Sample Business Contracts


Outside Director Equity Purchase Plan [Amendment No. 1] - Safeway Inc.



                                FIRST AMENDMENT
                                     TO THE
                         SAFEWAY INC. OUTSIDE DIRECTOR
                              EQUITY PURCHASE PLAN


         This First Amendment, adopted as of July 5, 1994 (this "First
Amendment"), to the Safeway Inc. Outside Director Equity Purchase Plan adopted
on December 14, 1990 (the "Plan"), is adopted by Safeway Inc., a Delaware
corporation (the "Company").  Capitalized terms used herein without definition
shall have the meanings set forth in the Plan.

         1.  Section 3.2 of the Plan shall be amended to read in its entirety
as follows:

SECTION 3.2 - GRANTING OF OPTIONS

         (a)     Each Outside Director shall be granted, on the later to occur
of (i) the adoption of this Plan by the Board, or (ii) such Outside Director's
appointment to the Board, an Option to purchase the number of shares of the
Company's Common Stock set forth on the attached Schedule I; provided, however,
that no such Option shall be granted unless and until the Outside Director
purchases the number of shares of Purchase Stock set forth on Schedule I in
accordance with Articles VI and VII.

         (b)     Each Outside Director shall be granted, on the later to occur
of (i) the adoption of this First Amendment by the Board, or (ii) the date such
Outside Director completes three (3) continuous years of service as a member of
the Board, an Option to purchase 25,000 shares.

         2.  Section 4.1 of the Plan shall be amended to read in its entirety
as follows:

SECTION 4.1 - OPTION AND PURCHASE AGREEMENTS

         (a)     As soon as possible after an Outside Director becomes entitled
to the grant of an Option under Section 3.2(a) above, the Secretary shall issue
such Option and shall cause to be executed a Stock Option and Purchase
Agreement in the form attached hereto as Exhibit A-1 for the number of Options
calculated pursuant to Schedule I which shall be executed by the Outside
Director and an authorized Officer of the Company.

         (b)     As soon as possible after an Outside Director becomes entitled
to the grant of an Option under Section 3.2(b) above, the Secretary shall issue
such Option and shall cause to be executed a Stock Option Agreement in the form
attached hereto as Exhibit A-2 which shall be executed by the Outside Director
and an authorized Officer of the Company.
<PAGE>   2

         3.  Section 4.2 shall be amended to read in its entirety as follows:

SECTION 4.2 - PURCHASE PRICE OF SHARES SUBJECT TO OPTIONS

         (a)     The Purchase Price of the shares subject to each Option
granted pursuant to Section 3.2(a) above shall be (i) with respect to grants to
Outside Directors who are eligible to be granted Options as of the date of the
adoption of this Plan by the Board, $9.60 per share, and (ii) with respect to
all other grants, 80% of the Fair Market Value on the date of grant.

         (b)     The Purchase Price of the shares subject to each Option
granted pursuant to Section 3.2(b) above shall be the Fair Market Value on the
date of grant.

         4.  The first sentence of Section 9.3 shall be amended to read in its
entirety as follows:

         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 or the
Committee; provided, however, that the Plan may not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules thereunder.

         5.  Section 9.5 shall be amended to read in its entirety as follows:

SECTION 9.5 - APPROVAL OF PLAN BY STOCKHOLDERS

         The original Plan was approved by the Company's stockholders in 1991.
The First Amendment to the Plan shall be submitted for approval by the
Company's stockholders within 12 months after the date of the Board's adoption
of the First Amendment to the Plan.  Options may be granted under the Plan, as
amended by the First Amendment, prior to such stockholder approval; provided,
however, that if stockholder approval of the First Amendment has not been
obtained at the end of such 12-month period, all such Options which were not
otherwise permitted to be granted under the Plan prior to adoption of the First
Amendment shall thereupon be cancelled and become null and void.

                                   *  *  *  *


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<PAGE>   3

         I hereby certify that the foregoing First Amendment to the Plan was
duly adopted by the Board of Directors of Safeway Inc. as of July 5, 1994.

         Executed on this ___ day of ________, 1994.



                                          _______________________________
                                            Secretary

                                   *  *  *  *

         I hereby certify that the foregoing First Amendment to the Plan was
duly approved by the stockholders of Safeway Inc. on _______________, 1995.

         Executed on this ___ day of ________, 1995.



