1 EXHIBIT 10.12 RUDDICK CORPORATION INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 20th, 1996 • Ruddick Corp • Retail-grocery stores
AGREEMENT AND PLAN OF MERGER by and between THE KROGER CO., HORNET ACQUISITION, INC. and HARRIS TEETER SUPERMARKETS, INC. DATED AS OF jULY 8, 2013Merger Agreement • July 9th, 2013 • Harris Teeter Supermarkets, Inc. • Retail-grocery stores
This AGREEMENT AND PLAN OF MERGER is dated as of July 8, 2013 (this “Agreement”), by and between The Kroger Co., an Ohio corporation (“Parent”), Hornet Acquisition, Inc., a North Carolina corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Harris Teeter Supermarkets, Inc., a North Carolina corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and, together, as the “Parties.”
CONFORMED COPY RUDDICK CORPORATION NOTE PURCHASE AND PRIVATE SHELF AGREEMENT 7.72% SENIOR SERIES B NOTES DUE APRIL 15, 2017 PRIVATE SHELF FACILITY Dated as of April 15, 1997 _______________________________________________________________...Note Purchase and Private Shelf Agreement • August 13th, 1997 • Ruddick Corp • Retail-grocery stores • New York
Ruddick Corporation and First Union National Bank Rights Agreement Dated as of November 16, 2000Rights Agreement • December 15th, 2000 • Ruddick Corp • Retail-grocery stores • North Carolina
RUDDICK CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT Pursuant to the RUDDICK CORPORATION 1995 COMPREHENSIVE STOCK OPTION PLAN THIS AGREEMENT, made and entered into as of the 6th day of February, 1997, by and between Ruddick Corporation, a North...Nonstatutory Stock Option Agreement • August 13th, 1997 • Ruddick Corp • Retail-grocery stores
RUDDICK CORPORATION GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTION THIS GRANT AGREEMENT is made and entered into as of the 21st day of November, 1996, by and between Ruddick Corporation, a North Carolina corporation (the "Corporation") and Edwin B....Grant Agreement for Nonstatutory Stock Option • February 11th, 1997 • Ruddick Corp • Retail-grocery stores
CHANGE IN CONTROL AND SEVERANCE AGREEMENT BETWEEN RUDDICK CORPORATION and FRED A. JACKSONChange in Control and Severance Agreement • September 21st, 2007 • Ruddick Corp • Retail-grocery stores • North Carolina
This Change in Control and Severance Agreement ("Agreement") is made and entered into as of this 19th day of September, 2007, by and between Fred A. Jackson, an individual ("Executive"), and Ruddick Corporation, a North Carolina corporation in Charlotte, North Carolina ("Company"). As used herein, the term "Company" shall include the Company and any and all of its subsidiaries, unless the context otherwise requires, and shall specifically include any subsidiary that directly employs the Executive without further action by the subsidiary.
SECOND AMENDMENT TO THE CHANGE IN CONTROL AND SEVERANCE AGREEMENT BETWEEN RUDDICK CORPORATION and JOHN B. WOODLIEFChange in Control and Severance Agreement • February 7th, 2013 • Harris Teeter Supermarkets, Inc. • Retail-grocery stores • North Carolina
This Second Amendment to the Change in Control and Severance Agreement between Ruddick Corporation and John B. Woodlief is made and entered into effective on the dated signed below, by and between John B. Woodlief (“Executive”) and Harris Teeter Supermarkets, Inc. (f/k/a Ruddick Corporation), a North Carolina corporation (“Company”). As used herein, the term “Company” shall include the Company and any and all of its subsidiaries, unless the context otherwise requires.
FIRST AMENDMENT TO THE CHANGE IN CONTROL AND SEVERANCE AGREEMENT BETWEEN RUDDICK CORPORATION and THOMAS W. DICKSONChange in Control and Severance Agreement • February 10th, 2012 • Ruddick Corp • Retail-grocery stores
This First Amendment to the Change in Control and Severance Agreement is made and entered into effective the 9th day of February, 2012, by and between Thomas W. Dickson (“Executive”) and Ruddick Corporation, a North Carolina corporation in Charlotte, North Carolina (“Company”). As used herein, the term “Company” shall include the Company and any and all of its subsidiaries, unless the context otherwise requires.
