Harris Teeter 2010 Annual Report Download - page 144

Market Value of such shares of Company Stock on the Date of Grant of such Stock Award, regardless of when
such shares of Company Stock are issued, and one or more certificates delivered, to the Participant.
(c) Unless otherwise determined by the Committee and set forth in the related Grant Agreement, shares
of Company Stock subject to a Stock Award will be issued, and one or more certificates representing such
shares will be delivered, to the Participant as soon as practicable following the Date of Grant of such Stock
Award. Upon the issuance of such shares and the delivery of one or more certificates representing such shares
to the Participant, such Participant shall be and become a shareholder of the Company fully entitled to receive
dividends, to vote and to exercise all other rights of a shareholder of the Company. Notwithstanding any other
provision of this Plan, unless the Committee expressly provides otherwise respect to a Stock Award, as set
forth in the related Grant Agreement, no Stock Award shall be deemed to be an outstanding Award for purposes
of the Plan.
10. Director Awards. The independent members of the Board may grant Director Awards to Outside
Directors in the form of shares of Restricted Stock, Restricted Stock Units, Performance Shares, Nonstatutory
Options or Stock Awards, as provided in Sections 6 through 9 above. Whenever the independent members of the
Board grant shares of Restricted Stock, Restricted Stock Units, Performance Shares, Nonstatutory Options or Stock
Awards to an Outside Director, notice shall be given to the Outside Director stating the type of award being made,
the number of shares with respect to which the award is granted and the terms and conditions to which the award
and (where applicable) the exercise of the award is subject. This notice shall become the Grant Agreement between
the Company and the Outside Director and, at that time, the Outside Director shall become a Participant. Restricted
Stock, Restricted Stock Units, Performance Shares, Nonstatutory Options, or Stock Awards granted to Outside
Directors shall otherwise be subject to the terms of the Plan applicable to each type of award as set forth in Sections
6 through 9 above; provided, however, that, notwithstanding anything in Sections 6 or 9 to the contrary, any service
or performance period with respect to Restricted Stock, Restricted Stock Units or Performance Shares granted to
Outside Directors or Consultants shall not be less than six consecutive months in length; and provided further, that
where context reasonably requires, references throughout Sections 6 through 9 above to the “Committee” shall be
read instead as references to the independent members of the Board wherever the award is to be granted to an Outside
Director. The Board shall have all the same rights and powers with respect to the administration of Director Awards
as the Committee has with respect to Incentive Awards as provided in Section 15 below (provided that the Board
may not delegate its authority with respect to the granting of Director Awards pursuant to Section 15(a)(viii)), and
the Board shall be subject to the same limitations with respect to the Modification and Repricing of outstanding
Director Awards as provided therein. For purposes of this Section 10, and for such other purposes under Plan as
may be required, the term “Board” shall mean those directors of the Board who qualify as independent for purposes
of the rules of the exchange on which the Company Stock is traded.
11. Effective Date of the Plan. The Plan shall become effective as of the date on which it is approved by
the stockholders of the Company.
12. Continuing Securities Law Compliance. If at any time on or after the effective date of the Plan as
described in Section 11 above, the requirements of any applicable federal or state securities laws should fail to be
met, no shares of Company Stock issuable under Non-Option Awards shall be issued and no Options shall be
exercisable until the Committee (or, with respect to a Director Award, the Board) has determined that these
requirements have again been met. The Committee (or, with respect to a Director Award, the Board) may suspend
the right to exercise an Option at any time when it determines that allowing the exercise and issuance of Company
Stock would violate any federal or state securities or other laws, and may provide that any time periods to exercise
the Option are extended during a period of suspension.
13. Termination, Modification, Change. The Plan shall continue in existence until terminated by the Board
in accordance with the terms of this Section 13. Notwithstanding the foregoing, no Incentive Stock Options may
be awarded after the date that is the tenth anniversary of the Effective Date of the Plan. No new Awards shall be
granted under the Plan after its termination. The Board may terminate the Plan at any time and may amend the
Plan at any time in any respect as it shall deem advisable; provided that no change shall be made that increases
the total number of shares of Company Stock reserved for issuance under the Plan (except pursuant to Section 14),
materially modifies the requirements as to eligibility for participation in the Plan, or that would otherwise be
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