Stock Option Plan for Consultants [Amendment No. 1] - Safeway Inc.
FIRST AMENDMENT TO
STOCK OPTION PLAN FOR
CONSULTANTS OF
SAFEWAY INC.
Safeway Inc., a Delaware corporation, hereby adopts this First
Amendment to the Stock Option Plan for Consultants of Safeway Inc. (the
"Plan").
1. The Plan shall be amended to add Section 1.1 which shall
read in its entirety as follows:
Section 1.1 - Award Limit
"Award Limit" shall mean 400,000 shares of Common Stock
or, as the context may require, Options to acquire more than
400,000 shares of Common Stock.
2. Section 2.1 of the Plan shall be amended to read in its
entirety as follows:
Section 2.1 - Shares Subject to Plan
The shares of stock subject to Options shall be
shares of the Company's Common Stock. The aggregate number of
such shares which may be issued upon exercise of Options shall
not exceed 1,000,000. No individual shall receive Options for
more than the Award Limit during any calendar year. To the
extent required by Section 162(m) of the Code, Options which
are canceled continue to be counted against the Award Limit and
if, after grant of an Option, the price of shares subject to
such Option is reduced, the transaction is treated as a
cancellation of the Option and a grant of a new Option and
both the Option deemed to be canceled and the Option deemed to
be granted are counted against the Award Limit.
3. Section 2.3 of the Plan shall be amended to read in its
entirety as follows:
Section 2.3 - Changes in Common Stock
In the event that the outstanding shares of
Common Stock of the Company are hereafter changed into or
exchanged for a different number or kind of shares or other
securities of the Company, or of another corporation, by reason
of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend, combination
of shares or otherwise, appropriate adjustments shall be made by
the Committee in the number and kind of shares for the purchase
of which Options may be granted, including adjustments of the
limitations in Section 2.1 on the maximum number and kind of
shares which may be issued on exercise of Options and of the
Award Limit set forth in Section 1.1..
<PAGE> 2
4. Section 3.2(a)(ii) of the Plan shall be amended to read in
its entirety as follows:
(ii) Subject to the Award Limit, determine the
number of shares to be subject to such Options granted to such
selected Consultants; and
5. Section 6.2 of the Plan shall be amended to read in its
entirety as follows:
Section 6.2 - Duties and Powers of Committee
It shall be the duty of the Committee to
conduct the general administration of the Plan in accordance
with its provisions. The Committee shall have the power to
interpret the Plan and the Stock Option Agreements and to
adopt such rules for the administration, interpretation and
application of the Plan and the Stock Option Agreements as
are consistent therewith and to interpret, amend or revoke any
such rules. In its absolute discretion, the Board may at any
time and from time to time exercise any and all rights and
duties of the Committee under the Plan except with respect to
matters which under Section 162(m) are required to be
determined in the absolute discretion of the Committee.
6. Section 7.2 of the Plan shall be amended to read in its
entirety as follows:
Section 7.2 - Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or
otherwise modified, suspended or terminated at any time or from
time to time by the Board. However, to the extent required by
the Code, no action of the Board may, except as provided in
Section 2.3, modify the Award Limit, modify the eligibility
requirements of Section 3.1 and 6.1, reduce the minimum Option
price requirements of Section 4.2 or otherwise amend the Plan
in a manner requiring stockholder approval as a matter of
Section 162(m) of the Code or other applicable law, regulation
or rule without approval of the Company's shareholders given
within 12 months before or after the action by the Board.
Neither the amendment, suspension nor termination of the Plan
shall, without the consent of the holder of the Option, impair
any rights or obligations under any Option theretofore granted.
No Option may be granted during any period of suspension nor
after termination of the Plan, and in no event may any Option be
granted under this Plan after the expiration of ten years from
the date the Plan is adopted by the Board.
7. The Plan shall be amended to add Section 7.5 which shall
read in its entirety as follows:
Section 7.5 - Approval of Plan by Stockholders.
This Plan shall be submitted for the approval
of the Company's stockholders.
* * * *
<PAGE> 3
I hereby certify that the foregoing amendment to the Plan was
duly adopted by the Board of Directors of Safeway Inc. as of _____________,
1994.
Executed on this ____ day of ___________, 1994.
______________________________
Secretary