Harris Teeter 2010 Annual Report Download - page 140

irrevocable instructions to a broker to deliver promptly to the Employer, from the sale or loan proceeds with
respect to the sale of Company Stock or a loan secured by Company Stock, the amount necessary to pay the
Applicable Withholding Taxes.
7. Performance Shares and Restricted Stock Units
(a) The Committee (or, with respect to executive officers, the independent members of the Board) may
grant Performance Shares and Restricted Stock Units to eligible Service Providers. Whenever the Committee
(or, with respect to executive officers, the independent members of the Board) deems it appropriate to grant
Performance Shares or Restricted Stock Units, notice shall be given to the Service Provider stating the number
of Performance Shares or Restricted Stock Units granted and the terms and conditions to which the
Performance Shares or Restricted Stock Units are subject. This notice shall become the Grant Agreement
between the Company and the Service Provider and, at that time, the Service Provider shall become a
Participant.
(b) The Committee shall establish as to each award of Performance Shares the terms and conditions
upon which the Performance Shares shall be earned, vest and be paid. The issuance and vesting of Performance
Shares may be conditioned on the achievement of performance conditions measured on an individual,
corporate, or other basis, or any combination thereof and on the continued performance of services. The
Committee shall establish as to each award of Restricted Stock Units the terms and conditions upon which
the Restricted Stock Units shall vest and be paid. Vesting of Restricted Stock Units may be conditioned on
the continued performance of services or the achievement of performance conditions measured on an
individual, corporate, or other basis, or any combination thereof. A Restricted Stock Unit, the vesting of which
is conditioned on employment and the passage of time, shall not vest less than three years from the Date of
Grant of the Restricted Stock Unit. A Performance Share or Restricted Stock Unit, the vesting of which is
conditioned on the achievement of Performance Goals or other performance conditions, shall not vest less than
one year from the Date of Grant. Notwithstanding the foregoing, the Committee may, in its discretion and
without limitation, provide in the Grant Agreement that restrictions will expire as a result of one or more of
the Disability, death or Retirement of the Participant or the occurrence of a Change in Control. If the award
is intended to qualify as “performance-based compensation” for purposes of Code section 162(m), the award
shall be governed by the provisions of paragraphs (g)-(k).
(c) Performance Shares and Restricted Stock Units may be paid in cash, Company Stock (including
Restricted Stock), or a fixed combination of Company Stock (including Restricted Stock) or cash as provided
in the Grant Agreement, or the Committee may reserve the right to determine the manner of payment at the
time the Performance Shares or Restricted Stock Units become payable. The delivery of Company Stock in
payment of Performance Shares or Restricted Stock Units may be subject to additional conditions (such as
those set forth in Section 6 of this Plan) established in the Grant Agreement.
(d) A Participant who receives Performance Shares or Restricted Stock Units payable in Company
Stock (including Restricted Stock) shall have no rights as a stockholder until the Company Stock (including
Restricted Stock) is issued pursuant to the terms of the Grant Agreement and all requirements with respect
to the issuance of such shares have been satisfied. The Committee may, in its discretion, provide that a
Participant shall be entitled to receive dividend equivalents on outstanding Performance Shares or Restricted
Stock Units. Dividend equivalents with respect to dividends or other distributions that are paid in shares of
Company Stock or cash shall be credited to the Participant as additional Restricted Stock Units subject to the
same restrictions as the Restricted Stock Units with respect to which the dividend equivalents are paid, and
the same provisions will apply to outstanding Performance Shares following the end of the performance period.
(e) A Participant’s interest in Performance Shares or Restricted Stock Units may not be sold, assigned,
transferred, pledged, hypothecated, or otherwise encumbered.
(f) Whenever payments under Performance Shares or Restricted Stock Units are to be made in cash
to a Participant who is an Employee, his Employer will withhold therefrom an amount sufficient to satisfy
any Applicable Withholding Taxes. Each Participant who is an Employee shall agree as a condition of receiving
Performance Shares or Restricted Stock Units payable in the form of Company Stock to pay to his Employer,
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