Kroger 2010 Annual Report Download - page 70

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(b) for restrictions on the transfer, sale or other disposition of Shares issued to the
Optionee upon the exercise of an Option, Right or Performance Unit, for other restrictions permitted
by Article 11 with respect to Restricted Stock or for conditions with respect to the issuance of Incentive
Shares;
(c) for an agreement by the Optionee or Grantee to resell to the Company, under
specified conditions, Shares issued upon the exercise of an Option, Right or Performance Unit or
awarded as Restricted Stock or Incentive Shares;
(d) for the payment of the Option Price upon the exercise by an Employee or Director
of an Option otherwise than in cash, including without limitation by delivery of Common Shares
(other than Restricted Stock) valued at Fair Market Value on the Date of Exercise of the Option, or a
combination of cash and Shares; and
(e) for the deferral of receipt of amounts that otherwise would be distributed upon
exercise of a Performance Unit, the terms and conditions of any such deferral and any interest or
dividend equivalent or other payment that will accrue with respect to deferred distributions;
3.4 to construe and interpret the Agreements and the Plan;
3.5 to require, whether or not provided for in the pertinent Agreement, of any person
exercising an Option, Right or Performance Unit or acquiring Restricted Stock or Incentive Shares,
at the time of such exercise or acquisition, the making of any representations or agreements that the
Committee may deem necessary or advisable in order to comply with the securities laws of the United
States or of any state;
3.6 to provide for satisfaction of an Optionee’s or Grantee’s tax liabilities arising in connection
with the Plan through, without limitation, retention by the Company of Common Shares otherwise
issuable on the exercise of an Option, Right or Performance Unit or pursuant to an award of Incentive
Shares or through delivery of Common Shares to the Company by the Optionee or Grantee under such
terms and conditions as the Committee deems appropriate; and
3.7 to make all other determinations and take all other actions necessary or advisable for the
administration of the Plan.
Any determinations or actions made or taken by the Committee pursuant to this Article will be
binding and final.
4. Eligibility
Options, Rights, Performance Units, Restricted Stock and Incentive Shares may be granted or
awarded only to Employees and Directors. Cash Bonuses may only be awarded to Employees. In
no event may any participant receive awards and grants totaling more than 3,750,000 Shares in the
aggregate under this Plan, and no single Cash Bonus to a participant may exceed $5,000,000.
5. Shares Subject to the Plan
5.1 The maximum number of Shares that may be issued under the Plan is 25,000,000 Shares.
Except as otherwise provided in the following sentence, the maximum number of Shares that may be
issued as Restricted Stock, Incentive Shares, or Performance Units under the Plan is 10,000,000 Shares
in the aggregate. Notwithstanding the foregoing, the Committee for the Insider Program may increase
the number of Shares that may be issued as Restricted Stock, Incentive Shares, or Performance Units to
an amount in excess of 10,000,000 Shares, provided that for each such Share in excess of 10,000,000
Shares that are issued as Restricted Stock, Incentive Shares, or Performance Units, in the aggregate,