified in the Grant Notice, upon the
\nterms and conditions set forth in the Safeway Inc. 2011 Equity and Incentive
\nAward Plan, as such plan may be amended from time to time (the
\n“Plan<\/em><\/strong>“), the Grant Notice and this Agreement.<\/p>\n

ARTICLE I <\/strong><\/p>\n

GENERAL <\/strong><\/p>\n

1.1 Defined Terms<\/u>. Wherever the following terms are used in this
\nAgreement they shall have the meanings specified below, unless the context
\nclearly indicates otherwise. Capitalized terms not specifically defined herein
\nshall have the meanings specified in the Grant Notice or, if not defined
\ntherein, the Plan.<\/p>\n

“Demotion<\/em><\/strong>” shall mean the demotion of Participant
\nto a position within the Company or a Subsidiary which is not then eligible for
\ngrants of stock options or to a position that is eligible for stock option
\ngrants at a lower level than the level for which Participant was eligible on the
\nGrant Date. Notwithstanding the foregoing, the Chief Executive Officer of the
\nCompany may make adjustments, in his discretion, to the foregoing definition in
\nthe event of the transfer, illness or disability of Participant, the occurrence
\nof a force majeure event (including without limitation acts of God, strikes or
\nlabor disturbances) affecting Participant153s position or other similar
\ncircumstances.<\/p>\n

“Retirement Date<\/em><\/strong>” shall mean the date Participant
\nattains the age of 55.<\/p>\n

1.2 Incorporation of Terms of Plan<\/u>. The Option is subject to the terms
\nand conditions of the Plan which are incorporated herein by reference.<\/p>\n

ARTICLE II <\/strong><\/p>\n

GRANT OF OPTION <\/strong><\/p>\n

2.1 Grant of Option<\/u>. In consideration of Participant153s agreement to
\nremain in the service or employ of the Company or a Subsidiary and for other
\ngood and valuable consideration, effective as of the “Grant Date” set forth in
\nthe Grant Notice (the “Grant Date<\/em><\/strong>“), the Company
\nirrevocably grants to Participant an Option to purchase any part or all of an
\naggregate of the number of shares of Stock set forth in the Grant Notice, upon
\nthe terms and conditions set forth in the Plan, the Grant Notice and this
\nAgreement, subject to adjustment as provided in Section 11.3 of the Plan. Unless
\ndesignated as an Incentive Stock Option in the Grant Notice, the Option shall be
\na Non-Qualified Stock Option.<\/p>\n

2.2 Exercise Price<\/u>. The exercise price of the shares of Stock subject
\nto the Option shall be as set forth in the Grant Notice, without commission or
\nother charge; provided<\/em>, however<\/em>, that the exercise price per
\nshare of Stock subject to the Option shall not be less than 100% of the Fair
\nMarket Value of a share of Stock on the Grant Date. Notwithstanding the
\nforegoing, if this Option is designated as an<\/p>\n

\n

Incentive Stock Option and Participant owns (within the meaning of Section
\n424(d) of the Code) more than 10% of the total combined voting power of all
\nclasses of stock of the Company or any Subsidiary Corporation or “parent
\ncorporation” of the Company (as defined in Section 424(e) of the Code), the
\nexercise price per share of Stock subject to the Option shall not be less than
\n110% of the Fair Market Value of a share of Stock on the Grant Date (or the date
\nthe Option is modified, extended or renewed for purposes of Section 424(h) of
\nthe Code).<\/p>\n

2.3 Consideration to the Company; No Employment Rights<\/u>. In
\nconsideration of the grant of the Option by the Company, Participant agrees to
\nrender faithful and efficient services to the Company or any Subsidiary. Nothing
\nin the Plan or this Agreement shall confer upon Participant any right to
\ncontinue in the employ or service of the Company or any Subsidiary or shall
\ninterfere with or restrict in any way the rights of the Company and its
\nSubsidiaries, which rights are hereby expressly reserved, to discharge or
\nterminate the services of Participant at any time for any reason whatsoever,
\nwith or without cause, except to the extent expressly provided otherwise in a
\nwritten agreement between the Company or a Subsidiary and Participant.<\/p>\n