                                          _______________________________
                                            Secretary





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<PAGE>   4

                                                                     EXHIBIT A-1


                                  SAFEWAY INC.
                                OUTSIDE DIRECTOR
                              EQUITY PURCHASE PLAN

                      STOCK OPTION AND PURCHASE AGREEMENT


         THIS AGREEMENT, dated_____________________, 19_____, is made by and
between SAFEWAY INC., a Delaware corporation (the "Company"), and_____________,
an Outside Director of the Company.

         WHEREAS, the Company wishes to afford the Outside Director the
opportunity to purchase shares of Common Stock; and

         WHEREAS, the Company wishes to carry out the Safeway Inc. Outside
Director Equity Purchase Plan (the terms of which are hereby incorporated by
reference and made a part of this Agreement) pursuant to which each Outside
Director is entitled to a grant of stock options and to purchase shares of
Common Stock of the Company.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

                                   ARTICLE I

                           PURCHASE OF PURCHASE STOCK

Section 1.1 - Sale of Purchase Stock

         In consideration of the Outside Director's agreement to remain as a
director of the Company and in exchange for the consideration and other
payments described in Sections 1.2 and 1.3 below, concurrently with the
execution of this Agreement the Company shall irrevocably issue to the Outside
Director____________shares of its Common Stock (the "Purchase Stock") upon the
terms and conditions set forth in this Agreement.

Section 1.2 - Consideration to the Company

         As consideration for the issuance of the Purchase Stock by the
Company, concurrently with the execution of this Agreement the Outside Director
shall deliver to the Company cash or a check in the amount of $100 and execute
and deliver a full recourse promissory note in the form


<PAGE>   5

attached hereto as Exhibit A in the original principal amount or $99,900 and in
addition shall execute in favor of the Company a Stock Pledge Agreement in form
attached hereto as Exhibit B.

Section 1.3 - Income Tax Withholding

         As a condition to the receipt of the Purchase Stock, the Outside
Director shall concurrently deliver to the Company full payment (in cash or by
check) of the amounts that must be withheld by the Company, as determined by
the Committee in its sole discretion, for federal, state and/or local tax
purposes.

                                   ARTICLE II

                                GRANT OF OPTION

Section 2.1 - Grant of Option

         Pursuant to the terms of the Plan but subject to the Outside Director
purchasing the Purchase Stock on the date hereof, the Company irrevocably
grants to the Outside Director the option to purchase any part or all of an
aggregate of___________________shares of its Common Stock upon the terms and
conditions set forth in this Agreement and the Plan.

Section 2.2 - Purchase Price

         The purchase price of the Common Stock covered by the Option shall be
$______________per share without commission or other charge.

                                  ARTICLE III

                       PERIOD OF EXERCISABILlTY OF OPTION

Section 3.1 - Commencement of Exercisability

                 (a) The Option shall become exercisable in three (3) cumulative
         installments as follows:

                          (i) The first installment shall consist of one-third
                 of the shares covered by the Option and shall become
                 exercisable on the first anniversary of the date hereof.

                          (ii) The second installment shall consist of
                 one-third of the shares covered by the Option and shall become
                 exercisable on the second anniversary of the date hereof.

                          (iii) The third installment shall consist of
                 one-third of the shares covered by the Option and shall become
                 exercisable on the third anniversary of the date hereof.





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<PAGE>   6

                 (b) No portion of an Option which is unexercisable at
         Termination of Directorship shall thereafter become exercisable.

Section 3.2 - Duration of Exercisability

         The installments provided for in Section 3.1 are cumulative. Each such
installment which becomes exercisable pursuant to Section 3.1 shall remain
exercisable until it becomes unexercisable under Section 3.3.

Section 3.3 - Expiration of Option

         This Option may not be exercised to any extent by anyone after the
first to occur of the following events:

                 (a) The expiration of fifteen years from the date hereof; or

                 (b) The expiration of three months from the time of the
         Outside Director's Termination of Directorship unless such Termination
         of Directorship results from his death or his disability; or

                 (c) The expiration of one year from the date of the Outside
         Director's Termination of Directorship by reason of his death or his
         disability; or

                 (d) The effective date of either the merger or consolidation
         of the Company with or into another corporation, or the acquisition by
         another corporation or person of all or substantially all of the
         Company's assets or 80% or more of the Company's then outstanding
         voting stock, or the liquidation or dissolution of the Company, unless
         the Committee waives this provision in connection with such
         transaction. At least ten days prior to the effective date of such
         merger, consolidation, acquisition, liquidation or dissolution, the
         Committee shall give the Outside Director notice of such event if the
         Option has then neither been fully exercised nor become unexercisable
         under this Section 3.3; or

                 (e) Without the prior written consent of the Committee which
         may be withheld for any reason or no reason in the Committee's sole
         and absolute discretion, the sale of any or all of the Outside
         Director's Purchase Stock.