SECOND AMENDMENT TO THE CHANGE IN CONTROL AND SEVERANCE AGREEMENT BETWEEN RUDDICK CORPORATION and RODNEY C. ANTOLOCKChange in Control and Severance Agreement • February 7th, 2013 • Harris Teeter Supermarkets, Inc. • Retail-grocery stores • North Carolina
This Second Amendment to the Change in Control and Severance Agreement between Ruddick Corporation and Rodney C. Antolock is made and entered into effective the 31st day of December, 2012, by and between Rodney C. Antolock (“Executive”) and Harris Teeter Supermarkets, Inc. (f/k/a Ruddick Corporation), a North Carolina corporation (“Company”). As used herein, the term “Company” shall include the Company and any and all of its subsidiaries, unless the context otherwise requires.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 30, 2012 among RUDDICK CORPORATION as Borrower, THE LENDERS PARTIES HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent ____________________ WELLS FARGO SECURITIES, LLC,...Credit Agreement • February 1st, 2012 • Ruddick Corp • Retail-grocery stores • North Carolina
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 30, 2012, among RUDDICK CORPORATION, a North Carolina corporation (the “Borrower”), the several banks and other financial institutions as may from time to time become parties to this Agreement (collectively, the “Lenders”; and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as successor-in-interest by merger to Wachovia Bank, National Association), as administrative agent for the Lenders hereunder (in such capacity, the “Agent” or the “Administrative Agent”).
RUDDICK CORPORATION GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTION THIS GRANT AGREEMENT is made and entered into as of the 21st day of November, 1996, by and between Ruddick Corporation, a North Carolina corporation (the "Corporation") and Roddey Dowd,...Grant Agreement • February 11th, 1997 • Ruddick Corp • Retail-grocery stores
CREDIT AGREEMENT among RUDDICK CORPORATION as Borrower, THE LENDERS PARTIES HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of June 7, 2006 WACHOVIA CAPITAL MARKETS, LLC, as Lead Arranger and Book RunnerCredit Agreement • June 8th, 2006 • Ruddick Corp • Retail-grocery stores • North Carolina
CREDIT AGREEMENT, dated as of June 7, 2006, among RUDDICK CORPORATION, a North Carolina corporation (the “Borrower”), the several banks and other financial institutions as may from time to time become parties to this Agreement (collectively, the “Lenders”; and individually, a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Agent” or the “Administrative Agent”).
FORM OF] HARRIS TEETER SUPERMARKETS, INC. OUTSIDE DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENT Pursuant to the HARRIS TEETER SUPERMARKETS, INC. 2011 INCENTIVE COMPENSATION PLANOutside Director Nonstatutory Stock Option Agreement • May 8th, 2013 • Harris Teeter Supermarkets, Inc. • Retail-grocery stores
THIS OUTSIDE DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENT (the “Award Agreement”), made and entered into as of the ____ day of _______________, (the “Grant Date”) by and between Harris Teeter Supermarkets, Inc., a North Carolina corporation (the “Corporation”) and the optionee, _________________(the “Participant”), set forth on the Notification of Grant Award that will be sent to the Participant separately (the “Notice”), the terms of which are incorporated herein by reference. All capitalized terms used but not defined herein shall have the same meaning as set forth in the Harris Teeter Supermarkets, Inc. 2011 Incentive Compensation Plan, as amended modified or supplemented from time to time pursuant to the terms thereof (the “Plan”) unless the context clearly indicates otherwise. Pursuant to Section 10 of the Plan, references herein to the Committee shall, where context reasonably requires, be read instead as references to the independent members of the Board.
Name] [Street] [City, State] Dear [Employee’s Name]:Restricted Stock Award Agreement • November 21st, 2012 • Harris Teeter Supermarkets, Inc. • Retail-grocery stores
Harris Teeter Supermarkets, Inc. (the “Company”) has designated you to be a recipient of shares of common stock of the Company, par value $.01 per share (the “Company Stock”), subject to the restrictions and other terms set forth in this letter agreement (the “ Agreement”) and in the Harris Teeter Supermarkets, Inc. 2011 Incentive Compensation Plan (the “Plan”).
RUDDICK CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 17th, 2004 • Ruddick Corp • Retail-grocery stores
THIS RESTRICTED STOCK AWARD AGREEMENT (this "Award Agreement"), made and entered into as of the ____ day of _____________, 200__ (the "Award Date") by and between Ruddick Corporation, a North Carolina corporation (the "Corporation") and the Restricted Stock award recipient (the "Participant") set forth on the attached Notice of Award of Restricted Stock.
CREDIT AGREEMENT dated as of December 20, 2007 among RUDDICK CORPORATION as Borrower, THE LENDERS PARTIES HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent WACHOVIA CAPITAL MARKETS, LLC, as Lead Arranger and Book Runner BRANCH...Credit Agreement • December 27th, 2007 • Ruddick Corp • Retail-grocery stores • North Carolina
CREDIT AGREEMENT, dated as of December 20, 2007, among RUDDICK CORPORATION, a North Carolina corporation (the “Borrower”), the several banks and other financial institutions as may from time to time become parties to this Agreement (collectively, the “Lenders”; and individually, a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Agent” or the “Administrative Agent”).
RUDDICK CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 17th, 2004 • Ruddick Corp • Retail-grocery stores
THIS AWARD AGREEMENT, made and entered into as of the ____ day of _____________, 200__, (the "Grant Date") by and between Ruddick Corporation, a North Carolina corporation (the "Corporation") and the optionee (the "Participant") set forth on the attached Notice of Grant of Stock Options and Option Agreement.
