Harris Teeter 2010 Annual Report Download - page 132

Download and view the complete annual report

Please find page 132 of the 2010 Harris Teeter annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 152

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152

Dickson (together, the “March 2006 Retirement Plans”) that provides each an annual life-time payment in the
amount of $98,000, paid in equal monthly installments. Each of the March 2006 Retirement Plans became effective
as of March 31, 2006, and the first of the monthly payments began on April 1, 2006. Each of the Retired Executives
has been permitted to continue to use the Company’s parking facilities and administrative support for personal
purposes, but is required to reimburse the Company for such usage. Consistent with past practice, each of them
may also request to use Company aircraft for personal purposes, subject to availability and approval by the
Company. No reimbursement to the Company was historically required for such use, nor is reimbursement currently
required or expected to be required in the future. However, Internal Revenue Service regulations require reporting
of such use as taxable income to the individual, determined in accordance with rates prescribed by those regulations.
The Retired Executives will continue to receive the retirement benefits earned as employees with the Company
and, as long as they continue as non-employee directors of the Company, each will continue to receive the annual
fees, meeting fees and other compensation that the Company pays its non-employee directors from time to time.
R. Stuart Dickson retired as a non-employee director at the 2008 Annual Meeting of Shareholders, and Alan T.
Dickson retired as a non-employee director at the 2010 Annual Meeting of Shareholders. The terms of the retirement
benefits provided to Alan T. Dickson and R. Stuart Dickson were approved by the Board of Directors in March
2006 as specified above based upon the relative contributions of such Retired Executives and based on the belief
of the Board of Directors that such benefits were merited by the Retired Executives’ service to the Company. The
terms of those benefits are, in management’s opinion, no more favorable to the executives than the Company would
have provided to other executives for similar services, based on the relative contributions and service of such Retired
Executives.
See “Compensation Discussion and Analysis—Potential Payments Upon Termination of Employment or
Change in Control” included herein for a more detailed discussion of agreements with the NEOs.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
None of the individuals that served as a member of the Compensation Committee during Fiscal 2010 were
at any time officers or employees of the Company or any of its subsidiaries or had any relationship with the Company
requiring disclosure under Securities and Exchange Commission regulations.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 of the Exchange Act requires the Company’s directors, certain officers and beneficial owners of
more than ten percent of the Company’s Common Stock to file reports with the Securities and Exchange Commission
indicating their holdings of and transactions in the Company’s equity securities and to provide copies of such reports
to the Company. To the Company’s knowledge, based solely on a review of such copies or written representations
relating thereto, insiders of the Company complied with all filing requirements for the fiscal year except for one
Form 4 for Fred A. Jackson, relating to one transaction, which was filed by the Company on his behalf in an untimely
manner due to administrative error.
SHAREHOLDER PROPOSALS
The deadline for submission of shareholder proposals pursuant to Rule 14a-8 under the Exchange Act for
inclusion in the Company’s proxy statement for its 2012 Annual Meeting of Shareholders is August 29, 2011. Any
shareholder proposal to be submitted at the 2012 Annual Meeting of Shareholders (but not required to be included
in the Company’s proxy statement), including nominations for election to the Board of Directors, must also comply
with Article III, Section 12 of the Company’s Bylaws, which requires that a shareholder give written notice to the
Company not later than the 45th day prior to the first anniversary of the date the Company first mailed its proxy
materials for the preceding year’s annual meeting of shareholders. Shareholder proposals submitted at the 2012
Annual Meeting of Shareholders (but not required to be included in the Company’s proxy statement) will not be
considered timely unless the notice required by the Bylaws is delivered to the Secretary of the Company not later
than November 12, 2011.
54