                                   ARTICLE IV

                              EXERCISE OF OPTIONS

Section 4.1 - Person Eligible to Exercise

         During the lifetime of the Outside Director, only he may exercise an
Option granted to him, or any portion thereof.  After the death of the Outside
Director, any exercisable portion of an Option may, prior





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<PAGE>   7

to the time when such portion becomes unexercisable under Section 3.3, be
exercised by his personal representative or by any person empowered to do so
under the deceased Outside Director's will or under the then applicable laws or
descent and distribution.

Section 4.2 - Partial Exercise

         At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
Section 3.3, such Option or portion thereof may be exercised in whole or in
part; provided, however, that the Company shall not be required to issue
fractional shares and the Committee may, by the terms of the Option, require
any partial exercise to be with respect to a specified minimum number of
shares.

Section 4.3 - Manner Of Exercise

         An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all of the
following prior to the time when such Option or such portion becomes
unexercisable under Section 3.3:

                 (a) Notice in writing signed by the Outside Director or other
         person then entitled to exercise such Option or portion, stating that
         such Option or portion is exercised, such notice complying with all
         applicable rules established by the Committee; and

                 (b)      (i) Full payment (in cash or by check) for the shares
                 with respect to which such Option or portion is thereby
                 exercised; or

                          (ii) Subject to the Committee's consent, full payment
                 by delivery to the Company of shares of Common Stock owned by
                 the Outside Director duly endorsed for transfer to the Company
                 by the Outside Director or other person then entitled to
                 exercise such Option or portion with a Fair Market Value equal
                 to the Option price of shares with respect to which such
                 Option or portion is thereby exercised; or

                          (iii) Any combination of the considerations provided
                 for in the foregoing subsections (i) and (ii); and

                 (c) On or prior to the date the same is required to be
         withheld:

                          (i) Full payment (in cash or by check) of any amount
                 that must be withheld by the Company for federal, state and/or
                 local tax purposes; or

                          (ii) Subject to the Committee's consent, full payment
                 by delivery to the Company of shares of Common Stock owned by
                 the Outside Director duly endorsed for transfer to the Company
                 by the Outside Director or other person then entitled to
                 exercise such Option or portion, with an aggregate Fair Market
                 Value equal to the amount that must be witheld by the Company
                 for federal, state and/or local tax purposes; or





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<PAGE>   8

                          (iii) Subject to the Committee's consent, full
                 payment by retention by the Company of shares of Common Stock
                 to be issued pursuant to such Option exercise with an
                 aggregate Fair Market Value equal to the amount that must be
                 withheld by the Company for federal, state and/or local tax
                 purposes; or

                          (iv) Any combination of payments provided for in the
                 foregoing subsections (i), (ii) or (iii);

                          Provided that if and to the extent required by Rule
                 16b-3 promulgated under Section 16 of the Securities Exchange
                 Act of 1934, as amended ("Rule 16b-3n"), an election to make
                 full payment by the means described in Sections 4.3(c)(ii) or
                 4.3(c)(iii) shall be made more than six months after grant of
                 the Option and either (x) made and the Option exercised only
                 during the period beginning on the third business day
                 following the date of release of quarterly or annual summary
                 statements of sales and earnings of the Company and ending on
                 the twelfth business day following such date, or (y)
                 irrevocably made more than six months prior to the date the
                 amount of tax to be withheld is determined in the case of
                 Sections 4.3(c)(ii) and 4.3(c)(iii); and

                 (d) Such representations and documents as the Committee, in
         its absolute discretion, deems necessary or advisable to effect
         compliance with all applicable provisions of the Securities Act and
         any other federal or state securities laws or regulations. The
         Committee may, in its absolute discretion, also take whatever
         additional actions it deems appropriate to effect such compliance
         including, without limitation, placing legends on share certificates
         and issuing stop-transfer orders to transfer agents and registrars;
         and

                 (e) In the event that the Option or portion thereof shall be
         exercised pursuant to Section 4.1 by any person or persons other than
         the Outside Director, appropriate proof of the right of such person or
         persons to exercise the Option or portion thereof.

