<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
RUDDICK CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
RUDDICK CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
RUDDICK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
FEBRUARY 5, 1998
To our Shareholders:
The Annual Meeting of the Shareholders of Ruddick Corporation will be held
in the Auditorium, 12th Floor, Two First Union Center, Third and College
Streets, Charlotte, North Carolina, on Thursday, February 5, 1998, at 11:00
A.M., local time, for the following purposes:
1. To elect four directors of the Company for three-year terms and one
director of the Company for a two-year term;
2. To consider and vote upon a proposal to approve the Company's 1997
Comprehensive Stock Option and Award Plan; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.
Pursuant to the provisions of the North Carolina Business Corporation Act,
December 5, 1997 has been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting, and
accordingly, only holders of the Company's Common Stock of record at the close
of business on that date will be entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof.
You are cordially invited to attend the Annual Meeting. In the event you
will be unable to attend, please sign, date and return the accompanying proxy
promptly so that your shares may be represented and voted at the Annual Meeting.
A return envelope is enclosed for your convenience.
By Order of the Board of Directors.
SUZANNE H. MCBRAYER
Secretary
December 18, 1997
<PAGE> 3
RUDDICK CORPORATION
------------------------------------
Proxy Statement
------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
to be held on
FEBRUARY 5, 1998
The following statement, first mailed or delivered to shareholders on or
about December 18, 1997, is furnished in connection with the solicitation by the
Board of Directors of Ruddick Corporation (herein called the "Company") of
proxies to be used at the Annual Meeting of Shareholders of the Company to be
held on Thursday, February 5, 1998, at 11:00 A.M., local time, in the
Auditorium, 12th Floor, Two First Union Center, Third and College Streets,
Charlotte, North Carolina, and at any adjournment or adjournments thereof. The
principal executive offices of the Company are located at 2000 Two First Union
Center, Charlotte, North Carolina 28282.
The accompanying form of proxy is for use at the Annual Meeting if a
shareholder will be unable to attend in person. The proxy may be revoked in
writing by the person giving it at any time before it is exercised either by
notice to the Corporate Secretary or by submitting a proxy having a later date,
or it may be revoked by such person by appearing at the Annual Meeting and
electing to vote in person. All shares represented by valid proxies received
pursuant to this solicitation, and not revoked before they are exercised, will
be voted in the manner specified therein. Where specifications are not made,
proxies will be voted in favor of (i) electing as directors of the Company the
five persons named in this Proxy Statement, to serve for the periods specified
herein, and (ii) approving the Company's 1997 Comprehensive Stock Option and
Award Plan.
The entire cost of soliciting these proxies will be borne by the Company.
In addition to the original solicitation of the proxies by mail, the Company may
request banks, brokers and other record holders to send proxies and proxy
materials to the beneficial owners of the Company's Common Stock ("Common
Stock") and secure their voting instructions and will reimburse them for their
reasonable expense in so doing. If necessary, the Company may also use one or
more of its regular employees, who will not be specially compensated, to solicit
proxies from the shareholders, either in person, by telephone or by special
letter.
Pursuant to the provisions of the North Carolina Business Corporation Act,
December 5, 1997 has been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting.
Accordingly, only holders of the Common Stock of record at the close of business
on that date will be entitled to notice of and to vote at the Annual Meeting. On
the record date, there were 46,676,296 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting. Each share is entitled to one vote on
each matter expected to be presented at the Annual Meeting, including the
election of directors.
<PAGE> 4
PRINCIPAL SHAREHOLDERS
The following persons are known to the Company to be, as of October 31,
1997, the beneficial owners of more than five percent of the Common Stock. The
nature of beneficial ownership of the shares included is presented in the notes
following the table.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
------------------------------------ --------------------- --------
<S> <C> <C>
SunTrust Banks, Inc. ....................................... 12,539,288 26.9%
Trustee of the Ruddick Employee
Stock Ownership Plan(2)
Post Office Box 4655
Atlanta, Georgia 30302
Alan T. Dickson(3).......................................... 3,920,852 8.4
2000 Two First Union Center
Charlotte, North Carolina 28282
R. Stuart Dickson(4)........................................ 3,077,287 6.6
2000 Two First Union Center,
Charlotte, North Carolina 28282
</TABLE>
- ---------------
(1) "Beneficial Ownership," for purposes of the table, is determined according
to the meaning of applicable securities regulations and based on a review of
reports filed with the Securities and Exchange Commission pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as of such date.
(2) SunTrust Banks, Inc. has sole investment power with respect to the number of
shares indicated except under limited circumstances. SunTrust Banks, Inc.
votes shares held by the Ruddick Employee Stock Ownership Plan (the "ESOP")
that have been allocated to individual accounts in accordance with the
participants' instructions, does not vote allocated shares as to which no
instructions are received and votes the unallocated shares in its sole
discretion.
(3) The amount shown includes 1,570,943 shares of Common Stock owned of record
and beneficially by Alan T. Dickson or by certain trusts of which he is a
trustee and beneficiary, as to which he has sole voting and investment
power; 82,740 shares of Common Stock allocated to his ESOP account, as to
which he has sole voting power but no investment power except under limited
circumstances; 2,106,743 shares of Common Stock owned of record and
beneficially by The Dickson Foundation, Inc., a charitable foundation, as to
which he shares voting and investment power and which are also included in
the table as being beneficially owned by R. Stuart Dickson; 72,130 shares of
Common Stock held as trustee for his niece, as to which he has sole voting
and investment power; and 88,296 shares of Common Stock held in an estate of
which he is sole executor and a beneficiary.
(4) The amount shown includes 859,822 shares of Common Stock owned of record and
beneficially by R. Stuart Dickson, as to which he has sole voting and
investment power; 83,562 shares of Common Stock allocated to his ESOP
account, as to which he has sole voting power but no investment power except
under limited circumstances; 2,106,743 shares of Common Stock owned of
record and beneficially by The Dickson Foundation, Inc., a charitable
foundation, as to which he shares voting and investment power and which are
also included in the table as being beneficially owned by Alan T. Dickson;
and 27,160 shares of Common Stock owned of record and beneficially by his
spouse, as to which she has sole voting and investment power and as to which
he disclaims beneficial ownership.
