Harris Teeter 2012 Annual Report Download - page 93

employees when approving new grants. The Company’s equity based incentive compensation awards are intended
to provide executive officers a vested interest in the long-term financial performance of the Company and closely
align the interests of the shareholders and executives, with the goal of increasing shareholder value in the Company.
The vesting schedule utilized for both the restricted stock and performance shares is a retention feature designed
to encourage long-term employment by executives.
Pursuant to its authority under the 2011 Incentive Compensation Plan, in connection with determining whether
the Company achieved its performance criteria for performance shares, the Compensation Committee excluded the
effect of the Lowes Foods Transaction Expenses for the reasons described above with respect to Incentive Bonuses.
After excluding these expenses and reviewing the performance of the Company, the Compensation Committee
determined that the Company met the applicable performance criteria for issuance of restricted stock in settlement
of performance shares.
2012 Restricted Stock Awards
Name
Shares of Restricted Stock
Awarded in FY 2012 (1)
Thomas W. Dickson ......................................................... 18,750
Frederick J. Morganthall, II .................................................. 10,000
John B. Woodlief ............................................................ 7,500
Rodney C. Antolock ......................................................... 5,500
Fred A. Jackson .............................................................. —
(1) These awards of restricted stock will vest 20% per year on each of the first five anniversaries of the date of
the award.
2012 Performance Share Awards
Name
Maximum Shares of Restricted Stock
Awardable in FY 2013, Contingent on
FY 2012 Performance (1)
Shares of Restricted Stock
Awarded in FY 2013, Based on
Actual FY 2012 Performance (2)
Thomas W. Dickson ................ 18,750 18,750
Frederick J. Morganthall, II ........ 10,000 10,000
John B. Woodlief ................... 7,500 7,500
Rodney C. Antolock ................ 5,500 5,500
Fred A. Jackson .................... — —
(1) Award was contingent upon achieving operating profit projection for Fiscal 2012 of $197 million.
(2) Once issued, these shares of restricted stock vest 25% per year on each of the first four anniversaries of the
date of the issuance.
Pension Plan and Supplemental Executive Retirement Plan. NEOs participate in the Harris Teeter
Supermarkets, Inc. Employees’ Pension Plan (the “Pension Plan”), a tax-qualified defined benefit retirement plan
for eligible employees, on the same basis as other similarly situated employees. NEOs also participate in the Harris
Teeter Supermarkets, Inc. Supplemental Executive Retirement Plan (the “SERP”), which is an unfunded excess
benefit plan maintained to supplement the benefits payable to participants (generally senior officers of the Company)
under the Pension Plan. SERP participants, depending on length of service and vesting requirements, can become
entitled to retirement payments inclusive of assumed pension, profit sharing and social security retirement benefits
up to 60% of a participant’s final average earnings. See the information under the headings “Pension Plan” and
“SERP” below for a more detailed discussion of the Pension Plan and the SERP. The Company historically viewed
the Pension Plan as a basic component in retaining employees; however, the Company chose to partially freeze
the plan as other programs were deemed a more effective and widely utilized method to compensate and retain
employees. Effective September 30, 2005, the Company’s Board of Directors approved changes to the Pension Plan
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