ARTICLE III <\/strong><\/p>\n

PERIOD OF EXERCISABILITY <\/strong><\/p>\n

3.1 Commencement of Exercisability<\/u>.<\/p>\n

(a) Subject to Sections 3.2, 3.3 and 3.4, the Option shall become vested and
\nexercisable in such amounts and at such times as are set forth in the Grant
\nNotice.<\/p>\n

(b) No portion of the Option which has not become vested and exercisable at
\nthe date of Participant153s Termination of Employment, Termination of Directorship
\nor Termination of Consultancy, as applicable, shall thereafter become vested and
\nexercisable, except as may be otherwise provided by the Administrator or as set
\nforth in a written agreement between the Company and Participant. No portion of
\nthe Option which has not become vested and exercisable at the date of
\nParticipant153s Demotion shall thereafter become vested and exercisable.
\nNotwithstanding the foregoing, in the event of Participant153s Demotion to a
\nposition that is eligible for stock option grants at a lower level than the
\nlevel for which Participant was eligible on the Grant Date (the
\n“New Position<\/em><\/strong>“), the immediately preceding sentence
\nshall apply only to that part (if any) of the portion of the Option which has
\nnot become vested and exercisable which exceeds the minimum number of stock
\noptions to which the New Position is eligible.<\/p>\n

3.2 Duration of Exercisability<\/u>. The installments provided for in the
\nvesting schedule set forth in the Grant Notice are cumulative. Each such
\ninstallment which becomes vested and exercisable pursuant to the vesting
\nschedule set forth in the Grant Notice shall remain vested and exercisable until
\nit becomes unexercisable under Section 3.3.<\/p>\n

3.3 Expiration of Option<\/u>. The Option may not be exercised to any
\nextent by anyone after the first to occur of the following events:<\/p>\n

(a) The expiration of ten years following the Grant Date;<\/p>\n

(b) If this Option is designated as an Incentive Stock Option and Participant
\nowned (within the meaning of Section 424(d) of the Code), at the time the Option
\nwas granted, more than 10% of the total combined voting power of all classes of
\nstock of the Company or any Subsidiary Corporation or any “parent corporation”
\nof the Company (as defined in Section 424(e) of the Code), the expiration of
\nfive years from the Grant Date;<\/p>\n

A-2<\/p>\n

\n

(c) The expiration of three months following the date of Participant153s
\nTermination of Employment, Termination of Directorship or Termination of
\nConsultancy, as applicable, unless such termination occurs on or after the
\nRetirement Date or by reason of Participant153s death, Participant153s “permanent
\nand total disability” (within the meaning of Section 22(e)(3) of the Code) or
\nParticipant153s engagement in willful misconduct that injures the Company or any
\nof its Subsidiaries;<\/p>\n

(d) The expiration of 12 months following the date of Participant153s
\nTermination of Employment, Termination of Directorship or Termination of
\nConsultancy, as applicable, on or after the Retirement Date or by reason of
\nParticipant153s death or Participant153s “permanent and total disability” (within
\nthe meaning of Section 22(e)(3) of the Code);<\/p>\n

(e) The date of Participant153s Termination of Employment, Termination of
\nDirectorship or Termination of Consultancy by the Company or any Parent or
\nSubsidiary by reason of Participant153s engagement in willful misconduct that
\ninjures the Company or any of its Subsidiaries; or<\/p>\n

Participant acknowledges that an Incentive Stock Option exercised more than
\nthree months after Participant153s Termination of Employment, other than by reason
\nof death or Participant153s “permanent and total disability” (within the meaning
\nof Section 22(e)(3) of the Code), will be taxed as a Non-Qualified Stock Option.\n<\/p>\n

3.4 Acceleration of Exercisability<\/u>. Immediately prior to the
\noccurrence of a Change in Control, the Option shall vest and become exercisable
\nas to all shares of Stock covered thereby, notwithstanding that the Option may
\nnot yet have become fully vested and exercisable under Section 3.1(a).<\/p>\n