2
<PAGE> 5
ELECTION OF DIRECTORS
Under the Company's Bylaws, the Board of Directors of the Company shall
consist of not less than nine nor more than thirteen members, which number shall
be fixed and determined from time to time by resolution of the shareholders, and
the directors shall be divided into three classes having staggered three-year
terms, so that the terms of approximately one-third of the directors will expire
each year. The number of directors is currently fixed at eleven.
The terms of four of the directors expire at the Annual Meeting, including
Mr. Beverly F. Dolan, who has served as a director since 1992. In accordance
with the Board of Directors' age policy, Mr. Dolan is retiring from the Board
and is not standing for re-election at the Annual Meeting. In addition, Mr. E.
C. Wall, Jr., whose term was to expire in 2000, has passed away since the last
Annual Meeting of Shareholders, thereby creating a vacancy on the Board of
Directors. The Board of Directors has nominated the five persons listed below to
be elected as directors at the Annual Meeting, four for terms to expire in 2001
and one for a term to expire in 2000. Each nominee currently is a member of the
Board of Directors, except for Ms. Anna Spangler Nelson and Mr. Harold C. Stowe.
It is intended that the persons named as proxies in the accompanying form
of proxy will vote to elect as a director each of the five nominees listed
below, each to serve until the annual meeting of shareholders in the year
indicated or until such nominee's successor shall be elected and qualified to
serve, in each case unless authority to so vote is withheld. Although the Board
of Directors expects that each of the nominees will be available for election,
in the event a vacancy in the slate of nominees is occasioned by death or other
unexpected occurrence, it is intended that shares represented by proxies in the
accompanying form will be voted for the election of a substitute nominee
selected by the persons named in the proxy. Directors will be elected by a
plurality of the votes cast. Therefore, while votes withheld from director
nominees will be counted for purposes of determining whether a quorum exists at
the Annual Meeting, such votes withheld will not have the effect of a "negative"
vote with respect to the election of directors. The Board of Directors
unanimously recommends that the shareholders vote to elect all of the nominees
as directors.
Set forth below is the name of each nominee for election to the Board of
Directors and each member of the Board of Directors whose term will not expire
at the Annual Meeting, as well as each such person's age, his or her current
principal occupation (which has continued for at least the past five years
unless otherwise indicated) together with the name and principal business of the
company by which such person is employed, the period during which such person
has served as a director, all positions and offices that such person holds with
the Company and such person's directorships in other companies with a class of
securities registered pursuant to Section 12 of the Exchange Act or subject to
the requirements of Section 15(d) of such Act or companies registered as an
investment company under the Investment Company Act of 1940.
NOMINEES FOR TERMS EXPIRING IN 2001
JOHN W. COPELAND, age 62, is the retired President of the Company. He
served as President from February 1994 to February 1997, and prior to that time,
he served as President of American & Efird, Inc., a wholly owned subsidiary of
the Company engaged in the manufacture and distribution of sewing thread. He has
been a director of the Company since 1989 and also serves as a director of
Public Service Company of North Carolina, Inc.
ALAN T. DICKSON, age 66, has been Chairman of the Board of the Company
since February 1994. Prior to that time, he served as President of the Company.
He has been a director of the Company since 1968 and
3
<PAGE> 6
also serves as a director of NationsBank Corporation, Lance, Inc., Sonoco
Products Company and Bassett Furniture Industries, Inc.
RODDEY DOWD, SR., age 65, is the Chairman of the Board of Charlotte Pipe &
Foundry Co., a manufacturing firm. He has been a director of the Company since
1968 and also serves as a director of First Union Corporation.
ANNA SPANGLER NELSON, age 35, has been President of C.D. Spangler
Construction Co., involved in real estate and investment activities, since 1997.
She has also served as a general partner of the Wakefield Group, a venture
capital company, since 1988.
NOMINEE FOR TERM EXPIRING IN 2000
HAROLD C. STOWE, age 51, has been President and Chief Executive Officer of
Canal Industries, Inc., a forest products company, since March 1997. Prior to
that time, he served as Co-President of Canal Industries, Inc. from 1996 until
March 1997 and as Executive Vice President of CSI Group, Inc., an affiliated
company of Canal Industries, Inc., from 1990 through 1995. Mr. Stowe also serves
as a director of Home State Holdings, Inc.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2000
JOHN R. BELK, age 38, has been President and Chief Operating Officer of
Belk Stores Services, Inc., retail merchants, since February 1997. Prior to that
time, he served as Senior Vice President of Belk Stores Services, Inc., from
February 1992 to February 1997 and as Vice President of Belk Brothers Company,
retail merchants, from July 1990 to February 1992. He has been a director of the
Company since 1997 and also serves as a director of ALLTEL Corporation.
THOMAS W. DICKSON, age 42, has been President of the Company since February
1997. Before his election as President, he served as Executive Vice President of
the Company from February 1996 to February 1997. Prior to that time, from
February 1994 to February 1996 he served as President of, and from February 1991
to February 1994 he served as Executive Vice President of, American & Efird,
Inc. He has been a director of the Company since 1997.
JAMES E. S. HYNES, age 57, is the Chairman of the Board of Hynes Sales Co.,
Inc., manufacturers' representatives. He has been a director of the Company
since 1983 and also serves as a director of North Carolina Natural Gas
Corporation.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 1999
EDWIN B. BORDEN, JR., age 63, is the President and Chief Executive Officer
of The Borden Manufacturing Company, a private company that prior to 1997 was
engaged in the manufacture and sale of high quality cotton and polyester/cotton
yarns. He has been a director of the Company since 1991 and also serves as a
director of Carolina Power & Light Company, Jefferson-Pilot Corporation,
Triangle Bancorp, Inc. and Winston Hotels, Inc.
R. STUART DICKSON, age 68, has been Chairman of the Executive Committee of
the Company since February 1994. Prior to that time, he served as Chairman of
the Board of the Company. He has been a
4
<PAGE> 7
director of the Company since 1968 and also serves as a director of Textron,
Inc., First Union Corporation, United Dominion Industries Limited, PCA
International, Inc and Dimon Incorporated.
