Harris Teeter 2009 Annual Report Download - page 107

33
transaction or after twenty-four (24) months following a “change in control” transaction. The following is a
summary of the severance benefits the NEOs are expected to receive under the Change-in-Control and Severance
Agreements:
• For Messrs. Dickson and Woodlief, a single lump sum payment in an amount equal to (i) if terminated
other than for “cause” (as defined below), death or disability, two (2) times the sum of his base salary
plus the greater of (a) his “severance accrued bonus” (as defined below) or (b) the average of his total
bonus payments for the prior three full fiscal years ending on or before his termination, and (ii) if
terminated other than for “cause”, a pro-rated portion of his “severance accrued bonus”.
• For Messrs. Morganthall and Jackson, a single lump sum payment in an amount equal to (i) if
terminated other than for “cause”, death or disability, one and one-half (1.5) times the sum of his
base salary plus the greater of (a) his “severance accrued bonus” or (b) the average of his total bonus
payments for the prior three full fiscal years ending on or before his termination, and (ii) if terminated
other than for “cause”, a pro-rated portion of his “severance accrued bonus”.
The following is a summary of the change in control benefits the NEOs are expected to receive under the
Change-in-Control and Severance Agreements if the NEO’s employment terminates at any time within twenty-
four (24) months following a “change in control” transaction:
• For Messrs. Dickson and Woodlief, (i) if terminated by the Company other than for “cause”, death,
or disability, or by the NEO for “good reason” (as defined below), a single lump sum payment in
an amount equal to 2.99 times the sum of his base salary plus the greater of (a) his “CIC accrued
bonus” (as defined below) or (b) his “CIC average prior bonus payments” (as defined below), and (ii)
if terminated by the Company other than for “cause”, or by the NEO for “good reason” the pro-rated
portion of his “CIC prorated bonus” (as defined below). This pro-rated portion of his “CIC prorated
bonus” payment shall be in addition to any pro-rated bonus such NEO may be entitled, during the
period following a “change in control” transaction through the termination of his employment.
• For Messrs. Morganthall and Jackson, (i) if terminated by the Company other than for “cause”, death,
or disability, or by the NEO for “good reason”, a single lump sum payment in an amount equal to
2.5 times the sum of his base salary plus the greater of (a) his “CIC accrued bonus”, or (b) his “CIC
average prior bonus payments” and (ii) if terminated by the Company other than for “cause”, or by
the NEO for “good reason”, a pro-rated portion of his “CIC prorated bonus”. This pro-rated portion
of his “CIC prorated bonus” payment shall be in addition to any pro-rated bonus such NEO may be
entitled, during the period following a “change in control” transaction through the termination of his
employment.
In the event a NEO’s employment is terminated by the Company either before or after a “change in control”
other than for “cause”, or by the NEO for “good reason”, such NEO is also entitled to a payment of a bonus under
the Addendum based upon the Company’s actual performance up to the date of termination of such NEO’s
employment. This bonus shall be the shares, or the cash equivalent, of the performance shares that were awarded
to the NEO, subject to the achievement of certain performance criteria, prior to the termination of the NEO’s
employment. The shares received shall be fully vested.
In addition, in the event a NEO’s employment is terminated by the Company either before or after a
“change in control” other than for “cause”, death or disability, or by the NEO for “good reason”, each such
NEO is entitled to continue certain employee benefits, including medical/dental, disability and life insurance
coverage, for a period of time following a termination within 24 months of “change in control”. The period of
continued benefits shall be 36 months for Messrs. Dickson and Woodlief and 30 months for Messrs. Morganthall
and Jackson. Alternatively, each such NEO is entitled to continue certain employee benefits, including medical/
dental, disability and life insurance coverage, for a different period of time following a termination before a
“change in control” or more than 24 months after a “change in control”. The period of continued benefits shall
be 24 months for Messrs. Dickson and Woodlief and 18 months for Messrs. Morganthall and Jackson. A NEO
may elect to waive these benefits and in lieu thereof receive a single lump sum payment, equal to the Company’s
costs in providing such benefits, including any related tax gross-up, if applicable.