Section 4.4 - Rights as Shareholders

         The holders of Options shall not be, nor have any of the rights or
privileges of, shareholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until certificates
representing such shares have been issued by the Company to such holders.

                                   ARTICLE V

                                OTHER PROVISIONS

Section 5.1 - Administration

         The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent





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<PAGE>   9

therewith and to interpret or revoke any such rules. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon the Outside Director, the Company and all other
interested persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or the Agreement.  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 and this Agreement.

Section 5.2 - Agreement Subject to Terms of Plan

         This Agreement and the rights of the Outside Director hereunder are
subject to all the terms and conditions of the Plan, as the same may be amended
from time to time, as well as to such rules and regulations as the Committee
may adopt for administration of the Plan. Any inconsistency between this
Agreement and the Plan shall be resolved in favor of the Plan.

Section 5.3 - Option Not Transferable

         Neither the Option nor any interest or right therein or part thereof
shall be liable for the debts, contracts or engagements of the Outside Director
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.3
shall not prevent transfers by will or by the applicable laws of descent and
distribution.

Section 5.4 - Notices

         Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Outside Director shall be addressed to him at the
address given beneath his signature hereto. By a notice given pursuant to this
Section 5.4, either party may hereafter designate a different address for
notices to be given to him. Any notice which is required to be given to the
Outside Director shall, if the Outside Director is then deceased, be given to
the Outside Director's personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 5.4.  Any notice shall be deemed duly given when 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.

Section 5.5 - 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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<PAGE>   10

Section 5.6 - Construction

         This Agreement shall be administered, interpreted and enforced under
the laws of the State of Delaware.

Section 5.7 - Stockholder Approval

         The Plan will be submitted for the approval of the Company's
stockholders within 12 months after the date or the Board's initial adoption.
No portion of this Option shall become exercisable prior to the time when the
Plan is approved by the stockholders, and if such approval has not been
obtained at the end of such 12-month period, this Option shall thereupon be
canceled and become null and void.

Section 5.8 - Definitions

         Capitalized terms not otherwise defined in this Agreement shall have
the meaning specified in the Safeway Inc. Outside Director Equity Purchase
Plan.

Section 5.9 - No Right to Continued Membership On the Board

         Nothing in this Agreement or in the Plan shall confer upon the Outside
Director any right to continue in his capacity as a member of the Board of
Directors of the Company or shall interfere with or restrict in any way the
rights of the Company or its stockholders, which are hereby expressly reserved,
to remove the Outside Director at any time for any reason whatsoever, with or
without cause.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date set forth above.


                                          SAFEWAY INC.

                                          By:___________________________________

ATTEST:

__________________________________

                                          ______________________________________
                                                       Outside Director





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<PAGE>   11

                                                                     EXHIBIT A-2


                                  SAFEWAY INC.

                                OUTSIDE DIRECTOR

                              EQUITY PURCHASE PLAN

                             STOCK OPTION AGREEMENT


         THIS AGREEMENT, dated _______________, 19___, is made by and between
SAFEWAY INC., a Delaware corporation (the "Company"), and ____________________,
an Outside Director of the Company.

         WHEREAS, the Company wishes to afford the Outside Director the
opportunity to purchase shares of Common Stock; and

         WHEREAS, the Company wishes to carry out the Safeway Inc. Outside
Director Equity Purchase Plan, as amended by the First Amendment thereto (the
terms of which are hereby incorporated by reference and made a part of this
Agreement), pursuant to which each Outside Director is entitled to certain
grants of stock options and to purchase shares of Common Stock of the Company.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

                                   ARTICLE I

                                GRANT OF OPTION

SECTION 1.1 - GRANT OF OPTION

         Pursuant to the terms of the Plan, on the date hereof the Company
irrevocably grants to the Outside Director the option to purchase any part or
all of an aggregate of 25,000 shares of its Common Stock upon the terms and
conditions set forth in this Agreement and the Plan.

SECTION 1.2 - PURCHASE PRICE

         The purchase price of the Common Stock covered by the Option shall be
$_____ per share without commission or other charge.
<PAGE>   12

                                   ARTICLE II

                       PERIOD OF EXERCISABILITY OF OPTION

SECTION 2.1 - COMMENCEMENT OF EXERCISABILITY

         (a)     The Option shall become exercisable in three (3) cumulative
installments as follows:

                 (i)      The first installment shall consist of one-third of
                          the shares covered by the Option and shall become
                          exercisable on the first anniversary of the date
                          hereof.