HUGH L. MCCOLL, JR., age 62, is the Chief Executive Officer of NationsBank
Corporation, a bank holding company. Mr. McColl also served as Chairman of the
Board of NationsBank Corporation from 1983 until December 31, 1991 and from
December 31, 1992 until January 1997. He has been a director of the Company
since 1978 and also serves as a director of NationsBank Corporation, CSX
Corporation, Sonoco Products Company and Jefferson-Pilot Corporation.
Alan T. Dickson and R. Stuart Dickson are brothers, and Thomas W. Dickson
is the son of R. Stuart Dickson and the nephew of Alan T. Dickson. No other
director has a family relationship with any other executive officer, director or
nominee for director of the Company as close as first cousin.
DIRECTORS' FEES AND ATTENDANCE
The Company compensates each director who is not an employee of the Company
or its subsidiaries in the amount of $12,000 per year for his or her services as
a director, plus $1,000 for each Board of Directors or committee meeting
attended. The Company also provides $100,000 of term life insurance coverage for
each such non-employee director.
In addition to the above compensation, the Company grants stock options to
its non-employee directors from time to time. Under the Company's 1995
Comprehensive Stock Option Plan (the "1995 Plan"), the Company automatically
granted each non-employee director at the time the 1995 Plan was adopted a
ten-year option to purchase 10,000 shares of Common Stock at an exercise price
per share equal to the fair market value of the Common Stock at the grant date
of the option. In addition, under this 1995 Plan, the Company automatically
grants a ten-year option to purchase 10,000 shares of Common Stock to each new
non-employee director upon his or her initial election as director. These
options are immediately vested, and the exercise price per share of these
options is equal to the fair market value of the Common Stock on the date of the
director's election. In accordance with this 1995 Plan, the Company granted a
ten-year option to purchase 10,000 shares at an exercise price of $14.375 per
share to Mr. John R. Belk upon his election as a director on February 6, 1997.
The Board of Directors held five meetings during fiscal 1997. Each director
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings of all committees of the
Board of Directors of which he was a member held during fiscal 1997.
COMMITTEES OF THE BOARD
The Company's Board of Directors has the following standing committees: (i)
the Executive Committee, whose current members are Messrs. R. Stuart Dickson,
Alan T. Dickson, Thomas W. Dickson, Roddey Dowd, Sr. and Hugh L. McColl, Jr.;
(ii) the Audit Committee, whose current members are Messrs. John R. Belk, Edwin
B. Borden, Jr., John W. Copeland and Roddey Dowd, Sr.; (iii) the Compensation
and Special Stock Option Committee (the "Compensation Committee"), whose current
members are Messrs. Beverly F. Dolan and James E.S. Hynes; and (iv) the
Retirement Benefits Committee, whose current members are Messrs. John R. Belk,
Edwin B. Borden, Jr., John W. Copeland and James E.S. Hynes. Subject to
limitations under North Carolina law, the Executive Committee may exercise all
of the authority of the Board of Directors in the management of the Company. The
Executive Committee did not meet in fiscal 1997. The Audit Committee recommends
independent auditors for the Company and reviews its financial statements, audit
reports, internal financial controls and internal audit procedures. The Audit
Committee met three times
5
<PAGE> 8
during fiscal 1997. The Compensation Committee assesses the Company's overall
compensation programs and philosophies. Among other things, it approves and
recommends to the Board of Directors the compensation and incentive for
executive officers, the incentive for other parent company employees and the
compensation for directors. The Compensation Committee also reviews the
compensation set for other parent company employees and the compensation and
incentive set for other employees of the Company's subsidiaries. In addition,
the Compensation Committee grants stock options pursuant to the Company's stock
option plans and awards units under the Long Term Key Management Incentive
Program and reports such actions to the Board of Directors. The Compensation
Committee met once during fiscal 1997. See "REPORT OF THE COMPENSATION AND
SPECIAL STOCK OPTION COMMITTEE." The Retirement Benefits Committee met once
during fiscal 1997.
The Board of Directors does not have a standing nominating committee or a
committee performing a similar function.
BENEFICIAL OWNERSHIP OF COMPANY STOCK
The following table presents information regarding the beneficial ownership
of the Common Stock, within the meaning of applicable securities regulations, of
all current directors and nominees for director of the Company and the executive
officers named in the Summary Compensation Table included herein, and of such
directors and nominees and all executive officers of the Company as a group, all
as of October 31, 1997. Except as otherwise indicated, the persons named in the
table have sole voting and investment power over the shares included in the
table.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
---- ------------ --------
<S> <C> <C>
John R. Belk................................................ 10,800(2) *
Edwin B. Borden, Jr......................................... 23,000(3) *
Richard N. Brigden.......................................... 55,245(4) *
John W. Copeland............................................ 70,307(5) *
Alan T. Dickson............................................. 3,920,852(6) 8.4%
R. Stuart Dickson........................................... 3,077,287(7) 6.6%
Thomas W. Dickson........................................... 233,302(8) *
Beverly F. Dolan............................................ 21,400(3) *
Roddey Dowd, Sr............................................. 19,624(3) *
Edward S. Dunn, Jr.......................................... 69,923(9) *
Fred A. Jackson............................................. 48,834(10) *
James E. S. Hynes........................................... 52,070(3) *
Hugh L. McColl, Jr.......................................... 13,053(3) *
Anna Spangler Nelson........................................ 0 *
Harold C. Stowe............................................. 0 *
All directors, nominees for director and executive officers
as a group (16 persons)................................... 5,527,019(11) 11.9%
</TABLE>
- ---------------
* Less than 1%
(1) The table includes shares allocated under the ESOP to individual accounts
of those named persons and group members who participate in the ESOP, the
voting of which is directed by such named persons or group members, as
appropriate. The table does not include any unallocated shares held by the
ESOP,
6
<PAGE> 9
which are voted by SunTrust Banks, Inc. in its sole discretion. See Note 1
to "PRINCIPAL SHAREHOLDERS."
