Harris Teeter 2010 Annual Report Download - page 135

power of the stock of such corporation. However, if any one person, or more than one person acting as
a group, is considered to own more than 50 percent of the total fair market value or total voting power
of the stock of a corporation, the acquisition of additional stock by the same person or persons is not
considered to cause a change in ownership of the corporation (or to cause a change in the effective control
of the corporation (within the meaning of paragraph (ii) below)).
(ii) Notwithstanding that a corporation has not undergone a change in ownership under paragraph
(i) above, a “change in effective control” of a corporation occurs on the date of either:
(A) Any one person, or more than one person acting as a group, acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such person or
persons) ownership of stock of the corporation possessing 30 percent or more of the total voting
power of the stock of such corporation; or
(B) A majority of members of the corporation’s board of directors is replaced during any 12-
month period by directors whose appointment or election is not endorsed by a majority of the
members of the corporation’s board of directors prior to the date of the appointment or election.
For purposes of this paragraph (ii), the term “corporation” refers to the Company.
(iii) A “change in the ownership of substantial assets” of a corporation occurs on the date that any
one person, or more than one person acting as a group, acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such person or persons) assets from the
corporation that have a total gross fair market value equal to or more than 40 percent of the total gross
fair market value of all of the assets of the corporation immediately prior to such acquisition or
acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation,
or the value of the assets being disposed of, determined without regard to any liabilities associated with
such assets. For purposes of this paragraph (iii), the term “corporation” refers to the Company and/or
Harris Teeter, Inc., as specified by the Committee in the terms of the applicable Grant Agreement.
(f) “Code” means the Internal Revenue Code of 1986, as amended.
(g) “Consultant” means a Service Provider who is not an Employee or Outside Director.
(h) “Committee” means the Compensation Committee of the Board (or any successor Board committee
designated by the Board to administer the Plan), provided that, if any member of the Compensation Committee
does not qualify as (i) an outside director for purposes of Code section 162(m), (ii) a non-employee director
for purposes of Rule 16b-3, and (iii) an independent director for purposes of the rules of the exchange on which
the Company Stock is traded, the remaining members of the Committee (but not less than two members) shall
be constituted as a subcommittee to act as the Committee for purposes of the Plan. To the extent required under
the terms of the charter of the Compensation Committee of the Board, the term “Committee” for purposes
of this Plan shall mean those members of the Board who meet each of the qualifications described above. To
the extent the charter of the Compensation Committee of the Board requires that any Awards for the executive
officers of the Company be approved by the independent members of the Board, then all references to the
Committee shall be read instead as references to the independent members of the Board.
(i) “Company” means Ruddick Corporation, and its successors or assigns.
(j) “Company Stock” means the common stock of the Company. In the event of a change in the capital
structure of the Company (as provided in Section 14), the shares resulting from the change shall be deemed
to be Company Stock within the meaning of the Plan. Shares of Company Stock may be issued under this
Plan without cash consideration.
(k) “Date of Grant” means (i) with respect to a Non-Option Award, the date on which the Committee
(or, with respect to executive officers or a Director Award, the independent members of the Board) grants the
award; (ii) with respect to a Nonstatutory Option, the date on which the Committee (or, with respect to
executive officers or a Director Award, the independent members of the Board) completes the corporate action
necessary to create a legally binding right constituting the Nonstatutory Stock Option; or (iii) with respect to
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