UNIT PURCHASE AGREEMENT among AMERICAN & EFIRD U.S. HOLDINGS, INC., AMERICAN & EFIRD COÖPERATIEVE U.A., RUDDICK OPERATING COMPANY and RUDDICK CORPORATION Dated as of October 27, 2011Unit Purchase Agreement • October 28th, 2011 • Ruddick Corp • Retail-grocery stores • Delaware
This Unit Purchase Agreement (this “Agreement”), dated as of October 27, 2011, by and among RUDDICK OPERATING COMPANY, a Delaware corporation (“Seller”), RUDDICK CORPORATION, a North Carolina corporation and holder of the outstanding capital stock of Seller (“Parent”), American & Efird Coöperatieve U.A., a cooperatief incorporated under the laws of The Netherlands (the “Non-US Buyer”) and American & Efird U.S. Holdings, Inc., a Delaware corporation (the “US Buyer” and together with the Non-US Buyer, the “Buyers”). Seller, Parent, the US Buyer and the Non-US Buyer are each individually referred to herein as a “Party” and collectively referred to herein as the “Parties.” Seller and Parent are each individually referred to herein as a “Seller Party” and collectively referred to herein as the “Seller Parties.”
FIRST AMENDMENT TO THE CHANGE IN CONTROL AND SEVERANCE AGREEMENT BETWEEN RUDDICK CORPORATION and FREDERICK J. MORGANTHALL, IIChange in Control and Severance Agreement • February 10th, 2012 • Ruddick Corp • Retail-grocery stores
This First Amendment to the Change in Control and Severance Agreement is made and entered into effective the 9th day of February, 2012, by and between Frederick J. Morganthall, II (“Executive”) and Ruddick Corporation, a North Carolina corporation in Charlotte, North Carolina (“Company”). As used herein, the term “Company” shall include the Company and any and all of its subsidiaries, unless the context otherwise requires.
Name] [Street] [City, State] Dear [Employee’s Name]:Performance Share Award Agreement • November 21st, 2012 • Harris Teeter Supermarkets, Inc. • Retail-grocery stores
Harris Teeter Supermarkets, Inc. (the “Company”) has designated you to be a recipient of a Performance Share Award, subject to the restrictions and other terms set forth in this letter agreement (the “Agreement”) and in the Harris Teeter Supermarkets, Inc. 2011 Incentive Compensation Plan (the “Plan”).
RUDDICK CORPORATION INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • November 17th, 2004 • Ruddick Corp • Retail-grocery stores
THIS AWARD AGREEMENT, made and entered into as of the ____ day of _____________, 200__ (the "Grant Date") by and between Ruddick Corporation, a North Carolina corporation (the "Corporation") and the optionee (the "Participant") set forth on the attached Notice of Grant of Stock Options and Option Agreement.
Name] [Street] [City, State] Dear [Employee’s Name]:Performance Share Award Agreement • December 1st, 2011 • Ruddick Corp • Retail-grocery stores
Ruddick Corporation (the “Company”) has designated you to be a recipient of a Performance Share Award, subject to the restrictions and other terms set forth in this letter agreement (the “Agreement”) and in the Ruddick Corporation 2011 Incentive Compensation Plan (the “Plan”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENT BETWEEN RUDDICK CORPORATION and RODNEY C. ANTOLOCKChange in Control and Severance Agreement • December 1st, 2011 • Ruddick Corp • Retail-grocery stores • North Carolina
This Change in Control and Severance Agreement (“Agreement”) is made and entered into as of this 19th day of September, 2007, by and between Rodney C. Antolock, an individual (“Executive”), and Ruddick Corporation, a North Carolina corporation in Charlotte, North Carolina (“Company”). As used herein, the term “Company” shall include the Company and any and all of its subsidiaries, unless the context otherwise requires, and shall specifically include any subsidiary that directly employs the Executive without further action by the subsidiary.
RUDDICK CORPORATION NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 17th, 2004 • Ruddick Corp • Retail-grocery stores
THIS AWARD AGREEMENT, made and entered into as of the ____ day of _____________, 200__, (the "Grant Date") by and between Ruddick Corporation, a North Carolina corporation (the "Corporation") and the optionee (the "Participant") set forth on the attached Notice of Grant of Stock Options and Option Agreement.
FIRST AMENDMENT TO THE CHANGE IN CONTROL AND SEVERANCE AGREEMENT BETWEEN RUDDICK CORPORATION and RODNEY C. ANTOLOCKChange in Control and Severance Agreement • February 10th, 2012 • Ruddick Corp • Retail-grocery stores
This First Amendment to the Change in Control and Severance Agreement is made and entered into effective the 9th day of February, 2012, by and between Rodney C. Antolock (“Executive”) and Ruddick Corporation, a North Carolina corporation in Charlotte, North Carolina (“Company”). As used herein, the term “Company” shall include the Company and any and all of its subsidiaries, unless the context otherwise requires.
