Harris Teeter 2012 Annual Report Download - page 126

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9. Amendment and Termination.
The Committee may amend, modify, suspend or terminate this Plan, in whole or in part, at any time, including
the adoption of amendments deemed necessary or desirable to correct any defect or to supply omitted data or to
reconcile any inconsistency in this Plan or in any Bonus granted hereunder; provided, however, that no amendment,
alteration, suspension or discontinuation shall be made which would (i) increase the amount of compensation
payable pursuant to such Bonus, or (ii) cause compensation that is, or may become, payable hereunder to fail to
qualify as Performance-Based Compensation. Notwithstanding the foregoing, the Committee may amend, modify,
suspend or terminate this Plan if any such action is required by law. To the extent required under applicable law,
including Code Section 162(m), Plan amendments shall be subject to shareholder approval. At no time before the
actual distribution of funds to Participants under this Plan shall any Participant accrue any vested interest or right
whatsoever under this Plan except as otherwise stated in this Plan.
10. Withholding.
Distributions pursuant to this Plan shall be subject to all applicable taxes and contributions required by law
to be withheld in accordance with procedures established by Harris Teeter Supermarkets, Inc.
11. No Additional Participant Rights.
The selection of an individual for participation in this Plan shall not give such Participant any right to be
retained in the employ of Harris Teeter Supermarkets, Inc. or any of its Affiliates, and the right of Harris Teeter
Supermarkets, Inc. and any such Affiliate to dismiss such Participant or to terminate any arrangement pursuant to
which any such Participant provides services to Harris Teeter Supermarkets, Inc. or its Affiliates, with or without
cause, is specifically reserved. No person shall have claim to a Bonus under this Plan, except as otherwise provided
for herein, or to continued participation under this Plan. There is no obligation for uniformity of treatment of
Participants under this Plan. The benefits provided for Participants under this Plan shall be in addition to and shall
in no way preclude other forms of compensation to or in respect of such Participants. It is expressly agreed and
understood that the employment of a Participant is terminable at the will of either party and, if such Participant
is a party to an employment contract with Harris Teeter Supermarkets, Inc. or one of its Affiliates, in accordance
with the terms and conditions of the Participant’s employment agreement.
12. Successors.
All obligations of Harris Teeter Supermarkets, Inc. or its Affiliates under this Plan, with respect to awards
granted hereunder, shall be binding on any successor to Harris Teeter Supermarkets, Inc., whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business or assets of Harris Teeter Supermarkets, Inc.
13. Nonassignment.
The rights of a Participant under this Plan shall not be assignable or transferable by the Participant except by
will or the laws of descent and distribution.
14. Severability.
If any portion of this Plan is deemed to be in conflict with applicable law, that portion of the Plan, and that
portion only, will be deemed void under applicable law. All other provisions of the Plan will remain in effect.
Furthermore, if any provision of this Plan would cause Bonuses not to constitute Performance-Based Compensation,
that provision shall be severed from, and shall be deemed not to be a part of, the Plan, but the other provisions
hereof shall remain in full force and effect.
15. Governing Law.
This Plan shall be governed and construed under the laws of the State of North Carolina.
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