Harris Teeter 2012 Annual Report Download - page 125

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7. Determination of Amount of Bonus.
(a) Calculation. After the end of each Performance Period, the Committee shall certify in writing (to the
extent required under Code Section 162(m)) the extent to which the targeted goals for the Performance Measures
applicable to each Participant for the Performance Period were achieved or exceeded. The Bonus for each
Participant shall be determined by applying the Bonus Formula to the level of actual performance that has been
certified by the Committee. Notwithstanding any contrary provision of this Plan, the Committee, in its sole
discretion, may eliminate or reduce, but not increase, the Bonus payable to any Participant below that which
otherwise would be payable under the Bonus Formula. The aggregate Bonus(es) payable to any Participant during
any Fiscal Year shall not exceed $2,000,000.
The Committee may appropriately adjust any evaluation of performance under a Performance Measure to
exclude any of the following events that occurs during a Performance Period: (A) the effects of currency
fluctuations, (B) any or all items that are excluded from the calculation of earnings as reflected in any Harris
Teeter Supermarkets, Inc. press release and Form 8-K filing relating to an earnings announcement, (C) asset write-
downs, (D) litigation or claim judgments or settlements, (E) the effect of changes in tax law, accounting principles
or other such laws or provisions affecting reported results, (F) accruals for reorganization and restructuring
programs, and (G) any other extraordinary or non-operational items.
(b) Right to Receive Payment. Each Bonus under this Plan shall be paid solely from general assets of Harris
Teeter Supermarkets, Inc. and its Affiliates. This Plan is unfunded and unsecured; nothing in this Plan shall be
construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of a Bonus
other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.
8. Payment of Bonuses.
(a) Timing of Distributions. Harris Teeter Supermarkets, Inc. and its Affiliates shall distribute amounts
payable to Participants as soon as is administratively practicable following the determination and written
certification of the Committee for a Performance Period, but in no event later than two and one-half months after
the end of the calendar year in which the Performance Period ends, except to the extent a Participant has made
a timely election to defer the payment of all or any portion of such Bonus under the Harris Teeter Supermarkets,
Inc. Flexible Deferral Plan or deferred compensation plan or arrangement established and approved by Harris
Teeter Supermarkets, Inc.
(b) Payment. The payment of a Bonus, if any (as determined by the Committee at the end of the Performance
Period), with respect to a specific Performance Period requires that the employee be an active employee on the
payroll of Harris Teeter Supermarkets, Inc.’s or an Affiliate on the last day of each applicable Performance Period
and at the time the payment is made, unless the Participant’s employment was earlier terminated due to early, normal
or late retirement under the terms of the Harris Teeter Supermarkets, Inc. pension or similar retirement plan.
(c) Code Section 409A. To the extent that benefits under this Agreement are or become subject to Internal
Revenue Code Section 409A, the Agreement shall be interpreted and construed to the fullest extent allowed under
Code Section 409A and the applicable regulations and other guidance thereunder to satisfy the requirements of
an exception from the application of Code Section 409A or, alternatively, to comply with such Code Section
and the applicable regulations and other guidance thereunder, and to avoid any additional tax thereunder. To the
extent compliance with the requirements of Treasury Regulation Section 1.409A-3(i)(2) (or any successor
provision) is necessary to avoid the application of an additional tax under Code Section 409A to payments due
to Employee upon or following his separation from service, then notwithstanding any other provision of this
Agreement, any such payments that are otherwise due within six (6) months following Employee’s separation
from service will be deferred without interest and paid to Employee in a lump sum immediately following that
six (6) month period.
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