Harris Teeter 2010 Annual Report Download - page 142

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8. Stock Options
(a) The Committee (or, with respect to executive officers, the independent members of the Board) may
grant Options to eligible Service Providers. Whenever the Committee (or, with respect to executive officers,
the independent members of the Board) grants Options, notice shall be given to the Service Provider stating
the number of shares for which Options are granted, the Option exercise price per share, whether the Options
are Incentive Stock Options or Nonstatutory Stock Options, and the conditions to which the grant and exercise
of the Options are subject. This notice shall become the GrantAgreement between the Company and the Service
Provider and, at that time, the Service Provider shall become a Participant.
(b) The exercise price of shares of Company Stock covered by an Option shall not be, and shall never
become, less than 100 percent of the Fair Market Value of the shares on the Date of Grant, except as may
be provided in Section 14 (regarding certain changes affecting Company Stock). If the Participant is a Ten
Percent Stockholder and the Option is intended to qualify as an Incentive Stock Option, the exercise price
shall be not less than 110 percent of the Fair Market Value of such shares on the Date of Grant.
(c) Options may be exercised in whole or in part at the times as may be specified by the Committee
in the Participant’s Grant Agreement; provided that no Option may be exercised after the expiration of ten
(10) years from the Date of Grant. If the Participant is a Ten Percent Stockholder and the Option is intended
to qualify as an Incentive Stock Option, the Option may not be exercised after the expiration of five (5) years
from the Date of Grant.
(d) Options shall not be transferable except to the extent specifically provided in the Grant Agreement
in accordance with applicable securities laws. Incentive Stock Options, by their terms, shall not be transferable
except by will or the laws of descent and distribution and shall be exercisable, during the Participant’s lifetime,
only by the Participant.
(e) Options that are intended to qualify as Incentive Stock Options shall be granted only to Employees
who meet the eligibility requirements of Section 5.
(f) Options that are intended to qualify as Incentive Stock Options shall, by their terms, not be
exercisable after the first to occur of (x) ten years from the Date of Grant (five years if the Participant to whom
the Option has been granted is a Ten Percent Stockholder), (y) three months following the date of the
Participant’s termination of employment with the Company and all Related Companies for reasons other than
Disability or death, or (z) one year following the date of the Participant’s termination of employment on account
of Disability or death.
(g) Options that are intended to qualify as Incentive Stock Options shall, by their terms, be exercisable
in any calendar year only to the extent that the aggregate Fair Market Value (determined as of the Date of
Grant) of the Company Stock with respect to which Incentive Stock Options are exercisable for the first time
during the Plan Year does not exceed $100,000 (the “Limitation Amount”). Incentive Stock Options granted
under the Plan and all other plans of the Company and all Related Companies shall be aggregated for purposes
of determining whether the Limitation Amount has been exceeded. The Committee may impose any conditions
as it deems appropriate on an Incentive Stock Option to ensure that the foregoing requirement is met. If
Incentive Stock Options that first become exercisable in a Plan Year exceed the Limitation Amount, the excess
Options shall be treated as Nonstatutory Stock Options to the extent permitted by law.
(h) A Participant who purchases shares of Company Stock under an Option shall have no rights as a
stockholder until the Company 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.
(i) Options may be exercised by the Participant, subject to the terms and conditions of the Ruddick
Corporation Insider Information and Stock Trading Policy, by giving written notice of the exercise to the
Company, stating the number of shares the Participant has elected to purchase under the Option. The notice
shall be effective only if accompanied by the exercise price in full in cash; provided, however, that if the terms
of an Option or the Committee in its discretion so permits, the Participant (i), unless prohibited by law, may
deliver a properly executed exercise notice together with irrevocable instructions to a broker to deliver
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