Kroger 2010 Annual Report Download - page 49
Download and view the complete annual report
Please find page 49 of the 2010 Kroger annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2
-
3
-
4
-
5
-
6
-
7
-
8
-
9
-
10
-
11
-
12
-
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39 -
40 -
41 -
42 -
43 -
44 -
45 -
46 -
47 -
48 -
49 -
50 -
51 -
52 -
53 -
54 -
55 -
56 -
57 -
58 -
59 -
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
-
126
-
127
-
128
-
129
-
130
-
131
-
132
-
133
-
134
-
135
-
136
-
137
-
138
-
139
-
140
-
141
-
142
-
143
-
144
-
145
-
146
-
147
-
148
-
149
-
150
-
151
-
152
-
153
-
154
-
155
-
156
 |
 |
47
• amerger,consolidation,shareexchange,division,orotherreorganizationortransactionwithKroger
results in Kroger’s voting securities existing prior to that event representing less than 60% of the
combined voting power immediately after the event;
• Kroger’sshareholdersapproveaplanofcompleteliquidationorwindingupofKrogeroranagreement
for the sale or disposition of all or substantially all of Kroger’s assets; or
• duringanyperiodof24consecutivemonths,individualsatthebeginningoftheperiodwhoconstituted
Kroger’s Board of Directors cease for any reason to constitute at least a majority of the Board of
Directors.
Assuming that a change in control occurred on the last day of Kroger’s fiscal year 2010, and the named
executive officers had their employment terminated, they would receive a maximum payment, or, in the
case of group term life insurance, a benefit having a cost to Kroger, in the amounts shown below:
Name
Severance
Benefit
Additional
Vacation and
Bonus
Accrued
and Banked
Vacation
Group Term
Life Insurance
Tuition
Reimbursement
Outplacement
Reimbursement
David B. Dillon . . . . . . . $4,620,000 $99,615 $678,462 $29 $5,000 $10,000
J. Michael Schlotman ... $1,955,000 $36,490 $328,462 $29 $5,000 $10,000
W. Rodney McMullen ... $3,180,000 $66,891 $479,231 $29 $5,000 $10,000
Donald E. Becker ...... $2,090,000 $38,430 $507,692 $29 $5,000 $10,000
Paul W. Heldman ...... $2,218,000 $39,212 $181,000 $29 $5,000 $10,000
Each of the named executive officers also is entitled to continuation of health care coverage for up
to 24 months at the same contribution rate as existed prior to the change in control. The cost to Kroger
cannot be calculated, as Kroger self insures the health care benefit and the cost is based on the health care
services utilized by the participant and eligible dependents.
Under KEPP benefits will be reduced, to the extent necessary, so that payments to an executive
officer will in no event exceed 2.99 times the officer’s average W-2 earnings over the preceding five years.
Kroger’s change in control benefits under KEPP and under stock option and restricted stock agreements
are discussed further in the Compensation Discussion and Analysis section under the “Retirement and
Other Benefits” heading.
CO M P E N S A T I O N PO L I C I E S A S T H E Y RE L A T E T O RI S K MA N A G E M E N T
Kroger’s compensation policies and practices for its employees are designed to attract and retain
highly qualified and engaged employees, and to minimize risks that would have a material adverse effect
on Kroger. One of these policies, the executive compensation recoupment policy, is more particularly
described in the Compensation Discussion and Analysis. Kroger does not believe that its compensation
policies and practices create risks that are reasonably likely to have a material adverse effect on Kroger.