Harris Teeter 2010 Annual Report Download - page 138

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(mm) “Taxable Year” means the fiscal period used by the Company for reporting taxes on its income
under the Code.
(nn) “Ten Percent Stockholder” means a person who owns, directly or indirectly, stock possessing more
than ten percent of the total combined voting power of all classes of stock of the Company or any Related
Company. Indirect ownership of stock shall be determined in accordance with Code section 424(d).
(oo) “Treasury Regulations” mean the final, temporary or proposed regulations issued by the Treasury
Department and/or Internal Revenue Service as codified in Title 26 of the United States Code of Federal
Regulations. Any references made in the Plan to specific Treasury Regulations shall also refer to any successor
or replacement regulations thereto.
3. General. The following types of Awards may be granted under the Plan: shares of Restricted Stock,
Restricted Stock Units, Performance Shares, Options or Stock Awards. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options.
4. Stock
(a) Reserve. Subject to Section 14 of the Plan, there shall be reserved for issuance under the Plan an
aggregate of 2,600,000 shares of Company Stock, which shall be authorized but unissued shares and which,
in the sole discretion of the Committee, may be granted in connection with Incentive Stock Options or other
types of Awards. Any shares subject to an award under the Prior Plans that is outstanding as of the Effective
Date and which expires, is forfeited or otherwise terminates unexercised, shall be added to the shares reserved
for issuance under the Plan. For all purposes under the Plan, each Performance Share or Restricted Stock Unit
awarded shall be counted as one share of Company Stock subject to an Award.
(b) Share Use. Shares allocable to Awards or portions thereof granted under the Plan or to incentive
awards granted under the Prior Plans that expire, are forfeited, or that terminate unexercised may be subjected
to a new Award under the Plan. Any shares of Company Stock tendered or exchanged by a Participant as full
or partial payment to the Company of the exercise price under an Option and any shares retained or withheld
by the Employer in satisfaction of an Employee’s obligations to pay Applicable Withholding Taxes with respect
to any Incentive Award shall not be available for issuance, subjected to new Awards or otherwise used to
increase the share reserve under the Plan. The cash proceeds from Option exercises shall not be used to
repurchase shares on the open market for reuse under the Plan.
(c) Prior Plans. Upon approval of the Plan by the Company’s stockholders, no additional grants of
incentive awards shall be made under the Prior Plans.
(d) Plan Limits. All of the shares of Company Stock that may be issued under this Plan may be issued
upon the exercise of Options that qualify as Incentive Stock Options. No more than 200,000 shares may be
allocated to Awards that are granted to any individual Participant during any single Taxable Year. The aggregate
maximum cash amount payable under the Plan to any Participant in any single Taxable Year shall not exceed
$1,750,000.
5. Eligibility
(a) Incentive Awards.All present and future Service Providers of the Company or any Related Company
(whether now existing or hereafter created or acquired) who have contributed or who can be expected to
contribute significantly to the Company or a Related Company shall be eligible to receive Incentive Awards
under the Plan. The Committee (or, with respect to executive officers, the independent members of the Board)
shall have the power and complete discretion, as provided in Section 15, to select eligible Service Providers
to receive Incentive Awards and to determine for each Service Provider the nature of the award and the terms
and conditions of each Incentive Award.
(b) Director Awards. All present and future Outside Directors shall be eligible to receive Director
Awards under the Plan. The independent members of the Board shall have the power and complete discretion
to select eligible Outside Directors to receive Director Awards and to determine for each Outside Director the
nature of the award and the terms and conditions of each Director Award.
A-5