Harris Teeter 2010 Annual Report Download - page 137

before interest and taxes and net earnings, and may be determined in accordance with United States Generally
Accepted Accounting Principles (“GAAP”) or adjusted to include or exclude any or all items), earnings per
share (on a GAAP or non-GAAP basis), growth in any of the foregoing measures, stock price, return on equity
or average shareholders’ equity, total shareholder return, growth in shareholder value relative to the moving
average of S&P 500 Index or another index, return on capital, return on assets or net assets, return on
investment, economic value added, market shares, overhead or other expense reduction, credit rating, strategic
plan development and implementation, succession plan development and implementation, improvement in
workforce, diversity, customer indicators, improvements in productivity, attainment of objective operating
goals and employee metrics.
(aa) “Performance Goal” means an objectively determinable performance goal established by the
Committee that relates to one or more Performance Criteria.
(bb) “Performance Share” means a right to receive Company Stock (including Restricted Stock) or cash
awarded upon the terms and subject to grant and vesting conditions as set forth in Section 7.
(cc) “Plan” means this Ruddick Corporation 2011 Incentive Compensation Plan, as it may be amended
from time to time.
(dd) “Plan Year” means the calendar year.
(ee) “Related Company” means, (i) for purposes of determining eligibility to receive an Incentive Stock
Option, any “parent corporation” with respect to the Company within the meaning of Code section 424(e) or
any “subsidiary corporation” with respect to the Company within the meaning of Code section 424(f); (ii) for
purposes of determining eligibility to receive a Nonstatutory Stock Option, any corporation or other entity
in a chain of corporations or other entities in which each corporation or other entity has a controlling interest
(within the meaning of Section 1.409A-1(b)(5)(E)(1) of the Treasury Regulations (or any successor provision))
in another corporation or other entity in the chain, beginning with a corporation or other entity in which the
Company has a controlling interest; and (iii) for all other purposes under the Plan, any corporation, trade or
business that would be required to be treated as a single employer with the Company under Code
sections 414(b) or (c), provided that, in applying Code sections 1563(a)(1), (2) and (3) for purposes of
determining a controlled group of corporations, or in applying Section 1.414(c)-2 of the Treasury Regulations
for purposes of determining trades or businesses under common control, the phrase “at least 50%” shall replace
the phrase “at least 80%” each time it appears in those sections.
(ff) “Repricing” means, with respect to an Option, any of the following: (i) the lowering of the exercise
price after the Date of Grant; (ii) the taking of any other action that is treated as a repricing under generally
accepted accounting principles; or (iii) the cancellation of the Option at a time when its exercise price exceeds
the Fair Market Value of the underlying Company Stock in exchange for any other Award, unless the
cancellation and exchange occurs in connection with a Corporate Event (as defined in Section 14(b) below).
(gg) “Restricted Stock” means Company Stock awarded upon the terms and subject to restrictions as
set forth in Section 6.
(hh) “Restricted Stock Unit” means a right to receive Company Stock (including Restricted Stock) or
cash awarded upon the terms and subject to vesting conditions as set forth in Section 7.
(ii) “Retirement” means retirement as determined under procedures established by the Committee or
in any Award, as set forth in a Participant’s Grant Agreement.
(jj) “Rule 16b-3” means Rule 16b-3 of the Securities and Exchange Commission promulgated under
the Act, as amended from time to time.
(kk) “Service Provider” means an Employee, Consultant or other natural person employed by or
providing bona fide services to the Company or a Related Company, excluding any Outside Director.
(ll) “Stock Award” means a share of Company Stock awarded upon the terms set forth in Section 9.
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