Harris Teeter 2010 Annual Report Download - page 103

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2010 Restricted Stock Awards
Name Shares of Restricted Stock
Awarded in FY 2010 (a)
Thomas W. Dickson ...................................... 12,500
John B. Woodlief ......................................... 6,250
Frederick J. Morganthall, II ............................... 6,250
Fred A. Jackson ........................................... 4,500
(a) These awards of restricted stock will vest 20% per year on each of the first five anniversaries of the date of
the award.
2010 Performance Share Awards
Name
Maximum Shares of Restricted Stock
Awardable in FY 2011, Contingent on
FY 2010 Performance
Shares of Restricted Stock
Awarded in FY 2011, Based on
Actual FY 2010 Performance (d)
Thomas W. Dickson (a) .................. 12,500 12,500
John B. Woodlief (a) ..................... 6,250 6,250
Frederick J. Morganthall, II (b) ............ 6,250 6,250
Fred A. Jackson (c) ...................... 4,500 4,500
(a) 95% of award was contingent upon Harris Teeter meeting its operating profit projection for Fiscal 2010; 5%
of award was contingent upon A&E meeting its operating profit projection for Fiscal 2010.
(b) Award was contingent upon Harris Teeter meeting its operating profit projection for Fiscal 2010 along with
the individual executive meeting his performance target for Fiscal 2010 as described above under
“Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity Incentive
Compensation.”
(c) Award was contingent upon A&E meeting its operating profit projection for Fiscal 2010.
(d) Once issued, these shares of restricted stock vest 25% per year on each of the first four anniversaries of the
date of the issuance.
Pension Plan and Supplemental Executive Retirement Plan. NEOs participate in the Ruddick Corporation
Employees’ Pension Plan (the “Pension Plan”), a tax-qualified defined benefit retirement plan for eligible
employees, on the same basis as other similarly situated employees. NEOs also participate in the Ruddick
Supplemental Executive Retirement Plan (the “SERP”), which is an unfunded excess benefit plan maintained to
supplement the benefits payable to participants (generally senior officers of the Company and its subsidiaries) under
the Pension Plan. SERP participants, depending on length of service and vesting requirements, can become entitled
to retirement payments inclusive of assumed pension, profit sharing and social security retirement benefits equal
to up to 60% of a participant’s final average earnings. See “Compensation Discussion and Analysis – Pension Plan
and SERP” for a more detailed discussion of the Pension Plan and the SERP. The Company historically viewed
the Pension Plan as a basic component in retaining employees; however, the Company chose to freeze the plan
as other programs were deemed a more effective and widely utilized method to compensate and retain employees.
Effective September 30, 2005, the Company’s Board of Directors approved changes to the Pension Plan which froze
participation and benefit accruals for all participants, with certain transition benefits provided to those participants
that achieved specified age and service levels on December 31, 2005. These transition benefits were provided to
the majority of the Pension Plan participants as determined on the date of the freeze. Each of the Company’s NEOs
is entitled to these transition benefits and, as a result, the expected benefits to each under the SERP and Pension
Plan were not substantially affected by the plan changes.
Deferred Compensation Plan. The Company has a deferred compensation plan, the FDP, which allows eligible
participants to forego the receipt of earned compensation for specified periods of time. Each of the NEOs is eligible
to participate in the FDP. Pursuant to the FDP, compensation earned by participants (which is also reported in the
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