(2) Includes 10,000 shares that may be acquired upon the exercise of stock
options that are currently exercisable, as to which such director would
have sole voting and investment power upon acquisition.
(3) Includes 11,000 shares that may be acquired upon the exercise of stock
options that are currently exercisable, as to which such director would
have sole voting and investment power upon acquisition.
(4) Includes 40,526 shares owned of record and beneficially by Mr. Brigden, as
to which he has sole voting and investment power; 12,319 shares allocated
to his ESOP account, as to which he has sole voting power, but no
investment power except under limited circumstances; and 2,400 shares that
may be acquired by him upon the exercise of stock options that are
currently exercisable or become exercisable within sixty days, as to which
he would have sole voting and investment power upon acquisition.
(5) Includes 66,232 shares owned of record and beneficially by Mr. Copeland or
a corporation of which he is sole shareholder, as to which he has sole
voting and investment power; 2,933 shares owned by his adult children, as
to which he has sole voting and investment power pursuant to a power of
attorney; and 1,142 shares held of record by the Ann F. Copeland and John
W. Copeland Charitable Fund, Inc., as to which he has sole voting and
investment power.
(6) See Note 3 under "PRINCIPAL SHAREHOLDERS."
(7) See Note 4 under "PRINCIPAL SHAREHOLDERS."
(8) Includes 186,325 shares owned of record and beneficially by Mr. Dickson, as
to which he has sole voting and investment power; 13,901 shares allocated
to his ESOP account, as to which he has sole voting power, but no
investment power except under limited circumstances; 10,676 shares of
Common Stock held as custodian for his minor children, as to which he has
sole voting and investment power; and 22,400 shares that may be acquired by
him upon the exercise of stock options that are currently exercisable or
become exercisable within sixty days, as to which he would have sole voting
and investment power upon acquisition.
(9) Includes 28,830 shares owned of record and beneficially by Mr. Dunn, as to
which he has sole voting and investment power; 36,293 shares allocated to
his ESOP account, as to which he has sole voting power, but no investment
power except under limited circumstances; and 4,800 shares that may be
acquired by him upon the exercise of stock options that are currently
exercisable or become exercisable with sixty days, as to which he would
have sole voting and investment power upon acquisition.
(10) Includes 18,481 shares owned of record by Mr. Jackson jointly with his
spouse, as to which he shares voting and investment power; 15,953 shares
allocated to his ESOP account, as to which he has sole voting power, but no
investment power except under limited circumstances; and 14,400 shares that
may be acquired by him upon the exercise of stock options that are
currently exercisable or become exercisable within sixty days, as to which
he would have sole voting and investment power upon acquisition.
(11) Includes (i) 3,141,818 shares, including 112,800 shares that may be
acquired upon the exercise of stock options that are currently exercisable
or become exercisable within sixty days, as to which such persons have, or
would have upon acquisition, sole voting and investment power; (ii)
2,106,743 shares as to which they have shared voting and investment power;
(iii) 251,298 shares allocated to their respective ESOP accounts, as to
which they have sole voting power, but no investment power except under
limited circumstances; and (iv) 27,160 shares beneficially owned by
spouses, as to which such persons disclaim beneficial ownership.
7
<PAGE> 10
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth a summary of all compensation paid to or
accrued for each person who was an executive officer of the Company at fiscal
year end, and each person who served as chief executive officer of the Company
during such fiscal year, in each case for services rendered in all capacities
during the periods indicated:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION SECURITIES
---------------------------------------- RESTRICTED UNDERLYING
OTHER STOCK OPTIONS/ LTIP
NAME AND SALARY BONUS ANNUAL AWARD(S) SARS PAYOUTS ALL OTHER
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION($)(1) ($)(2) (#) ($) COMPENSATION($)
------------------ ---- -------- -------- ------------------ ---------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan T. Dickson 1997 $267,800 $140,863 $ 0 0 $20,205(7)
Chairman of the 1996 267,800 137,114 0 0 19,057
Board and Director 1995 260,000 132,340 52,981 0 19,417
of the Company
R. Stuart Dickson 1997 267,800 140,863 0 0 28,859(8)
Chairman of the 1996 267,800 137,114 0 0 27,816
Executive 1995 260,000 132,340 52,981 0 28,228
Committee and
Director of the
Company
John W. Copeland 1997 125,312 65,914 0 0 16,357(9)
Former President 1996 300,750 153,984 0 0 17,884
of the Company; 1995 288,750 146,974 62,283 0 17,943
Director of the
Company(3)
Thomas W. Dickson 1997 260,417 136,979 0 0 10,246(10)
President and 1996 208,000 84,877 0 12,000 9,867
Director of the 1995 189,000 77,290 0 0 11,237
Company(3)
Richard N. Brigden 1997 270,000 118,260 0 0 14,230(11)
Vice President -- 1996 258,750 110,486 0 6,000 14,118
Finance of the 1995 246,750 104,622 46,585 0 14,065
Company
Edward S. Dunn, Jr. 1997 244,400 13,442 0 0 10,886(12)
Former President 1996 244,400 78,208 0 12,000 10,455
of Harris Teeter, 1995 224,500 110,098 36,270 0 10,122
Inc.(4)(5)
Fred A. Jackson 1997 200,000 94,655 0 12,000 13,252(13)
President of 1996 185,000 75,492 0 8,000 9,853
American & Efird, 1995 -- -- -- -- --
Inc.(4)(6)
</TABLE>
- ---------------
(1) During fiscal 1997 the aggregate amount of perquisites and other personal
benefits and other non-cash compensation not reported above for each named
executive officer did not exceed the lesser of $50,000 or 10% of the total
amount reported above as annual salary and bonus for such individual.