                 (ii)     The second installment shall consist of one-third of
                          the shares covered by the Option and shall become
                          exercisable on the second anniversary of the date
                          hereof.

                 (iii)    The third installment shall consist of one-third of
                          the shares covered by the Option and shall become
                          exercisable on the third anniversary of the date
                          hereof.

         (b)     No portion of an Option which is unexercisable at Termination
of Directorship shall thereafter become exercisable.

SECTION 2.2 - DURATION OF EXERCISABILITY

         The installments provided for in Section 2.1 are cumulative.  Each
such installment which becomes exercisable pursuant to Section 2.1 shall remain
exercisable until it becomes unexercisable under Section 2.3.

SECTION 2.3 - EXPIRATION OF OPTION

         This Option may not be exercised to any extent by anyone after the
first to occur of the following events:

         (a)     The expiration of fifteen years from the date hereof; or

         (b)     The expiration of three months from the time of the Outside
Director's Termination of Directorship unless such Termination of Directorship
results from his death or his disability; or

         (c)     The expiration of one year from the date of the Outside
Director's Termination of Directorship by reason of his death or his
disability; or


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<PAGE>   13

         (d)     The effective date of either the merger or consolidation of
the Company with or into another corporation, or the acquisition by another
corporation or person of all or substantially all of the Company's assets or
80% or more of the Company's then outstanding voting stock, or the liquidation
or dissolution of the Company, unless the Committee waives this provision in
connection with such transaction.  At least ten days prior to the effective
date of such merger, consolidation acquisition, liquidation or dissolution, the
Committee shall give the Outside Director notice of such event if the Option
has then neither been fully exercised nor become unexercisable under this
Section 2.3.

                                  ARTICLE III

                              EXERCISE OF OPTIONS

SECTION 3.1 - PERSON ELIGIBLE TO EXERCISE

         During the lifetime of the Outside Director, only he may exercise an
Option granted to him, or any portion thereof.  After the death of the Outside
Director, any exercisable portion of an Option may, prior to the time when such
portion becomes unexercisable under Section 2.3, be exercised by his personal
representative or by any person empowered to do so under the deceased Outside
Director's will or under the then applicable laws of descent and distribution.

SECTION 3.2 - PARTIAL EXERCISE

         At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
Section 2.3, such Option or portion thereof may be exercised in whole or in
part; provided, however, that the Company shall not be required to issue
fractional shares and the Committee may, by the terms of the Option, require
any partial exercise to be with respect to a specified minimum number of
shares.

SECTION 3.3 - MANNER OF EXERCISE

         An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all of the
following prior to the time when such Option or such portion becomes
unexercisable under Section 2.3:

         (a)     Notice in writing signed by the Outside Director or other
person then entitled to exercise such Option or portion, stating that such
Option or portion is exercised, such notice complying with all applicable rules
established by the Committee; and

         (b)     (i)      Full payment (in cash or by check) for the shares
                          with respect to which such Option or portion is
                          thereby exercised; or

                 (ii)     Subject to the Committee's consent, full payment by
                          delivery to the Company of shares of Common Stock
                          owned by the Outside Director


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<PAGE>   14

                          duly endorsed for transfer to the Company by the
                          Outside Director or other person then entitled to
                          exercise such Option or portion, with a Fair Market
                          Value equal to the Option price of shares with
                          respect to which such Option or portion is thereby
                          exercised; or

                 (iii)    Any combination of the considerations provided for in
                          the foregoing subsections (i) and (ii); and

         (c)     On or prior to the date the same is required to be withheld:

                 (i)      Full payment (in cash or by check) of any amount that
                          must be withheld by the Company for federal, state
                          and/or local tax purposes; or

                 (ii)     Subject to the Committee's consent, full payment by
                          delivery to the Company of shares of Common Stock
                          owned by the Outside Director duly endorsed for
                          transfer to the Company by the Outside Director or
                          other person then entitled to exercise such Option or
                          portion with an aggregate Fair Market Value equal to
                          the amount that must be withheld by the Company for
                          federal, state and/or local tax purposes; or

                 (iii)    Subject to the Committee's consent, full payment by
                          retention by the Company of shares of Common Stock to
                          be issued pursuant to such Option exercise with an
                          aggregate Fair Market Value equal to the amount that
                          must be withheld by the Company for federal, state
                          and/or local tax purposes; or