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

ARTICLE IV <\/strong><\/p>\n

EXERCISE OF OPTION <\/strong><\/p>\n

4.1 Person Eligible to Exercise<\/u>. Except as provided in Sections 5.2(b)
\nand 5.2(c), during the lifetime of Participant, only Participant may exercise
\nthe Option or any portion thereof. After the death of Participant, any
\nexercisable portion of the Option may, prior to the time when the Option becomes
\nunexercisable under Section 3.3, be exercised by Participant153s personal
\nrepresentative or by any person empowered to do so under the deceased
\nParticipant153s will or under the then applicable laws of descent and
\ndistribution.<\/p>\n

4.2 Partial Exercise<\/u>. Any exercisable portion of the Option or the
\nentire Option, if then wholly exercisable, may be exercised in whole or in part
\nat any time prior to the time when the Option or portion thereof becomes
\nunexercisable under Section 3.3; provided<\/em>, however<\/em>, that each
\npartial exercise shall be for not less than 100 shares (or, if less, the maximum
\nnumber of shares for which the Option is vested and exercisable at such time)
\nand shall be for whole shares only.<\/p>\n

A-3<\/p>\n

\n

4.3 Manner of Exercise<\/u>. The Option, or any exercisable portion
\nthereof, may be exercised solely by delivery to the Secretary of the Company or
\nthe Secretary153s office of all of the following prior to the time when the Option
\nor such portion thereof becomes unexercisable under Section 3.3:<\/p>\n

(a) Written evidence of exercise of the Option or any portion thereof by
\nParticipant or any other person then entitled to exercise the Option or portion
\nthereof, in such form or forms deemed acceptable by the Company (including an
\nexercise notification confirmation statement provided by a broker), stating that
\nthe Option or portion thereof is thereby exercised, such written evidence
\ncomplying with all applicable rules established by the Administrator;<\/p>\n

(b) The receipt by the Company of full payment for the shares with respect to
\nwhich the Option or portion thereof is exercised, including payment of any
\napplicable withholding tax, which may be in one or more of the forms of
\nconsideration permitted under Section 4.4;<\/p>\n

(c) Such representations and documents as the Administrator, in its
\ndiscretion, deems necessary or advisable to effect compliance with all
\napplicable provisions of the Securities Act and any other federal, state or
\nforeign securities laws or regulations. The Administrator may, in its
\ndiscretion, also take whatever additional actions it deems appropriate to effect
\nsuch compliance including, without limitation, placing legends on share
\ncertificates and issuing stop-transfer orders to transfer agents and registrars;
\nand<\/p>\n

(d) In the event the Option or portion thereof shall be exercised pursuant to
\nSection 4.1 by any person or persons other than Participant, appropriate proof
\nof the right of such person or persons to exercise the Option.<\/p>\n

4.4 Method of Payment<\/u>. Payment of the exercise price shall be by any
\nof the following, or a combination thereof, at the election of Participant:<\/p>\n

(a) cash;<\/p>\n

(b) check;<\/p>\n

(c) to the extent permitted under applicable laws, delivery of a notice that
\nParticipant has placed a market sell order with a broker with respect to shares
\nof Stock then issuable upon exercise of the Option, and that the broker has been
\ndirected to pay a sufficient portion of the net proceeds of the sale to the
\nCompany in satisfaction of the aggregate exercise price; provided<\/em>, that
\npayment of such proceeds is then made to the Company upon settlement of such
\nsale;<\/p>\n

(d) with the consent of the Administrator, through the delivery of shares of
\nStock which have been owned by Participant for at least six months, duly
\nendorsed for transfer to the Company with a Fair Market Value on the date of
\nexercise equal to the aggregate exercise price of the Option or exercised
\nportion thereof; or<\/p>\n

(e) any combination of the foregoing.<\/p>\n

4.5 Conditions to Issuance of Shares<\/u>. The shares of Stock deliverable
\nupon the exercise of the Option, or any portion thereof, may be either
\npreviously authorized but unissued shares or issued shares which have then been
\nreacquired by the Company. Such shares shall be fully paid and nonassessable.
\nThe Company shall not be required to issue or deliver any shares of Stock
\npurchased upon the exercise of the Option or portion thereof prior to
\nfulfillment of all of the following conditions:<\/p>\n

A-4<\/p>\n

\n

(a) The admission of such shares to listing on all stock exchanges on which
\nsuch Stock is then listed;<\/p>\n

