Harris Teeter 2012 Annual Report Download - page 114

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Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan
Name and Position
Dollar Value
($) (1)
Thomas W. Dickson .................................................. $ 837,187
Chairman of the Board and Chief Executive Officer
Frederick J. Morganthall, II ........................................... $ 397,500
President and Chief Operating Officer
John B. Woodlief ..................................................... $ 479,208
Executive Vice President and Chief Financial Officer
Rodney C. Antolock .................................................. $ 329,925
Executive Vice President
Fred A. Jackson ....................................................... —
President of Former Subsidiary American & Efird
Executive Group ...................................................... $2,043,820
Non-Executive Director Group ........................................ —
Non-Executive Officer Employee Group .............................. —
(1) The 2013 Cash Incentive Awards are calculated based on NOPAT Return for Mr. Dickson and Mr. Woodlief
and, for the purpose of this illustrative table only, based on operating profit margin for Mr. Morganthall and
Mr. Antolock.
Federal Income Tax Consequences
All amounts paid pursuant to the Plan constitute taxable income to the employee when received. If a participant
elects to defer a portion of the bonus, the participant may be entitled to defer the recognition of income. Generally,
and subject to Section 162(m) of the Code, the Company will be entitled to a federal income tax deduction when
amounts paid under the Plan are included in the employee’s income. Subject to shareholder approval of the Plan,
the failure of any aspect of the Plan to satisfy Section 162(m) shall not void any action taken by the Compensation
Committee under the Plan.
As stated previously, the Plan is being submitted for shareholder approval at the Annual Meeting so that
payments under the Plan can qualify for deductibility by the Company under Section 162(m) of the Code. However,
shareholder approval of the Plan is only one of several requirements under Section 162(m) of the Code that must
be satisfied for amounts payable under the Plan to qualify for the “performance-based” compensation exemption
under Section 162(m) of the Code, and submission of the Plan to shareholder approval should not be viewed as
a guarantee that all amounts paid under the Plan will in practice be deductible by the Company.
The foregoing is only a summary of the effect of federal income taxation upon employees and the Company
with respect to amounts paid pursuant to the Plan. It does not purport to be complete and does not discuss the tax
consequences arising in the context of the employee’s death or the income tax laws of any municipality, state or
foreign country in which the employee’s income or gain may be taxable.
Vote Required
The approval of the Plan requires the affirmative vote of the shareholders holding a majority of the votes cast
with respect to this matter at the Annual Meeting in person or by proxy. Accordingly, while abstentions and broker
non-votes, if any, will count for purposes of establishing a quorum with respect to this matter at the Annual Meeting,
neither abstentions nor broker non-votes will have the effect of a negative vote with respect to this matter.
The Board of Directors recommends that the shareholders vote FOR the approval of the 2013 Cash
Incentive Plan.
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