(2) Represents the value of shares of restricted stock allocated pursuant to
the Long Term Key Management Incentive Program (see "LONG TERM KEY
MANAGEMENT INCENTIVE PROGRAM"). Such shares
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<PAGE> 11
vest upon the earlier to occur of (i) 20% per year over five years
(beginning with fiscal year end 1995), but not beginning before the
participant is 55 years old, or (ii) termination of employment due to death
or disability. Such persons shall receive dividends, and may vote, with
respect to all shares of restricted stock held for the accounts of such
persons. The total number of shares of restricted stock awarded to the
named executive officers in fiscal 1995 was as follows: Alan T.
Dickson -- 5,434 shares; R. Stuart Dickson -- 5,434 shares; Mr.
Copeland -- 6,388 shares; Mr. Brigden -- 4,778 shares; and Mr. Dunn --
3,720 shares. At fiscal year end 1997, the number of shares of restricted
stock and corresponding values held for such persons' accounts were as
follows: Alan T. Dickson -- 2,172 shares ($33,530); R. Stuart
Dickson -- 2,172 shares ($33,530); Mr. Copeland -- 2,554 shares ($39,427);
Mr. Brigden -- 1,910 shares ($29,486); and Mr. Dunn -- 3,720 shares
($57,428).
(3) Mr. Copeland retired as President of the Company effective in February
1997, at which time Mr. Dickson was elected President. Prior to such time,
Mr. Dickson served as Executive Vice President of the Company.
(4) American & Efird, Inc. and Harris Teeter, Inc. are wholly owned
subsidiaries of the Company.
(5) Mr. Dunn retired as President of Harris Teeter, Inc. effective in October
1997, at which time Frederick J. Morganthall, II was elected as President.
(6) Mr. Jackson first became an executive officer of the Company upon his
election as President of American & Efird, Inc., effective August 1996.
(7) Includes the value of certain premiums paid by the Company in fiscal 1997
under its split-dollar life insurance program in the amount of $12,840, and
contributions by the Company in fiscal 1997 to certain defined contribution
plans in the amount of $7,365.
(8) Includes the value of certain premiums paid by the Company in fiscal 1997
under its split-dollar life insurance program in the amount of $21,494, and
contributions by the Company in fiscal 1997 to certain defined contribution
plans in the amount of $7,365.
(9) Includes the value of certain premiums paid by the Company in fiscal 1997
under its split-dollar life insurance program in the amount of $10,492, and
contributions by the Company in fiscal 1997 to certain defined contribution
plans in the amount of $5,865.
(10) Includes the value of certain premiums paid by the Company in fiscal 1997
under its split-dollar life insurance program in the amount of $2,881, and
contributions by the Company in fiscal 1997 to certain defined contribution
plans in the amount of $7,365.
(11) Includes the value of certain premiums paid by the Company in fiscal 1997
under its split-dollar life insurance program in the amount of $6,865, and
contributions by the Company in fiscal 1997 to certain defined contribution
plans in the amount of $7,365.
(12) Includes the value of certain premiums paid by the Company in fiscal 1997
under its split-dollar life insurance program in the amount of $3,521, and
contributions by the Company in fiscal 1997 to certain defined contribution
plans in the amount of $7,365.
(13) Includes the value of certain premiums paid by the Company in fiscal 1997
under its split-dollar life insurance program in the amount of $5,887, and
contributions by the Company in fiscal 1997 to certain defined contribution
plans in the amount of $7,365.
9
<PAGE> 12
LONG TERM KEY MANAGEMENT INCENTIVE PROGRAM
The Company maintains the Long Term Key Management Incentive Program (the
"Incentive Program") for its top executives. Pursuant to the Incentive Program,
from time to time the Compensation Committee may establish five-year periods
(each, an "Incentive Period") in which one or more of the executives may
participate. At the end of each year in an Incentive Period, units may be
awarded by the Compensation Committee to the executives participating in such
Incentive Period based primarily upon the relative success of each participant
in achieving certain financial objectives in each such year. The maximum number
of units a participant may receive in a year is one unit for each $10,000 of the
participant's annual cash compensation (salary plus incentive compensation). If
the maximum amount of units available is not awarded to a participant in one
year, in the discretion of the Compensation Committee, the units may be awarded
in a subsequent year. In addition, also in the discretion of the Compensation
Committee, units awarded in a previous year during the Incentive Period may be
reduced. A participant whose employment terminates during an Incentive Period
will forfeit any units previously awarded, in the discretion of the Compensation
Committee. The units have no particular dollar or share value during the
Incentive Period.
Also at the end of each year in an Incentive Period, the Company may make a
dollar contribution to a pool (the "Incentive Pool") established for such
Incentive Period, based upon that year's return on beginning shareholders'
equity. No contributions may be made, however, unless the Company achieves a
minimum return on shareholders' equity for such year, as set by the Compensation
Committee at the beginning of each Incentive Period. Funds, if any, held in an
Incentive Pool are used to purchase shares of Common Stock at market price, and
dividends paid with respect to such shares are invested in additional shares to
be held in the Incentive Pool. The shares of Common Stock remain in the
Incentive Pool for the duration of the Incentive Period, at which time they are
allocated to a separate account for each participant, based on the proportionate
number of units held by each participant at the end of such Incentive Period. If
a change in control of the Company occurs during the Incentive Period, shares
will be allocated at that time, based on the units previously awarded. Once
allocated, shares vest and generally are distributed at the earlier to occur of
(i) 20% per year over five years, but not beginning before the participant is 55
years old or (ii) termination of employment due to death or disability. If a
participant retires during the vesting period, the value of any unvested shares
will be paid in cash, in the discretion of the Compensation Committee. A
participant whose employment terminates for any reason other than retirement,
disability or death prior to receiving full distribution of shares will forfeit
any remaining shares in the discretion of the Compensation Committee. Once the
shares of Common Stock are allocated to a participant's account, the participant
may vote and receive dividends with respect to such shares, but may not sell or
otherwise transfer such shares until they have vested and been distributed to
the participant.
10
<PAGE> 13
PENSION PLANS
The Company provides certain retirement benefits for each of the executives
included in the Summary Compensation Table pursuant to the Ruddick Supplemental
Executive Retirement Plan (the "SERP"), the Ruddick Corporation Employees'
Pension Plan (the "Pension Plan") and Social Security. The following table shows
the estimated annual benefits generally payable at normal retirement to an
executive who participates in the SERP and the Pension Plan, in specified
average compensation and years of service classifications.