(b) The completion of any registration or other qualification of such shares
\nunder any federal, state or foreign law or under rulings or regulations
\npromulgated by the Securities and Exchange Commission or any other governmental
\nregulatory body, which the Administrator shall, in its discretion, deem
\nnecessary or advisable;<\/p>\n

(c) The obtaining of any approval or other clearance from any federal, state
\nor foreign governmental agency which the Administrator shall, in its discretion,
\ndetermine to be necessary or advisable;<\/p>\n

(d) The receipt by the Company of full payment for such shares, including
\npayment of any applicable withholding tax, which may be in one or more of the
\nforms of consideration permitted under Section 4.4;<\/p>\n

(e) Unless a Registration Statement under the Securities Act is in effect
\nwith respect to the shares of Stock to be issued, the receipt of a written
\nrepresentation of Participant that the shares of Stock are being acquired by
\nParticipant for investment and with no present intention of selling or
\ntransferring them and that Participant will not sell or otherwise transfer the
\nshares except in compliance with all applicable securities laws; and<\/p>\n

(f) The lapse of such reasonable period of time following the exercise of the
\nOption and the satisfaction of all other conditions to issuance as the
\nAdministrator may from time to time establish for reasons of administrative
\nconvenience.<\/p>\n

4.6 Rights as Stockholder<\/u>. The holder of the Option shall not be, nor
\nhave any of the rights or privileges of, a stockholder of the Company in respect
\nof any shares purchasable upon the exercise of any part of the Option unless and
\nuntil such shares shall have been issued by the Company to such holder (as
\nevidenced by the appropriate entry on the books of the Company or of a duly
\nauthorized transfer agent of the Company). No adjustment will be made for a
\ndividend or other right for which the record date is prior to the date the
\nshares are issued, except as provided in Section 11.3 of the Plan.<\/p>\n

ARTICLE V <\/strong><\/p>\n

OTHER PROVISIONS <\/strong><\/p>\n

5.1 Administration<\/u>. The Administrator shall have the power to (a)
\ninterpret the Plan and this Agreement, (b) adopt such rules for the
\nadministration, interpretation and application of the Plan as are consistent
\ntherewith and to interpret, amend or revoke any such rules and (c) amend this
\nAgreement, subject to Section 5.9. All actions taken and all interpretations and
\ndeterminations made by the Administrator in good faith shall be binding,
\nconclusive and final upon Participant, the Company and all other interested
\npersons. No member of the Administrator shall be personally liable for any
\naction, determination or interpretation made in good faith with respect to the
\nPlan, this Agreement or the Option. In its discretion, the Board may at any time
\nand from time to time exercise any and all rights and duties of the
\nAdministrator under the Plan except with respect to matters which under Rule
\n16b-3 or Section 162(m) of the Code, or any regulations or rules issued
\nthereunder, are required to be determined in the discretion of the
\nAdministrator.<\/p>\n

A-5<\/p>\n

\n

5.2 Option Not Transferable<\/u>.<\/p>\n

(a) Subject to Section 5.2(b), the Option may not be sold, pledged, assigned
\nor transferred in any manner other than by will or the laws of descent and
\ndistribution. Neither the Option nor any interest or right therein or part
\nthereof shall be liable for the debts, contracts or engagements of Participant
\nor Participant153s successors in interest or shall be subject to sale or other
\ndisposition by transfer, alienation, anticipation, pledge, encumbrance,
\nassignment or any other means whether such sale or other disposition be
\nvoluntary or involuntary or by operation of law by judgment, levy, attachment,
\ngarnishment or any other legal or equitable proceedings (including bankruptcy),
\nand any attempted sale or other disposition thereof shall be null and void and
\nof no effect, except to the extent that such sale or other disposition is
\npermitted by the preceding sentence.<\/p>\n

(b) Notwithstanding any other provision in this Agreement, with the consent
\nof the Administrator and to the extent the Option is not intended to qualify as
\nan Incentive Stock Option, the Option may be transferred to one or more
\nPermitted Transferees, subject to the terms and conditions set forth in Section
\n11.1(b) of the Plan.<\/p>\n

