Harris Teeter 2010 Annual Report Download - page 147

or transmissions as permitted by the Bylaws of the Company, and any action so taken shall be fully effective
as if it had been taken at a meeting.
(d) The Committee may delegate the administration of the Plan to an officer or officers of the Company,
and such officer(s) may have the authority to execute and distribute agreements or other documents evidencing
or relating to Incentive Awards granted by the Committee under this Plan, to maintain records relating to the
grant, vesting, exercise, forfeiture or expiration of Incentive Awards, to process or oversee the issuance of
shares of Company Stock upon the exercise, vesting and/or settlement of an Incentive Award, to interpret the
terms of Incentive Awards and to take any other actions as the Committee may specify, provided that in no
case shall any such officer(s) be authorized to grant Incentive Awards under the Plan, except in accordance
with Section 15(a)(viii) above. Any action by an administrator within the scope of its delegation shall be
deemed for all purposes to have been taken by the Committee and references in this Plan to the Committee
shall include any such officer(s), provided that the actions and interpretations of any such officer(s) shall be
subject to review and approval, disapproval or modification by the Committee.
(e) In addition to such other rights of indemnification as they may have as Directors or as members
of the Committee, the members of the Committee shall be indemnified by the Company against reasonable
expenses, including attorney’s fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be
a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted
thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment or
settlement in any such action, suit or proceeding, except as to matters as to which the Committee member
has been negligent or engaged in misconduct in the performance of his duties; provided, however, that within
sixty (60) days after institution of any such action, suit or proceeding, a Committee member shall in writing
offer the Company the opportunity, at its own expense, to handle and defend the same.
(f) Subject to the express provisions of the Plan, the Committee shall have full power and authority
to determine whether, to what extent and under what circumstances any outstanding Award shall be terminated,
canceled, forfeited or suspended. Notwithstanding the foregoing or any other provision of the Plan or a Grant
Agreement, all Awards to any Participant that are subject to any restriction or have not been earned or exercised
in full by the Participant shall be terminated and canceled if the Participant is terminated for cause, as
determined by the Committee in its sole discretion.
16. Notice. All notices and other communications required or permitted to be given under this Plan shall
be in writing and shall be deemed to have been duly given if delivered personally or mailed first class, postage
prepaid, as follows (a) if to the Company—at the principal business address of the Company to the attention of
the Corporate Secretary of the Company; and (b) if to any Participant—at the last address of the Participant known
to the sender at the time the notice or other communication is sent.
17. No Effect on Other Plans. Except as provided in Section 4(c), nothing contained in the Plan will be
deemed in any way to limit or restrict the Company or any Related Company from making any award or payment
to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.
18. Interpretation. The Plan is intended to operate in compliance with the provisions of Rule 16b-3 and
to facilitate compliance with, and optimize the benefits from, Code section 162(m). The terms of this Plan are subject
to all present and future regulations and rulings of the Secretary of the Treasury of the United States or his or her
delegate relating to the qualification of Incentive Stock Options under the Code. To the extent applicable, this
Plan and the individual Awards under the Plan are intended to comply with any applicable requirements of Code
section 409A and shall be interpreted to the extent context reasonably permits in accordance with such requirements.
If any provision of the Plan conflicts with any such regulation or ruling, then that provision of the Plan shall be
void and of no effect. The terms of this Plan shall be governed by the laws of the State of North Carolina.
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