Kroger 2010 Annual Report Download - page 75

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73
11.3 Restricted Stock awards will be evidenced by Agreements containing provisions setting
forth the terms and conditions governing such awards. Each such agreement will contain the
following:
(a) prohibitions against the sale, assignment, transfer, exchange, pledge,
hypothecation, or other encumbrance of (i) the Shares awarded as Restricted Stock under the Plan,
(ii) the right to vote the Shares, or (iii) the right to receive dividends thereon in each case during the
restriction period applicable to the Shares; provided, however, that the Grantee will have all the other
rights of a shareholder including, but not limited to, the right to receive dividends and the right to vote
the Shares;
(b) at least one term, condition or restriction constituting a “substantial risk of
forfeiture” as defined in Section 83(c) of the Code;
(c) such other terms, conditions and restrictions as the Committee in its discretion may
specify (including, without limitation, provisions creating additional substantial risks of forfeiture);
(d) a requirement that each certificate or other evidence of ownership representing
Shares of Restricted Stock must be deposited with the Company, or its designee, and will bear the
following legend:
“This certificate or other evidence of ownership and the shares of stock
represented hereby are subject to the terms and conditions (including
the risks of forfeiture and restrictions against transfer) contained in
THE KROGER CO. 2011 Long-Term Incentive and Cash Bonus Plan and
an Agreement entered into between the registered owner and The
Kroger Co. Release from such terms and conditions will be made only in
accordance with the provisions of the Plan and the Agreement, a copy of
each of which is on file in the office of the Secretary of The Kroger Co.
(e) the applicable period or periods of any terms, conditions or restrictions applicable
to the Restricted Stock, provided, however, that the Committee in its discretion may accelerate the
expiration of the applicable restriction period with respect to any part or all of the Shares awarded to
a Grantee; and
(f) the terms and conditions upon which any restrictions upon Shares of Restricted
Stock awarded under the Plan will lapse and new certificates free of the foregoing legend will be
issued to the Grantee or his or her legal representative.
11.4 The Committee may include in an Agreement a requirement that in the event of a Grantee’s
termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted
Stock will be forfeited by the Grantee to the Company without payment of any consideration by the
Company, and neither the Grantee nor any successors, heirs, assigns or personal representatives of
the Grantee will thereafter have any further rights or interest in the Shares or certificates.
11.5 The maximum number of Shares of Restricted Stock that may be awarded to any Employee
or Director under this Plan during its term is 3,750,000 Shares.
12. Incentive Share Awards
12.1 The Committee is hereby authorized to award Incentive Shares to Employees and
Directors.