2.
Definitions.
(a) "Affiliate" means a wholly owned
subsidiary of Ruddick Corporation or any entity that, directly or
indirectly, is controlled by Ruddick Corporation.
(b) "Board" means the Board of Directors
of Ruddick Corporation.
(c) "Bonus" means a restricted stock or
performance share award made pursuant to the Plan with respect to a
particular Performance Period, determined pursuant to Section 8
below.
(d) "Bonus Formula" means as to any
Performance Period, the formula established by the Committee
pursuant to Section 6 of this Addendum in order to determine the
Bonus amounts, if any, to be paid to Participants based upon the
level of achievement of targeted goals for the selected Performance
Measures. The formula may differ from Participant to
Participant or business group to business group. The Bonus
Formula shall be of such a nature that an objective third party
having knowledge of all the relevant facts could determine whether
targeted goals for the Performance Measures have been achieved.
(e) "Code" means the Internal Revenue Code
of 1986, as amended, and the regulations promulgated
thereunder.
(f) "Committee" means the Compensation
Committee of the Board consisting of at least two directors who
shall qualify as "outside directors" within the meaning of Code
Section 162(m).
(g) "Fiscal Year" means the fiscal year of
Ruddick Corporation or its Affiliates.
(h) "Participant" means an employee of
Ruddick Corporation or its Affiliates who is considered an
executive officer of Ruddick Corporation or its Affiliates within
the meaning of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
(i) "Performance-Based Compensation"
means compensation that qualifies as "performance-based
compensation" within the meaning of Code Section 162(m) and related
regulations.
(j) "Performance Measure" means any
one or more of the performance criteria listed below. The
performance criteria may be applied either individually,
alternatively, or in any combination and measured on an absolute
basis or relative to a pre-established target as may be specified
and approved by the Committee. The performance criteria may
include: return on invested capital, net operating profit (before
or after tax), operating profit margin, gross margin, operating
profit, earnings before income taxes, earnings (which may include
earnings before interest and taxes and net earnings, and may be
determined in accordance with United States Generally Accepted
Accounting Principles ("GAAP") or adjusted to include or exclude
any or all items), earnings per share (on a GAAP or non-GAAP
basis), growth in any of the foregoing measures, stock price,
return on equity or average shareholders' equity, total shareholder
return, growth in shareholder value relative to the moving average
of the S&P 500 Index or another index, return on capital,
return on assets or net assets, return on investment, economic
value added, market shares, overhead or other expense reduction,
credit rating, strategic plan development and implementation,
succession plan development and implementation, improvement in
workforce, diversity, customer indicators, improvements in
productivity, attainment of objective operating goals and employee
metrics.
(k) "Performance Period" means any Fiscal
Year or such other period as determined by the Committee.
(l) "Plan" means the Ruddick
Corporation 2002 Comprehensive Stock Option and Award Plan.
(m) "Predetermination Date" means, for a
Performance Period, (i) the earlier of 90 days after commencement
of the Performance Period or the expiration of 25% of the
Performance Period, provided that the achievement of targeted goals
under the selected Performance Measures for the Performance Period
is substantially uncertain at such time; or (ii) such other date on
which a performance goal is considered to be pre-established
pursuant to Code Section 162(m).
3.
Eligibility.
The individuals eligible to receive grants of restricted stock and
performance shares under the terms of this Addendum for a given
Performance Period shall be limited to Participants as defined
herein.
4. Plan
Administration.
(a) The Committee shall be responsible for the
requirements for qualifying compensation as Performance-Based
Compensation. Subject to the limitations on Committee
discretion imposed under Code Section 162(m), including limits on
discretionary bonus increases, the Committee shall have such powers
as may be necessary to discharge its duties hereunder. The
Committee shall be responsible for the general administration and
interpretation of the Plan and for carrying out the provisions of
the Plan and this Addendum, including the authority to construe and
interpret the terms of the Plan and this Addendum, determine the
manner and time of payment of any Bonuses, prescribe forms and
procedures for purposes of participation and distribution of
Bonuses and adopt rules, regulations and to take such action as it
deems necessary or desirable for the proper administration of the
Plan and this Addendum. The Committee may delegate its
administrative tasks to Ruddick Corpor
