Kroger 2010 Annual Report Download - page 76

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12.2 Incentive Shares will be Shares that are issued at such times, subject to achievement of
such Performance Goals or other goals and on such other terms and conditions as the Committee
deems appropriate and specify in the Agreement relating thereto.
12.3 The maximum number of Shares of Incentive Shares that may be awarded to any Employee
or Director under this Plan during its term is 3,750,000 Shares.
13. Capital Adjustments
The number and class of Shares subject to each outstanding Option, Right or Performance Unit
or Restricted Stock or Incentive Share award, the Option Price and the aggregate number and class of
Shares for which grants or awards thereafter may be made will be subject to such adjustment, if any, as
the Committee in its sole discretion deems appropriate to reflect such events as stock dividends, stock
splits, adoption of stock rights plans, recapitalizations, mergers, consolidations or reorganizations of
or by the Company.
14. Termination or Amendment
The Board may amend or terminate this Plan in any respect at any time. Board approval must be
accompanied by (i) shareholder approval in those cases in which amendment requires shareholder
approval under applicable law or regulations or the requirements of the principal exchange or
interdealer quotation system on which the Shares are listed or quoted, and (ii) affected Optionee or
Grantee approval if the amendment or termination would adversely affect the holder’s rights under
any outstanding grants or awards. The Cash Bonus Program may be wholly or partially amended or
otherwise modified, suspended or terminated at any time or from time to time by the Committee or
the Board. To the extent required by Section 162(m) of the Internal Revenue Code with respect to
bonus awards that the Committee determines should qualify as performance-based compensation
as described in Section 162(m)(4)(C), no action may modify the performance criteria or bonus
potentials after the commencement of the measurement period with respect to which such bonus
awards relate.
15. Modification, Extension and Renewal of Options, Rights, Performance Units, Restricted
Stock and Incentive Shares
Subject to the terms and conditions and within the limitations of the Plan, the Committee may
modify, extend or renew outstanding Options, Rights and Performance Units, or accept the surrender
of outstanding options, rights and performance units (to the extent not theretofore exercised)
granted under the Plan or under any other plan of the Company, a Subsidiary or a company or similar
entity acquired by the Company or a Subsidiary, and authorize the granting of new Options, Rights
and Performance Units pursuant to the Plan in substitution therefor (to the extent not theretofore
exercised), and the substituted Options, Rights and Performance Units may specify a longer term
than the surrendered options, rights and performance units or may have any other provisions that are
authorized by the Plan; provided that the exercise price may not be less than that of the surrendered
option, rights and performance units. Subject to the terms and conditions and within the limitations
of the Plan, the Committee may modify the terms of any outstanding Agreement providing for awards
of Restricted Stock or Incentive Shares. Notwithstanding the foregoing, however, no modification
of an Option, Right or Performance Unit granted under the Plan, or an award of Restricted Stock or
Incentive Shares, will, without the consent of the Optionee or Grantee, alter or impair any of the
Optionee’s or Grantee’s rights or obligations.