Harris Teeter 2010 Annual Report Download - page 143

promptly to the Company, 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 exercise price and, if required by the terms of
the Option or the Committee in its discretion, Applicable Withholding Taxes, (ii) may deliver shares of
Company Stock for which the holder thereof has good title, free and clear of all liens and encumbrances (valued
at their Fair Market Value on the date of exercise) in satisfaction of all or any part of the exercise price, or
(iii) may cause to be withheld from the Option shares, shares of Company Stock (valued at their Fair Market
Value on the date of exercise) in satisfaction of all or any part of the exercise price; or (iv) may use any other
methods of payment as the Committee, at its discretion, deems appropriate. Until the Participant has paid the
exercise price and any Applicable Withholding Taxes, no stock certificate shall be issued.
(j) Each Participant who is an Employee shall agree as a condition of the exercise of an Option to pay
to his Employer, or make arrangements satisfactory to his Employer regarding the payment to his Employer
of, Applicable Withholding Taxes. Until the amount has been paid or arrangements satisfactory to the Employer
have been made, no stock certificate shall be issued upon the exercise of an Option. Payment to the Employer
in satisfaction of Applicable Withholding Taxes may be in cash. In addition, if the Committee allows or the
Grant Agreement so provides, (A) payment to the Employer in satisfaction of Applicable Withholding Taxes
may be made in shares of Company Stock (valued at their Fair Market Value as of the date of payment) to
which the Participant has good title, free and clear of all liens and encumbrances; (B) the Participant may elect
to have his Employer retain that number of shares of Company Stock (valued at their Fair Market Value as
of the date of such retention) that would satisfy all or a specified portion of the Applicable Withholding Taxes,
or (C) unless prohibited by law, the Participant may deliver 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.
(k) Unless specifically provided in the discretion of the Committee in a writing that references and
supersedes this Section 8(k), (i) no Modification shall be made in respect to any Option if such Modification
would result in the Option constituting a deferral of compensation, and (ii) no Extension shall be made in
respect to any Option if such Extension would result in the Option having an additional deferral feature from
the Date of Grant, in each case within the meaning of applicable Treasury Regulations under Code
section 409A. Subject to the remaining part of this subsection (k), (i) a “Modification” means any change in
the terms of the Option (or change in the terms of the Plan or applicable Grant Agreement) that may provide
the holder of the Option with a direct or indirect reduction in the exercise price of the Option, regardless of
whether the holder in fact benefits from the change in terms; and (ii) an “Extension” means either (A) the
provision to the holder of an additional period of time within which to exercise the Option beyond the time
originally prescribed, (B) the conversion or exchange of the Option for a legally binding right to compensation
in a future taxable year, (C) the addition of any feature for the deferral of compensation to the terms of the
Option, or (D) any renewal of the Option that has the effect of (A) through (C) above. Notwithstanding the
preceding sentence, it shall not be a Modification or an Extension, respectively, to change the terms of an Option
in accordance with Section 14 of the Plan, or in any of the other ways or for any of the other purposes provided
in applicable Treasury Regulations or other generally applicable guidance under Code section 409A as not
resulting in a Modification or Extension for purposes of that section. In particular, it shall not be an Extension
to extend the exercise period of an Option to a date no later than the earlier of (i) the latest date upon which
the Option could have expired by its original terms under any circumstances or (ii) the tenth anniversary of
the original Date of Grant.
9. Stock Awards.
(a) The Committee (or, with respect to executive officers, the independent members of the Board) may
grant Stock Awards to eligible Service Providers in payment of compensation that has been earned or as
compensation to be earned, including without limitation compensation awarded or earned concurrently with
or prior to the grant of the Stock Award, subject to the terms and conditions set forth in this Section 9.
(b) For the purposes of this Plan, in determining the value of a Stock Award, all shares of Company
Stock subject to such Stock Award shall be valued at not less than one hundred percent (100%) of the Fair
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