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
ANNUAL BENEFIT UPON RETIREMENT
WITH YEARS OF SERVICE INDICATED(2)
--------------------------------------------------------
FINAL AVERAGE EARNINGS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
---------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000............................ $ 51,563 $ 68,750 $ 68,750 $ 68,750 $ 68,750
150,000............................ 61,875 82,500 82,500 82,500 82,500
175,000............................ 72,188 96,250 96,250 96,250 96,250
200,000............................ 82,500 110,000 110,000 110,000 110,000
225,000............................ 92,813 123,750 123,750 123,750 123,750
250,000............................ 103,125 137,500 137,500 137,500 137,500
300,000............................ 123,750 165,000 165,000 165,000 165,000
400,000............................ 165,000 220,000 220,000 220,000 220,000
450,000............................ 185,625 247,500 247,500 247,500 247,500
500,000............................ 206,250 275,000 275,000 275,000 275,000
</TABLE>
- ---------------
(1) The table sets forth the combined benefits payable under the SERP, the
Pension Plan and Social Security.
(2) The retirement benefits payable to Messrs. R. Stuart Dickson and Alan T.
Dickson would be approximately 9% larger than the amounts shown in the
table.
"Final average earnings" is the average of the participant's highest annual
compensation in any three of the participant's last ten years of employment by
the Company or a participating subsidiary. The annual compensation considered in
any given year to determine the "final average earnings" of a participant
consists of amounts that typically would be included in the Salary and Bonus
columns of the Summary Compensation Table. The table above describes annual
benefits beginning at normal retirement, assuming payment in the form of a joint
and 75% survivor annuity for SERP and Pension Plan amounts. For purposes of this
table, "normal retirement" means retirement at age 60. A participant who retires
prior to normal retirement and after attaining age 55 with 10 years of service
will be entitled to reduced benefits, if payment of such benefits commences
prior to age 60.
Final average earnings for purposes of computing benefits, and age and
estimated credited years of service as of fiscal year-end 1997, for each of the
executive officers included in the Summary Compensation Table were as
follows: $401,972, age 66 and 44 years for Alan T. Dickson; $401,972, age 68 and
45 years for R. Stuart Dickson; $420,019, age 62 and 19 years for John W.
Copeland; $318,854, age 42 and 17 years for Thomas W. Dickson; $369,623, age 58
and 14 years for Richard N. Brigden; $314,065, age 54 and 23 years for Edward S.
Dunn, Jr.; and $259,018, age 47 and 20 years for Fred A. Jackson.
11
<PAGE> 14
STOCK OPTION PLANS
The following table sets forth information regarding options granted to the
executive officers named in the Summary Compensation Table during fiscal year
1997. No free-standing stock appreciation rights ("SARs") were granted to
executive officers during such year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
- ----------------------------------------------------------------------------- AT ASSUMED ANNUAL RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS/ APPRECIATION FOR
UNDERLYING SARS GRANTED EXERCISE OPTION TERM
OPTIONS/SARS TO EMPLOYEES OR BASE --------------------------
GRANTED IN FISCAL PRICE EXPIRATION 5% 10%
NAME (#) YEAR ($/SH) DATE ($) ($)
---- ------------ -------------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Fred A. Jackson 12,000(1) 11.54% $ 13.375 11-20-01 $65,339.62 $152,269.09
</TABLE>
- ---------------
(1) Represents the number of shares covered by options granted to the named
executive on November 20, 1996 pursuant to the Company's 1993 Incentive
Stock Option Plan. Such options have an exercise price equal to 100% of fair
market value of such shares on the date of grant. All such options vest at
the rate of 20% per year over five years, based on the date of grant.
Vesting of such options may be accelerated in certain circumstances
involving a change in control of the Company. Furthermore, the number of
shares subject to option will be appropriately adjusted in the event of a
stock dividend or reclassification or in the event of certain mergers or
consolidations involving the Company. Options expire if the employment of
the optionee is terminated for any reason other than death, disability,
retirement with the consent of the Company or termination without cause by
the Company.
The following table sets forth information regarding options exercised
during fiscal year 1997 by the executive officers named in the Summary
Compensation Table and the value of each such executive officer's unexercised
stock options held at fiscal year end.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ON FY-END (#) FY-END ($)(1)
EXERCISE VALUE REALIZED (EXERCISABLE/ (EXERCISABLE/
NAME (#) ($) UNEXERCISABLE) UNEXERCISABLE)
---- ----------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
John W. Copeland....................... 40,000 $130,771 -- $ --
Thomas W. Dickson...................... -- -- 16,000/16,000 79,283/68,102
Richard N. Brigden..................... -- -- 1,200/4,800 4,800/19,200
Edward S. Dunn, Jr..................... -- -- 2,400/9,600 9,600/38,400
Fred A. Jackson........................ 3,200 22,904 7,600/23,200 30,962/71,751
</TABLE>
- ---------------
(1) Based on the closing price of the Company's Common Stock on the New York
Stock Exchange on September 26, 1997.
12
<PAGE> 15
REPORT OF THE COMPENSATION AND
SPECIAL STOCK OPTION COMMITTEE
The Compensation and Special Stock Option Committee of the Board of
Directors is responsible for setting the remuneration levels for executives of
the Company and for overseeing the Company's various executive compensation
plans and the overall management compensation program. Periodically, the
Compensation Committee obtains independent and impartial advice from external
compensation consulting firms in executing its responsibilities. The
Compensation Committee, currently composed of two outside directors listed
below, met one time during fiscal 1997.
GENERAL EXECUTIVE COMPENSATION PHILOSOPHY
A primary objective of the Company's executive compensation program is to
enhance the shareholder value in the Company. To help achieve this objective,
the Company's executive compensation program is designed both to attract and
retain the most qualified executives by creating competitive compensation
packages and to motivate the Company's executives to produce strong financial
performance by tying corporate and individual performance to compensation
levels. The Company's executive compensation package consists generally of
annual base salary and incentive compensation, as well as long term incentive
compensation and stock options.
