Kroger 2010 Annual Report Download - page 68

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66
1.14 “Grantee” means an Employee or a Director to whom Restricted Stock has been awarded
pursuant to Article 11 or to whom Incentive Shares have been awarded pursuant to Article 12.
1.15 “Incentive Share” means a Share awarded pursuant to Article 12.
1.16 “Insider” means an officer of the Company subject to Section 16(a) of the Exchange Act.
1.17 “Insider Program” means that portion of the Plan under which grants or awards are made
to Insiders and Directors.
1.18 “Non-Insider Program” means that portion of the Plan under which grants or awards are
made to Employees, excluding Insiders.
1.19 “Option” means a nonstatutory stock option granted under the Plan that does not qualify
as an incentive stock option under Section 422 of the Code.
1.20 “Option Period” means the period during which an Option may be exercised.
1.21 “Option Price” means the price per Share at which an Option may be exercised. The
Option Price will be determined by the Committee, but in no event will the Option Price of an Option
be less than the Fair Market Value per Share determined as of the Date of Grant.
1.22 “Optionee” means an Employee or Director to whom an Option, Right or Performance
Unit has been granted.
1.23 “Performance Goals” means performance goals established by the Committee that may be
based on: (i) earnings or earnings per share of Kroger, a unit of Kroger, or designated projects; (ii) total
sales, identical sales, or comparable sales of Kroger, a unit of Kroger, or designated projects; (iii) cash
flow; (iv) cash flow from operations; (v) operating profit or income; (vi) net income; (vii) operating
margin; (viii) net income margin; (ix) return on net assets; (x) economic value added; (xi) return
on total assets; (xii) return on common equity; (xiii) return on total capital; (xiv) total shareholder
return; (xv) revenue; (xvi) revenue growth; (xvii) earnings before interest, taxes, depreciation and
amortization (“EBITDA”); (xviii) EBITDA growth; (xix) funds from operations per share and per
share growth; (xx) cash available for distribution; (xxi) cash available for distribution per share and
per share growth; (xxii) share price performance on an absolute basis and relative to an index of
earnings per share or improvements in Kroger’s attainment of expense levels; (xxiii) reduction in
operating costs as a percentage of sales; (xxiv) performance in key categories; (xxv) implementing
or completion of strategic initiatives or critical projects, and (xxvi) key category performance as
measured by the results of surveys of customers or associates; or any other objective goals established
by the Committee, and may be absolute in their terms or measured against or in relationship to other
companies similarly or otherwise situated. Performance goals may be particular to an employee or
the department, branch, Subsidiary or other division in which he or she works, or may be based on
the performance of the Company generally, and may cover such period as may be specified by the
Committee.
1.24 “Performance Unit” means a performance unit granted under the Plan in accordance with
Article 8.
1.25 “Performance Unit Period” means the period during which a Performance Unit is
outstanding.
1.26 “Plan” means THE KROGER CO. 2011 Long-Term Incentive and Cash Bonus Plan.