Harris Teeter 2012 Annual Report Download - page 124

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diversity, customer indicators, improvements in productivity, attainment of objective operating goals and
employee metrics.
(k) “Performance Period” means any Fiscal Year or such other period as determined by the Committee.
(l) “Plan” means this Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan.
(m) “Predetermination Date” means, for a Performance Period, (i) the earlier of 90 days after
commencement of the Performance Period or the expiration of 25% of the Performance Period, provided that
the achievement of targeted goals under the selected Performance Measures for the Performance Period is
substantially uncertain at such time; or (ii) such other date on which a performance goal is considered to be pre-
established pursuant to Code Section 162(m).
3. Eligibility.
The individuals eligible to participate in this Plan for a given Performance Period shall be limited to Participants
as defined herein.
4. Plan Administration.
(a) The Committee shall be responsible for the requirements for qualifying compensation as Performance-
Based Compensation. Subject to the limitations on Committee discretion imposed under Code Section 162(m),
including limits on discretionary bonus increases, the Committee shall have such powers as may be necessary
to discharge its duties hereunder. The Committee shall be responsible for the general administration and
interpretation of this Plan and for carrying out its provisions, including the authority to construe and interpret
the terms of this Plan, determine the manner and time of payment of any Bonuses, prescribe forms and procedures
for purposes of Plan participation and distribution of Bonuses and adopt rules, regulations and to take such action
as it deems necessary or desirable for the proper administration of this Plan. The Committee may delegate its
administrative tasks to Harris Teeter Supermarkets, Inc. employees or others as appropriate for proper
administration of this Plan.
(b) Any rule or decision by the Committee or its delegate(s) that is not inconsistent with the provisions of
this Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted
by law.
5. Term.
This Plan shall be effective as of October 3, 2012. Notwithstanding the foregoing, this Plan shall terminate
unless it is approved at the next Harris Teeter Supermarkets, Inc. annual shareholders’ meeting following the date
that the Board adopts this Plan. Once approved by the Harris Teeter Supermarkets, Inc.’s shareholders, this Plan
shall continue until the earlier of (i) a termination under Section 9 of this Plan, (ii) the date any shareholder approval
requirement under Code Section 162(m) ceases to be met or (iii) the date that is five years after the February , 2013
shareholder meeting.
6. Bonuses.
Prior to the Predetermination Date for a Performance Period, the Committee shall designate and approve in
writing, the following:
(a) Performance Period;
(b) Positions or names of employees who will be Participants for the Performance Period;
(c) Targeted goals for selected Performance Measures during the Performance Period; and
(d) Applicable Bonus Formula for each Participant, which may be for an individual Participant or a group
of Participants.
A-2