Annual Compensation. The Company's annual compensation for its executives
consists of base salary and incentive compensation. As a starting point for
determining the total annual compensation levels for executives, the
Compensation Committee considers the annual compensation packages of companies
that the Company considers to be its competitors. These competitor companies
typically consist of (i) companies that operate in the specific industries in
which the Company's subsidiaries operate, (ii) regional companies that are
comparable in size to the Company, and (iii) other companies (including
companies for which the Company's directors serve as directors) with which the
Company believes it competes for its top executives. Such competitor companies
include some, but not all, of the companies in the Standard & Poor's ("S&P")
Retail Stores -- Food Chains Index and the S&P Textile -- Apparel Manufacturer
Index used in preparing the graph set forth on page 16. In addition, these
competitor companies may include companies that are not included in any of the
Indices represented in such graph.
The total annual compensation levels of the respective executives are also
designed to reflect the varying duties and responsibilities of each executive's
position with the Company or a subsidiary, as appropriate, with consideration
given to the relative size and complexity of each business unit, as well as the
unit's relative contribution to the consolidated financial condition and results
of operation of the Company. As a general rule, the total annual compensation of
executives employed by the holding company is somewhat higher than the salaries
of the other executives, primarily due to the higher responsibilities of the
holding company executives for the Company's total performance.
Base salary typically is determined by the Compensation Committee within
base salary ranges determined as described above. Annual incentive compensation
is provided through a bonus plan that the Company maintains for all salaried
personnel. The bonus plan directly links incentive pay to achievement of
predetermined, objective performance goals. For an executive employed directly
by the holding company, incentive pay is based on return on beginning
shareholders' equity. For an executive employed by an operating subsidiary,
incentive pay is based on pre-tax earnings, as adjusted for that subsidiary, as
a percentage of beginning capital employed. If the Company or a subsidiary, as
applicable, achieves the predetermined minimum goals, executives are paid a
predetermined percentage of base compensation as incentive. The
13
<PAGE> 16
percentage of base compensation payable as incentive compensation increases
proportionally until a maximum performance goal, also predetermined, is achieved
with respect to the applicable measure of performance.
Generally, the total annual compensation paid to the Company's executives
is equal to or lower than the median of the range of total annual compensation
provided by the competitor companies, for both the Chief Executive Officer and
the remaining executive officers.
Long Term Incentive Compensation. The Company provides long term incentive
compensation to its executives through the Incentive Program and through the
grant of options pursuant to its various stock option plans. Each of these
programs is designed to reward executives with equity ownership in the Company
or, in some cases, the comparable value of shares of Common Stock. The
Compensation Committee believes that equity-based compensation provides
incentive for executives to enhance long term financial performance of, and
therefore shareholder value in, the Company.
Incentive Program. The Incentive Program is designed to motivate
executives to achieve both superior personal performance and enhanced corporate
performance. The ultimate value to participating executives is directly based on
the number of shares of Common Stock held in an Incentive Pool at the end of an
Incentive Period. As previously described, contributions to an Incentive Pool
are based on annual return on beginning shareholders' equity. If a minimum
return is not achieved in a given year, no contributions are made by the Company
to the Incentive Pool for the purchase of Common Stock. During the past fiscal
year, the Company did not achieve the minimum return on beginning shareholders'
equity, and no contributions were made to the Incentive Pools established under
either of the two Incentive Periods in effect for such year.
The grant of units to a participating executive in any given year in an
Incentive Period generally is based on subjective, individual performance
criteria such as management development and personnel training, as well as
progress toward a mutual set of goals relating to quality, service and customer
satisfaction and other subjective factors. The Compensation Committee also
considers specific quantifiable objectives for each participant (based on return
on beginning shareholders' equity for holding company executives and on pre-tax
income, adjusted for an applicable subsidiary, to capital employed for
subsidiary executives). Units may be awarded, in the discretion of the
Compensation Committee, to a participant who achieves satisfactory subjective
criteria, even if specific quantifiable goals are not satisfied, and vice versa.
Units granted to executive officers with respect to fiscal 1997 performance,
expressed as a percentage of maximum potential units for a participant, ranged
from 0% to 60%.
Stock Options. Options comprise the final component of core compensation
of executives. The Compensation Committee administers the Company's various
stock option plans, including the determination of the employees to whom options
are granted, the terms on which such options are granted and the number of
shares subject to such options. In general, criteria to determine which key
employees are eligible to participate in the stock option plans include the
duties of the respective employees, their present and potential contributions to
the success of the Company or its subsidiaries and the anticipated number of
years of effective service remaining.
During fiscal 1997, the Compensation Committee granted options to a number
of employees, including certain executives, based primarily on criteria such as
length of employment with the Company or its subsidiaries, new employment and
promotions. The Compensation Committee also considers the number of options
previously granted to employees when it determines new option grants.
Other Compensation. In addition to the above forms of compensation, the
Company also maintains a split dollar life insurance program for its executive
officers and certain other key employees of the Company or
14
<PAGE> 17
its subsidiaries. In addition, the Company maintains the SERP, in which
executives are entitled to participate in the discretion of its administrative
committee, and the Pension Plan, the ESOP, the Ruddick Savings Plan and the
Ruddick Deferred Compensation Plan, in which executives are entitled to
participate upon satisfaction of the eligibility requirements set forth in the
respective plans.
COMPENSATION FOR CHIEF EXECUTIVE OFFICERS
The general philosophy and policies of the Compensation Committee described
above are equally applicable to the compensation recommendations made with
respect to the Chief Executive Officer of the Company. John W. Copeland served
as President and Chief Executive Officer of the Company until February 1997. At
that time, Mr. Copeland retired from the Company, and Thomas W. Dickson, who
previously served as Executive Vice President of the Company, was elected
President and Chief Executive Officer of the Company. The overall levels of
annual compensation in fiscal 1997 for Messrs. Copeland and Dickson generally
were determined based on the process described above in "Annual Compensation."
The increase in the base salary paid to Mr. Dickson in fiscal 1997 generally
reflects the assumption by him of broader responsibilities upon election as
President and Chief Executive Officer.