(c) Unless transferred to a Permitted Transferee in accordance with Section
\n5.2(b), during the lifetime of Participant, only Participant may exercise the
\nOption or any portion thereof. Subject to such conditions and procedures as the
\nAdministrator may require, a Permitted Transferee may exercise the Option or any
\nportion thereof during Participant153s lifetime. After the death of Participant,
\nany exercisable portion of the Option may, prior to the time when the Option
\nbecomes unexercisable under Section 3.3, be exercised by Participant153s personal
\nrepresentative or by any person empowered to do so under the deceased
\nParticipant153s will or under the then applicable laws of descent and
\ndistribution.<\/p>\n

5.3 Restrictive Legends and Stop-Transfer Orders<\/u>.<\/p>\n

(a) The share certificate or certificates evidencing the shares of Stock
\npurchased hereunder shall be endorsed with any legends that may be required by
\nany applicable federal, state or foreign securities laws.<\/p>\n

(b) Participant agrees that, in order to ensure compliance with the
\nrestrictions referred to herein, the Company may issue appropriate “stop
\ntransfer” instructions to its transfer agent, if any, and that, if the Company
\ntransfers its own securities, it may make appropriate notations to the same
\neffect in its own records.<\/p>\n

(c) The Company shall not be required: (i) to transfer on its books any
\nshares of Stock that have been sold or otherwise transferred in violation of any
\nof the provisions of this Agreement, or (ii) to treat as owner of such shares of
\nStock or to accord the right to vote or pay dividends to any purchaser or other
\ntransferee to whom such shares shall have been so transferred.<\/p>\n

5.4 Shares to Be Reserved<\/u>. The Company shall at all times during the
\nterm of the Option reserve and keep available such number of shares of Stock as
\nwill be sufficient to satisfy the requirements of this Agreement.<\/p>\n

5.5 Notices<\/u>. Any notice to be given under the terms of this Agreement
\nto the Company shall be addressed to the Company in care of the Secretary of the
\nCompany at the address for the Company appearing on the Grant Notice, and any
\nnotice to be given to Participant shall be addressed to Participant at the
\naddress appearing for the Participant on the Grant Notice or at the last known
\naddress for Participant contained in the Company153s records. By a notice given
\npursuant to this Section 5.5, either party may thereafter designate a different
\naddress for notices to be given to that party. Any notice which<\/p>\n

A-6<\/p>\n

\n

is required to be given to Participant shall, if Participant is then
\ndeceased, be given to the person entitled to exercise Participant153s Option
\npursuant to Section 4.1 by written notice under this Section 5.5. Any notice
\nshall be deemed duly given when sent via email or enclosed in a properly sealed
\nenvelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in
\na post office or branch post office regularly maintained by the United States
\nPostal Service.<\/p>\n

5.6 Titles<\/u>. Titles are provided herein for convenience only and are
\nnot to serve as a basis for interpretation or construction of this Agreement.\n<\/p>\n

5.7 Governing Law; Severability<\/u>. This Agreement shall be administered,
\ninterpreted and enforced under the laws of the State of Delaware, without regard
\nto the conflicts of laws principles thereof. Should any provision of this
\nAgreement be determined by a court of law to be illegal or unenforceable, the
\nother provisions shall nevertheless remain effective and shall remain
\nenforceable.<\/p>\n

5.8 Conformity to Securities Laws<\/u>. Participant acknowledges that the
\nPlan is intended to conform to the extent necessary with all applicable federal,
\nstate and foreign securities laws (including the Securities Act and the Exchange
\nAct) and any and all regulations and rules promulgated thereunder by the
\nSecurities and Exchange Commission or any other governmental regulatory body.
\nNotwithstanding anything herein to the contrary, the Plan shall be administered,
\nand the Option is granted and may be exercised, only in such a manner as to
\nconform to such laws, rules and regulations. To the extent permitted by
\napplicable law, the Plan and this Agreement shall be deemed amended to the
\nextent necessary to conform to such laws, rules and regulations.<\/p>\n

