Harris Teeter 2010 Annual Report Download - page 136

an Incentive Stock Option, the date on which the Committee (or, with respect to executive officers, the
independent members of the Board) completes the corporate action constituting an offer of stock for sale to
a Participant under the terms and conditions of the Incentive Stock Option. With respect to any Award, the
Committee (and, with respect to executive officers or any Director Award, the independent members of the
Board) may specify a future date on which the grant is to be granted or become effective.
(l) “Director Award” means any Nonstatutory Option, share of Restricted Stock, Stock Award,
Restricted Stock Unit or Performance Share awarded to an Outside Director under the Plan.
(m) “Disability” means, as to an Incentive Stock Option, a Disability within the meaning of Code
section 22(e)(3). As to all other Awards, Disability (or variations thereof) means, unless otherwise provided
in the Grant Agreement with respect to the award, a Disability within the meaning of Code
section 409A(a)(2)(C) and Section 1.409A-3(i)(4) of the Treasury Regulations (or any successor provision).
The Committee (or, with respect to a Director Award, the Board) shall determine whether a Disability exists
and the determination shall be conclusive.
(n) “Effective Date” means the date described in Section 11 of the Plan.
(o) “Employee” means an individual employed by the Company or a Related Company as a common-
law employee.
(p) “Employer” means the Company or Related Company with respect to which an Employee provides
services.
(q) “Fair Market Value” means, with respect to a share of Company Stock on a particular date, the mean
between the highest and lowest composite sales price per share of the Company Stock, as reported on the
consolidated transaction reporting system for the New York Stock Exchange for that date, or, if there shall
have been no such reported prices for that date, the reported mean price on the last preceding date on which
a composite sale or sales were effected on one or more of the exchanges on which the shares of Company
Stock were traded shall be the Fair Market Value.
(r) “Grant Agreement” means the written agreement between the Company and a Participant containing
the terms and conditions with respect to an Award.
(s) “Incentive Award” means any Option, share of Restricted Stock, Stock Award, Restricted Stock Unit
or Performance Share awarded to a Service Provider under the Plan.
(t) “Incentive Stock Option” means an Option intended to meet the requirements of, and qualify for
favorable federal income tax treatment under, Code section 422.
(u) “Non-Option Award” means an Award other than an Option.
(v) “Nonstatutory Stock Option” means an Option that does not meet the requirements of Code
section 422, or, even if meeting the requirements of Code section 422, is not intended to be an Incentive Stock
Option and is so designated.
(w) “Option” means a right to purchase Company Stock granted under the Plan, at a price determined
in accordance with the Plan granted under Section 8.
(x) “Outside Director” means a member of the Board who is not an Employee and who meets any other
qualifications that may be established by the Board to be treated as an Outside Director under the Plan.
(y) “Participant” means any Service Provider or Outside Director who receives anAward under the Plan.
(z) “Performance Criteria” means any one or more of the performance criteria listed below as applied
to the performance of the Company as a whole or any business unit of the Company. The performance criteria
may be applied either individually, alternatively, or in any combination and measured on an absolute basis
or relative to a pre-established target as may be specified and approved by the Committee. The performance
criteria may include: return on invested capital, net operating profit (before or after tax), operating profit
margin, gross margin, operating profit, earnings before income taxes, earnings (which may include earnings
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