Harris Teeter 2009 Annual Report Download - page 81

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August 2008. Prior to that time, Mr. Stowe was the President and Chief Executive Officer of Canal Holdings,
LLC, a real estate and asset management company, from October 2001 to March 2006. Prior to that time, he was
the President and Chief Executive Officer of Canal Industries, Inc., a forest products company, from March 1997
until October 2001. Mr. Stowe is also the Chairman of the Board of the Waccamaw Community Foundation and
the South Carolina Education Oversight Committee. Mr. Stowe has been a director of the Company since 1998
and also serves as a director of SCANA Corporation.
is a i a h ti D W e l l , age 64, was the Georgia Wealth Management Director and Executive Vice President of
Wachovia Bank, N.A. from September 2001 to February 2005. Prior to that time, he served as the President,
Georgia Banking, of Wachovia Bank from July 1999 to September 2001. Mr. Tidwell has been a director of the
Company since 1999 and also serves as a director of Lance, Inc. and Lincoln National Corporation.
Wi l l i a m C. Wa R D e n , JR., age 57, was the Executive Vice President, Administration, of Lowes Companies,
Inc. from February 1996 to February 2003. Mr. Warden has been a director of the Company since February 2008
and also serves as a director of Bassett Furniture Industries, Incorporated.
Thomas W. Dickson is the nephew of Alan T. Dickson. No other director has a family relationship as close
as first cousin with any other executive officer, director or nominee for director of the Company.
Directors’ Fees and Attendance
Effective September 29, 2008, the Company compensated each director who was not an employee of the
Company or its subsidiaries via an annual fee in the amount of $34,000 for services as a director, plus a meeting
fee for each Board of Directors or committee meeting attended. The meeting fee was $2,000 per meeting in the
fiscal year ended September 27, 2009. The Chairman of the Audit Committee was paid an annual fee of $6,000
in addition to the fees described herein.
Pursuant to the Ruddick Corporation Director Deferral Plan (the “Deferral Plan”), non-employee directors
of the Company may generally defer the payment of the annual fee and/or board meeting fees. The fees deferred
by a director are converted into stock units and credited to the director’s account as of the date such fees would
have otherwise been paid to the director (the “Valuation Date”). The account of a director is credited with a
number of stock units equal to the number of whole and fractional shares of Common Stock which the director
would have received with respect to such fees if the fees had been paid in Common Stock, determined by
dividing such fees by the average of the high and low sale price (“Average Price”) of a share of Common Stock
on the Valuation Date. Director’s accounts are equitably adjusted for the amount of any dividends, stock splits
or applicable changes in the capitalization of the Company. The Company uses a non-qualified trust to purchase
and hold the Common Stock to satisfy the Company’s obligation under the Deferral Plan, and the directors are
general creditors of the Company in the event the Company becomes insolvent. Upon termination of service as
a director or in the event of death, the number of stock units in the director’s account are delivered and paid in
the form of whole shares of Common Stock to the director or a designated beneficiary, plus the cash equivalent
for any fractional shares.
Pursuant to the provisions of the Company’s equity incentive plans, the Company has automatically granted
to each new non-employee director upon his or her initial election as director a ten-year option to purchase
10,000 shares of Common Stock at an exercise price per share equal to the Average Price of the Common Stock
on the date of grant of the option. These options are immediately vested on the date of the director’s election.
In addition to the compensation discussed herein, the Company grants other incentive awards to its non-
employee directors from time to time. At the meeting of the Board of Directors held on November 20, 2008 each
of John R. Belk, John P. Derham Cato, Alan T. Dickson, James E. S. Hynes, Anna Spangler Nelson, Bailey W.
Patrick, Robert H. Spilman, Jr., Harold C. Stowe, Isaiah Tidwell and William C. Warden, Jr., constituting all
of the non-employee directors of the Company at the time of the meeting, were credited with a discretionary