Common use of Who Can Exercise Clause in Contracts

Who Can Exercise. During your lifetime the Options shall be exercisable only by you. No assignment or transfer of the Options, whether voluntary or involuntary, by operation of law or otherwise, except by will or the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order, shall vest in the assignee or transferee any interest whatsoever. Please acknowledge your agreement to participate in the Plan and this Agreement, and to abide by all of the governing terms and provisions, by signing the following representation: By signing a copy of this Agreement and returning it to the Human Resources Department of the Company, I acknowledge that I have read the Plan, and that I fully understand all of my rights under the Plan, as well as all of the terms and conditions which may limit my eligibility to exercise the Options. Without limiting the generality of the preceding sentence, I understand that my right to exercise the Options is conditioned upon my continued employment with the Company. I further am reminded and acknowledge previous review and familiarity with the Memorandum on Confidentiality for Key Management Personnel and the Smart & Final Code of Ethics. Executed at Commerce, California as of March 30, 2004. THE CORPORATION: Smart & Final Inc. A Delaware Corporation By /s/ ▇▇▇▇ ▇▇▇▇▇▇ Its Sr. VP, Human Resources THE PARTICIPANT: Participant Name: Etienne Snollaerts Date: March 30, 2004 Participant Signature /s/ Etienne Snollaerts Etienne Snollaerts has been awarded performance-based units (“SmartShares”) as set forth below under the Long Term Equity Compensation Plan (the “Plan”). This Agreement provides a brief summary of your rights under the Plan, although reference is made to the Plan for the details of all of your rights under the Plan and this Agreement, as well as all of the conditions and limitations affecting such rights. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan. 1. Date of Grant: 02/17/04

Who Can Exercise. During your lifetime the Options shall be exercisable only by you. No assignment or transfer of the Options, whether voluntary or involuntary, by operation of law or otherwise, except by will or the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order, shall vest in the assignee or transferee any interest whatsoever. Please acknowledge your agreement to participate in the Plan and this Agreement, and to abide by all of the governing terms and provisions, by signing the following representation: By signing a copy of this Agreement and returning it to the Human Resources Department of the Company, I acknowledge that I have read the Plan, and that I fully understand all of my rights under the Plan, as well as all of the terms and conditions which may limit my eligibility to exercise the Options. Without limiting the generality of the preceding sentence, I understand that my right to exercise the Options is conditioned upon my continued employment with the Company. I further am reminded and acknowledge previous review and familiarity with the Memorandum on Confidentiality for Key Management Personnel and the Smart & Final Code of Ethics. Executed at Commerce, California as of March 30, 2004. THE CORPORATION: Smart & Final Inc. A Delaware Corporation By /s/ ▇▇▇▇ ▇▇▇▇▇▇ Its Sr. VP, Human Resources THE PARTICIPANT: Participant Name: Etienne Snollaerts «FirstName» «LastName» Date: March 30, 2004 Participant Signature /s/ Etienne Snollaerts Etienne Snollaerts has been awarded performance-based units This EXPATRIATE COMPENSATION AGREEMENT (this “SmartSharesAgreement”) is made, entered into, and is effective as set forth below under the Long Term Equity Compensation Plan of August 4, 2003 (hereinafter referred to as the “PlanEffective Date”). This Agreement provides , by and among SMART & FINAL INC., a brief summary of your rights under Delaware corporation (hereinafter referred to as “Smart & Final), CASINO USA, INC., a California corporation (hereinafter referred to as “Casino”) and ETIENNE SNOLLAERTS, an individual (hereinafter referred to as the Plan, although reference is made to the Plan for the details of all of your rights under the Plan and this Agreement, as well as all of the conditions and limitations affecting such rights. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan“Executive”). 1. Date of Grant: 02/17/04