Harris Teeter 2010 Annual Report Download - page 146

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upon the passage of time, continued employment, the satisfaction of performance conditions (including
Performance Goals), the occurrence of certain events (such as a Change in Control), or other factors;
(iv) to establish or verify the extent of satisfaction of any Performance Goals or other conditions
applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Incentive Award;
(v) to prescribe and amend the terms of the Grant Agreements or other documents evidencing
Incentive Awards made under this Plan (which need not be identical);
(vi) to determine whether, and the extent to which, adjustments are required pursuant to Section 14;
(vii) to interpret and construe this Plan, any policies under this Plan and the terms and conditions
of any Incentive Award granted hereunder, and to make exceptions to any provisions for the benefit of
the Company;
(viii) to delegate, to the extent permitted by applicable law and/or its charter, any portion of its
authority under the Plan to make Incentive Awards to an executive officer of the Company, subject to
any conditions that the Committee may establish (including but not limited to conditions on such officer’s
ability to make awards to “executive officers” within the meaning of Section 16 of the Act or to “covered
employees” within the meaning of Code section 162(m)(3));
(ix) to require any Participant acquiring shares of Company Stock pursuant to any Award under
the Plan to represent to and agree with the Company in writing that such person is acquiring the shares
of Company Stock for investment purposes and without a view to resale or distribution thereof. Shares
of Company Stock issued and delivered under the Plan shall also be subject to such stop-transfer orders
and other restrictions as the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon which the Company
Stock is then listed and any applicable federal or state laws, and the Committee may cause a legend or
legends to be placed on the certificate or certificates representing any such shares to make appropriate
reference to any such restrictions. In making such determination, the Committee may rely upon an opinion
of counsel for the Company; and
(x) to make all other determinations deemed necessary or advisable for the administration of this
Plan.
Notwithstanding the foregoing, the powers described in subsections (ii) and (iii) above may be exercised by the
independent members of the Board with respect to grants of Incentive Awards to executive officers.
The Committee may amend the terms of previously granted Incentive Awards so long as the terms as amended
are consistent with the terms of the Plan and provided that the consent of the Participant is obtained with respect
to any amendment that would be detrimental to him or her, except that the consent will not be required if the
amendment is for the purpose of complying with applicable provisions of the Code or any federal or state securities
laws.
The Committee is prohibited from Repricing any Option without the prior approval of the stockholders of the
Company with respect to the proposed Repricing. No Option may include provisions that “reload” the Option upon
exercise or that extend the term of an Option beyond what is the maximum period specified in the Plan and/or Grant
Agreement.
(b) The interpretation and construction of any provision of the Plan by the Committee shall be final
and conclusive as to any Participant. The Committee may consult with counsel, who may be counsel to the
Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of
counsel.
(c) The Committee shall meet at such times and places as it determines. A majority of the members
of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority
of the members present. Any action may be taken by the Committee in writing or by electronic transmission
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