Kroger 2010 Annual Report Download - page 71

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69
the number of Shares that may be issued under the Plan will be reduced by four Shares. In addition
to the decisions that it makes in administering the Insider Program, annually the Committee for the
Insider Program will approve the number of Shares to be granted under the Non-Insider Program for
that fiscal year.
5.2 If an Option, Right or Performance Unit expires or terminates for any reason (other than
termination by virtue of the exercise of a Related Option, Related Right or a Related Performance Unit,
as the case may be) without having been fully exercised, if Shares of Restricted Stock are forfeited or if
Incentive Shares are not issued or are forfeited, the unissued or forfeited Shares that had been subject
to the Agreement relating thereto will become available for the grant of other Options, Rights and
Performance Units or for the award of additional Restricted Stock or Incentive Shares, provided that
in the case of forfeited Shares, the Grantee has received no dividends prior to forfeiture with respect
to such Shares.
6. Options
6.1 The Committee is authorized to grant Options to Employees and Directors.
6.2 The Option Period for Options granted to Employees and Directors will be determined by
the Committee and specifically set forth in the Agreement. No Option will be exercisable before six
months after the Date of Grant (except that this limitation need not apply in the event of the death or
disability of the Optionee within the six-month period) or after ten years from the Date of Grant.
6.3 The maximum number of Shares with respect to which Options may be granted to any
Employee or Director under this Plan during its term is 3,750,000 Shares. In no event will the Option
Price of an Option be less than the Fair Market Value of a Share at the time of the grant.
6.4 Except in connection with a corporate transaction involving the company (including,
without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares) or as
otherwise permitted pursuant to Article 13 or Article 15, the Option Price of an Option as set forth
on the Date of Grant will not be reduced during the term of the Option, nor will Options be canceled
in exchange for cash, other awards, or newly issued Options with an Option Price that is less than
the Option Price of the original Options without shareholder approval (i.e., Options will not be
“repriced”).
6.5 All other terms of Options granted under the Plan will be determined by the Committee
in its sole discretion.
7. Rights
7.1 The Committee is hereby authorized to grant Rights to Employees and Directors.
7.2 A Right may be granted under the Plan:
(a) in connection with, and at the same time as, the grant of an Option under the
Plan; or
(b) independently of any Option granted under the Plan.
A Right granted under clause (a) of the preceding sentence is a Related Right. A Related Right
may, in the Committee’s discretion, apply to all or a portion of the Shares subject to the Related
Option.