Harris Teeter 2012 Annual Report Download - page 123

Appendix A
HARRIS TEETER SUPERMARKETS, INC.
2013 CASH INCENTIVE PLAN
1. Purpose.
The purpose of this Plan is to provide executive officers of Harris Teeter Supermarkets, Inc. (f/k/a Ruddick
Corporation) and its Affiliates with incentive compensation based upon the level of achievement of financial, business
and other performance criteria. This Plan is intended to permit the payment of bonuses under various plans or
arrangements that may qualify as performance-based compensation under Code Section 162(m) and related regulations.
This Plan is a successor to the Ruddick Corporation Cash Incentive Plan which was effective October 2, 2006.
2. Definitions.
(a) “Affiliate” means a wholly owned subsidiary of Harris Teeter Supermarkets, Inc. or any entity that,
directly or indirectly, is controlled by Harris Teeter Supermarkets, Inc.
(b) “Board” means the Board of Directors of Harris Teeter Supermarkets, Inc.
(c) “Bonus” means a cash payment made pursuant to this Plan with respect to a particular Performance
Period, determined pursuant to Section 8 below.
(d) “Bonus Formula” means as to any Performance Period, the formula established by the Committee
pursuant to Section 6 of this Plan in order to determine the Bonus amounts, if any, to be paid to Participants
based upon the level of achievement of targeted goals for the selected Performance Measures. The formula may
differ from Participant to Participant or business group to business group. The Bonus Formula shall be of such
a nature that an objective third party having knowledge of all the relevant facts could determine whether targeted
goals for the Performance Measures have been achieved.
(e) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder.
(f) “Committee” means the Compensation Committee of the Board consisting of at least two directors who
shall qualify as “outside directors” within the meaning of Code Section 162(m).
(g) “Fiscal Year” means the fiscal year of Harris Teeter Supermarkets, Inc. or its Affiliates.
(h) “Participant” means an employee of Harris Teeter Supermarkets, Inc. or its Affiliates who is considered
an executive officer of Harris Teeter Supermarkets, Inc. or its Affiliates within the meaning of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and as designated under
Section 6 below.
(i) “Performance-Based Compensation” means compensation that qualifies as “performance-based
compensation” within the meaning of Code Section 162(m) and related regulations.
(j) “Performance Measure” means any one or more of the performance criteria listed below. The
performance criteria may be applied either individually, alternatively, or in any combination and measured on
an absolute basis or relative to a pre-established target as may be specified and approved by the Committee. The
performance criteria may include: return on invested capital, net operating profit (before or after tax), operating
profit margin, gross margin, operating profit, earnings before income taxes, earnings (which may include earnings
before interest and taxes and net earnings, and may be determined in accordance with United States Generally
Accepted Accounting Principles (“GAAP”) or adjusted to include or exclude any or all items), earnings per share
(on a GAAP or non-GAAP basis), growth in any of the foregoing measures, stock price, return on equity or
average shareholders’ equity, total shareholder return, growth in shareholder value relative to the moving average
of the S&P 500 Index or another index, return on capital, return on assets or net assets, return on investment,
economic value added, market shares, overhead or other expense reduction, credit rating, strategic plan
development and implementation, succession plan development and implementation, improvement in workforce,
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