Harris Teeter 2012 Annual Report Download - page 101

obligation to participants. For participants with age and service points as of December 31, 2005 equal to or greater
than 45, their benefit accruals under the Plan after September 30, 2005 will be offset by the actuarial equivalent of
the portion of their account balance under the Retirement and Savings Plan that is attributable to automatic retirement
contributions made by the Company after September 30, 2005, plus earnings and losses on such contributions. All
NEOs had 45 points or more as of December 31, 2005. A participant’s normal annual retirement benefit under the
Pension Plan at age 65 is an amount equal to 0.8% (and through the Company’s sale of A&E in November 2011,
0.6% for employees of A&E including Mr. Jackson) of the participant’s final average earnings multiplied by years
of service at retirement, plus 0.6% of the participant’s final average earnings in excess of Social Security covered
compensation multiplied by the number of years of service up to a maximum of thirty-five years. A participant’s final
average earnings is the average annual cash compensation paid to the participant during the plan year, including salary,
incentive compensation and any amount contributed to the Retirement and Savings Plan, for the five consecutive years
in the last ten years that produce the highest average. As of the Company’s sale of A&E in November 2011, A&E
employees, including Mr. Jackson, were no longer participants in the Pension Plan.
SERP. The Company also maintains the SERP. The SERP covers certain senior executive employees of the
Company, including the NEOs, as designated by its administrative committee. Under the SERP, participants who
retire at normal retirement age (60) receive monthly retirement benefits equal to between 55% and 60% of the
participant’s final average earnings times the participant’s accrual fraction and reduced by the participant’s (1)
assumed Pension Plan Retirement Benefit, (2) assumed Social Security Benefit and (3) assumed profit sharing plan
retirement benefit, if any. The final average earnings are the average annual earnings during the highest 3 calendar
years out of the last 10 calendar years preceding termination of employment for all executives, other than the
executives of A&E, for whom the final average earnings are the average of the 3 highest calendar years earnings
during their employment. The accrual fraction is a fraction, the numerator of which is the years of credited service,
the denominator of which is 20, and which may not exceed 1.0. The benefits payable under the SERP are payable
for the participant’s lifetime with an automatic 75% survivor benefit payable to the participant’s surviving eligible
spouse for his or her lifetime. Participants are eligible to receive an early retirement benefit upon termination of
employment, other than on account of death, after attaining age 55 and completing 10 years of credited service.
The amount of early retirement benefit is the monthly retirement benefit reduced by 0.4167% for each month by
which payment begins before normal retirement age. As of the Company’s sale of A&E in November 2011, accrued
SERP benefits of participants who were A&E employees, including Mr. Jackson, were frozen.
Non-Qualified Deferred Compensation for 2012
Name
Executive
Contributions
in Last Fiscal
Year
($)
Registrant
Contributions
in Last Fiscal
Year
($)
Aggregate
Earnings in
Last Fiscal
Year
($)
Aggregate
Withdrawals
and/or Distributions
in Last Fiscal Year
($)
Aggregate
Balance at
Last Fiscal
Year End
($)
Thomas W. Dickson ............. 35,000 22,600 37,280 — 354,538
Frederick J. Morganthall, II .... 20,000 12,272 30,133 — 271,167
John B. Woodlief ................ 149,972 14,728 36,826 — 278,871
Rodney C. Antolock ............. — 5,100 174,459 — 1,046,244
Fred A. Jackson ................. — 2,295 — — 16,191
Flexible Deferral Plan. The Flexible Deferral Plan is an unfunded, excess benefit plan that provides certain
highly compensated employees, including the current NEOs, the opportunity to defer the receipt and taxation on
a portion of their annual compensation. The purpose of the Flexible Deferral Plan is to allow deferral of a portion
of the participants’ annual base salary and Incentive Bonus and to supplement the benefits under the tax-qualified
retirement plans to the extent that such benefits are curtailed by the application of certain limits imposed by the
Code (e.g., Code Section 402(g) and Code Section 414 limitations). During Fiscal 2012, eligible employees were
permitted to defer up to 50% of their base salary and up to 90% of their Incentive Bonus payment in the Flexible
Deferral Plan. Cash compensation is eligible for deferral unless prohibited under Code Section 409A, subject to
plan limits. Plan participants may choose deemed investments in the Flexible Deferral Plan that represent choices
that span a variety of diversified asset classes. No contributions may be used to purchase the Common Stock.
Participants make an election for each year’s deferral election regarding the timing of plan distributions, subject
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