Kroger 2010 Annual Report Download - page 73

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7.9 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 exercise price of a Right as set forth
on the Date of Grant will not be reduced during the term of the Right, nor will Rights be canceled
in exchange for cash, other awards, or newly issued Rights with an exercise price that is less than
the exercise price of the original Rights without shareholder approval (i.e., Rights will not be
“repriced”).
8. Performance Units
8.1 The Committee is hereby authorized to grant Performance Units to Employees and
Directors.
8.2 Performance Units 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 Performance Unit granted under clause (a) of the preceding sentence is a Related Performance
Unit. A Related Performance Unit may, in the Committee’s discretion, apply to all or a portion of the
shares subject to the Related Option.
8.3 A Performance Unit may be exercised in whole or in part as provided in the Agreement,
and, subject to the provisions of the Agreement, entitles its Optionee to receive, without any payment
to the Company (other than required income tax withholding amounts), cash, Shares or a combination
of cash and Shares, based upon the degree to which Performance Goals established by the Committee
and specified in the Agreement have been achieved.
8.4 The Performance Unit Period will be determined by the Committee and specifically set
forth in the Agreement, provided, however --
(a) a Performance Unit may not be exercised before the expiration of six months from
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); and
(b) a Performance Unit will expire no later than the earlier of (i) ten years from the
Date of Grant, or (ii) in the case of a Related Performance Unit, the expiration of the Related Option.
8.5 Each Agreement granting Performance Units will specify the number of Performance
Units granted; provided, however, that the maximum number of Related Performance Units may not
exceed the maximum number of Shares subject to the Related Option.
8.6 The exercise, in whole or in part, of Related Performance Units will cause a reduction
in the number of Shares subject to the Related Option and the number of Performance Units in
accordance with the terms of the Agreement. Similarly, the exercise, in whole or in part, of a Related
Option, will cause a reduction in the number of Shares subject to the Related Performance Unit equal
to the number of Shares with respect to which the Related Option is exercised.
8.7 Performance Units granted under the Plan, to the extent determined by the Committee,
will comply with the requirements of Rule 16b-3 under the Exchange Act during the term of this Plan.
Should any additional provisions be necessary for this Article 8 to comply with the requirements of