Kroger 2010 Annual Report Download - page 69

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67
1.27 “Related Option” means the Option in connection with which a specified Right or
Performance Unit is granted.
1.28 “Related Performance Unit” means the Performance Unit granted in connection with a
specified Option.
1.29 “Related Right” means the Right granted in connection with a specified Option.
1.30 “Restricted Stock” means Shares awarded pursuant to Article 11.
1.31 “Right” means a stock appreciation right granted under the Plan pursuant to Article 7.
1.32 “Right Period” means the period during which a Right may be exercised.
1.33 “Share” means an authorized but unissued common share, par value $1.00 per share, of
the Company, or a reacquired previously issued common share.
1.34 “Stock Option Committee” means a committee of three or more members appointed by
the Chief Executive Officer of the Company to administer the Non-Insider Program, each of whom is
ineligible to receive grants or awards under the Non-Insider Program, and has been so ineligible for at
least one year.
1.35 “Subsidiary” means a corporation at least 50% of the total combined voting power of all
classes of stock of which is owned by the Company, either directly or through one or more other
Subsidiaries.
2. Purpose
The Plan is intended to assist in attracting and retaining Employees and Directors of outstanding
ability and to promote the identification of their interests with those of the shareholders of the
Company.
3. Administration
The Plan will be administered by the Committee. In addition to any other powers granted to the
Committee, it will have the following powers, subject to the express provisions of the Plan:
3.1 to determine in its discretion the Employees to whom Options, Performance Units or
Rights will be granted, to whom Restricted Stock and Incentive Shares will be awarded, and those
Employees eligible to receive Cash Bonuses; the number of Shares to be subject to each Option, Right,
Performance Unit, Restricted Stock or Incentive Share award, and the terms upon which Options,
Rights or Performance Units may be acquired and exercised and the terms and conditions of Restricted
Stock and Incentive Share awards and Cash Bonuses;
3.2 to determine all other terms and provisions of each Agreement, which need not be
identical;
3.3 without limiting the generality of the foregoing, to provide in its discretion in an
Agreement:
(a) for an agreement by the Optionee or Grantee to render services to the Company
or a Subsidiary upon such terms and conditions as may be specified in the Agreement, provided
that the Committee will not have the power to commit the Company or any Subsidiary to employ or
otherwise retain any Optionee or Grantee;