5.9 Amendments<\/u>. This Agreement may not be modified, amended or
\nterminated, except by an instrument in writing, signed by a duly authorized
\nrepresentative of the Company and, to the extent any such modification,
\namendment or termination may adversely affect the rights of Participant or such
\nother person as may be permitted to exercise the Option pursuant to Section 4.1,
\nby Participant or such other person, except as otherwise provided under the
\nterms of the Plan.<\/p>\n

5.10 Successors and Assigns<\/u>. The Company may assign any of its rights
\nunder this Agreement to single or multiple assignees, and this Agreement shall
\ninure to the benefit of the successors and assigns of the Company. Subject to
\nthe restrictions on transfer herein set forth in Section 5.2, this Agreement
\nshall be binding upon Participant and Participant153s heirs, executors,
\nadministrators, successors and assigns.<\/p>\n

5.11 Notification of Disposition<\/u>. If this Option is designated as an
\nIncentive Stock Option, Participant shall give prompt notice to the Company of
\nany disposition or other transfer of any shares of Stock acquired under this
\nAgreement if such disposition or transfer is made (a) within two years from the
\nGrant Date or (b) within one year after the transfer of such shares to
\nParticipant. Such notice shall specify the date of such disposition or other
\ntransfer and the amount realized, in cash, other property, assumption of
\nindebtedness or other consideration, by Participant in such disposition or other
\ntransfer.<\/p>\n

5.12 Limitations Applicable to Section 16 Persons<\/u>. Notwithstanding any
\nother provision of the Plan or this Agreement, if Participant is subject to
\nSection 16 of the Exchange Act, the Plan, the Option and this Agreement shall be
\nsubject to any additional limitations set forth in any applicable exemptive rule
\nunder Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
\nthe Exchange Act) that are requirements for the application of such exemptive
\nrule. To the extent permitted by applicable law, this Agreement shall be deemed
\namended to the extent necessary to conform to such applicable exemptive rule.\n<\/p>\n

A-7<\/p>\n

\n

5.13 Entire Agreement<\/u>. The Plan, the Grant Notice (including all
\nExhibits thereto) and this Agreement constitute the entire agreement of the
\nparties and supersede in their entirety all prior undertakings and agreements of
\nthe Company and Participant with respect to the subject matter hereof, except to
\nthe extent expressly provided otherwise in a written agreement between the
\nCompany or a Subsidiary and Participant.<\/p>\n

5.14 Section 409A<\/u>. This Option is not intended to constitute
\n“nonqualified deferred compensation” within the meaning of Section 409A of the
\nCode (together with any Department of Treasury regulations and other
\ninterpretive guidance issued thereunder, including without limitation any such
\nregulations or other guidance that may be issued after the date hereof,
\n“Section 409A<\/em><\/strong>“). However, notwithstanding any other
\nprovision of the Plan, the Grant Notice or this Agreement, if at any time the
\nAdministrator determines that the Option (or any portion thereof) may be subject
\nto Section 409A, the Administrator shall have the right in its sole discretion
\n(without any obligation to do so or to indemnify Participant or any other person
\nfor failure to do so) to adopt such amendments to the Plan, the Grant Notice or
\nthis Agreement, or adopt other policies and procedures (including amendments,
\npolicies and procedures with retroactive effect), or take any other actions, as
\nthe Administrator determines are necessary or appropriate either for the Option
\nto be exempt from the application of Section 409A or to comply with the
\nrequirements of Section 409A.<\/p>\n

5.15 Limitation on Participant153s Rights<\/u>. Participation in the Plan
\nconfers no rights or interests other than as herein provided. This Agreement
\ncreates only a contractual obligation on the part of the Company as to amounts
\npayable and shall not be construed as creating a trust. Neither the Plan nor any
\nunderlying program, in and of itself, has any assets. Participant shall have
\nonly the rights of a general unsecured creditor of the Company with respect to
\namounts credited and benefits payable, if any, with respect to the Option, and
\nrights no greater than the right to receive the Stock as a general unsecured
\ncreditor with respect to options, as and when exercised pursuant to the terms
\nhereof.<\/p>\n

5.16 Claw-Back Policy<\/u>. The Option shall be subject to any claw-back
\npolicy implemented by the Company, in accordance with Section 11.7(b) of the
\nPlan.<\/p>\n

A-8<\/p>\n

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