                 (iv)     Any combination of payments provided for in the
                          foregoing subsections (i), (ii) or (iii);

provided that if and to the extent required by Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended ("Rule 16b-3"),
an election to make full payment by the means described in Sections 3.3(c)(ii)
or 3.3(c)(iii) shall be made more than six months after grant of the Option and
either (x) made and the Option exercised only during the period beginning on
the third business day following the date of release of quarterly or annual
summary statements of sales and earnings of the Company and ending on the
twelfth business day following such date, or (y) irrevocably made more than six
months prior to the date the amount of tax to be withheld is determined in the
case of Sections 3.3(c)(ii) and 3.3(c)(iii); and

         (d)     Such representations and documents as the Committee, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal or state
securities laws or regulations.  The Committee may, in its absolute discretion,
also take whatever additional actions it deems appropriate to effect such
compliance including, without limitation, placing legends on share certificates
and issuing stop-transfer orders to transfer agents and registrars; and


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<PAGE>   15

         (e)     In the event that the Option or portion thereof shall be
exercised pursuant to Section 3.1 by any person or persons other than the
Outside Director, appropriate proof of the right of such person or persons to
exercise the Option or portion thereof.

SECTION 3.4 - RIGHTS AS SHAREHOLDERS

         The holders of Options shall not be, nor have any of the rights or
privileges of, shareholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until certificates
representing such shares have been issued by the Company to such holders.

                                   ARTICLE IV

                                OTHER PROVISIONS

SECTION 4.1 - ADMINISTRATION

         The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke
any such rules.  All actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and binding upon the Outside
Director, the Company and all other interested persons.  No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Agreement.
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 and this
Agreement.

SECTION 4.2 - AGREEMENT SUBJECT TO TERMS OF PLAN

         This Agreement and the rights of the Outside Director hereunder are
subject to all the terms and conditions of the Plan, as the same may be amended
from time to time, as well as to such rules and regulations as the Committee
may adopt for administration of the Plan. Any inconsistency between this
Agreement and the Plan shall be resolved in favor of the Plan.

SECTION 4.3 - OPTION NOT TRANSFERABLE

         Neither the Option nor any interest or right therein or part thereof
shall be liable for the debts, contracts or engagements of the Outside Director
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 4.3
shall not prevent transfers by will or by the applicable laws of descent and
distribution.


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<PAGE>   16

SECTION 4.4 - NOTICES

         Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Outside Director shall be addressed to him at the
address given beneath his signature hereto.  By a notice given pursuant to this
Section 4.4, either party may hereafter designate a different address for
notices to be given to him.  Any notice which is required to be given to the
Outside Director shall, if the Outside Director is then deceased, be given to
the Outside Director's personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 4.4.  Any notice shall be deemed duly given when 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.

SECTION 4.5 - TITLES

         Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.

SECTION 4.6 - CONSTRUCTION

         This Agreement shall be administered, interpreted and enforced under
the laws of the State of Delaware.

SECTION 4.7 - STOCKHOLDER APPROVAL

         The First Amendment to the Plan will be submitted for the approval of
the Company's stockholders within 12 months after the date of the Board's
initial adoption of the First Amendment to the Plan.  No portion of this Option
shall become exercisable prior to the time when the First Amendment to the Plan
is approved by the stockholders, and if such approval has not been obtained at
the end of such 12-month period, this Option shall thereupon be canceled and
become null and void.

SECTION 4.8 - DEFINITIONS

         Capitalized terms not otherwise defined in this Agreement shall have
the meaning specified in the Safeway Inc. Outside Director Equity Purchase
Plan.

SECTION 4.9 - NO RIGHT TO CONTINUED MEMBERSHIP ON THE BOARD

         Nothing in this Agreement or in the Plan shall confer upon the Outside
Director any right to continue in his capacity as a member of the Board of
Directors of the Company or shall interfere with or restrict in any way the
rights of the Company or its stockholders, which


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<PAGE>   17
are hereby expressly reserved, to remove the Outside Director at any time for
any reason whatsoever, with or without cause.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the Date set forth above.

                                          SAFEWAY INC.



                                          By: ________________________________

ATTEST:



_________________________________



                                          ____________________________________
                                          Outside Director

                                          Address: ___________________________
                                                   ___________________________
                                                   ___________________________
                                                  








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