Fiscal 1997 annual incentive compensation under the bonus plan for Messrs.
Copeland and Dickson was determined based on return on beginning shareholders'
equity. Pursuant to this formula, if a predetermined minimum return is achieved
in a given year, each of Mr. Copeland and Mr. Dickson is entitled to incentive
compensation equal to 30% of his respective base compensation. The percentage of
base compensation payable as incentive compensation increases proportionally
until a predetermined maximum return is achieved, where a maximum of 120% of his
respective base compensation will be paid as incentive compensation. Each of Mr.
Copeland's and Mr. Dickson's annual incentive compensation for fiscal 1997
reflects the improved earnings of the Company during fiscal 1997.
Mr. Copeland has participated in the Incentive Period established under the
Incentive Program for fiscal years 1995-1999. Due to his retirement during
fiscal year 1997, no units were granted to Mr. Copeland for such year. Although
he is not eligible to receive additional units for the remainder of the
Incentive Period, the Compensation Committee has determined that his existing
units will not be forfeited, and he will be eligible for a pro rata allocation
of any shares of Common Stock held in the related Incentive Pool at the end of
the Incentive Period. Mr. Dickson also currently participates in the Incentive
Period established under the Incentive Program for fiscal years 1995-1999. Based
on fiscal 1997 performance, the Compensation Committee granted 60% of the units
available to be granted to Mr. Dickson. This grant was based primarily on the
Committee's evaluation of his levels of achievement of personal performance
objectives and corporate operating results during fiscal 1997.
SUBMITTED BY THE COMPENSATION AND STOCK OPTION COMMITTEE
Beverly F. Dolan James E.S. Hynes
15
<PAGE> 18
COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN
FOR FIVE-YEAR PERIOD ENDING SEPTEMBER 30, 1997
The following graph presents a comparison of the yearly percentage change
in the Company's cumulative total shareholders' return on the Company's Common
Stock with (i) Standard & Poor's 500 Index, (ii) Standard & Poor's Midcap 400
Index, (iii) Standard & Poor's Retail Stores -- Food Chains Index and (iv)
Standard & Poor's Textile -- Apparel Manufacturer Index for the fiscal years
ended 1992 to 1997, inclusive.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG RUDDICK CORPORATION AND CERTAIN INDICES**
<TABLE>
<CAPTION>
S&P S&P RETAIL S&P
MEASUREMENT PERIOD RUDDICK MIDCAP (FOOD TEXTILES
(FISCAL YEAR COVERED) CORP S&P 500 400 CHAINS) (APPAREL)
<S> <C> <C> <C> <C> <C>
9/92 100 100 100 100 100
9/93 121 113 124 111 77
9/94 114 117 126 121 85
9/95 165 152 158 149 82
9/96 172 183 181 187 112
9/97 206 257 251 200 121
</TABLE>
* $100 invested on 09/30/92 in stock or index -- including reinvestment of
dividends. Fiscal year ending September 30.
** The Company utilizes two indices, rather than a single index, for its peer
group comparison: Standard & Poor's Retail Stores -- Food Chains Index and
Standard & Poor's Textile -- Apparel Manufacturer Index. The Company believes
that the separate presentation of these indices more accurately corresponds
to the Company's primary lines of business.
16
<PAGE> 19
PROPOSED 1997 COMPREHENSIVE STOCK OPTION AND AWARD PLAN
As of November 30, 1997, there were 254,600 shares of Common Stock
available for future grants of options under the Company's three existing stock
option plans. The Compensation Committee determined that it would be desirable
to have an additional 700,000 shares of Common Stock available for future grants
of options and other stock-based awards to employees of the Company and its
subsidiaries, as well as to directors of the Company who are not also employees
of the Company or any of its subsidiaries. Therefore, the Board of Directors has
adopted the Ruddick Corporation 1997 Comprehensive Stock Option and Award Plan
(the "Plan"), which is subject to the approval of the shareholders of the
Company. The text of the Plan is set forth in its entirety as Appendix A, and
the following summary is qualified in its entirety by reference thereto. The
proposal for approval of the Plan will require the affirmative vote of the
holders of a majority of the votes cast with respect to this matter at the
Annual Meeting. Accordingly, while abstentions and broker non-votes, if any,
will count for purposes of establishing a quorum with respect to this matter at
the Annual Meeting, neither abstentions nor broker non-votes will have the
effect of a negative vote with respect to this matter. THE BOARD OF DIRECTORS
RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ADOPTION OF THE PLAN.
GENERAL
The purpose of the Plan is to provide the Company with a means of providing
employees of the Company and its subsidiaries and directors of the Company the
benefits of ownership of the Common Stock. The Plan is designed to help attract
and retain for the Company and its subsidiaries personnel of superior ability
for positions of exceptional responsibility, to reward employees and directors
for past services and to motivate such individuals through added incentives to
further contribute to the future growth and the success of the Company.
Under the Plan, stock options, shares of restricted stock, stock awards or
performance shares, or a combination of any such awards (collectively,
"Awards"), may be granted from time to time to Eligible Persons (hereinafter
defined), all generally in the discretion of the Committee responsible for
administering the Plan (hereinafter described). Each Award under the Plan will
be evidenced by a separate written agreement which sets forth the terms and
conditions of the Award. "Eligible Persons" generally include any employee of
the Company or its subsidiaries, members of the Board of Directors of the
Company and any other person whose participation the Committee determines is in
the best interest of the Company. There is no maximum number of persons eligible
to receive Awards under the Plan, nor is there any limit on the amount of Awards
that may be granted to any such person, except as described below with respect
to incentive stock options. The Company intends that stock options or other
grants of Awards under the Plan to persons subject to Section 16 of the Exchange
Act will satisfy the requirements of Rule 16b-3 under the Exchange Act ("Rule
16b-3").
The Company has reserved 700,000 shares of its Common Stock for issuance
under the Plan, subject to adjustment to protect against dilution in the event
of certain changes in capitalization of the Company.
ADMINISTRATION
The Plan will be administered by a committee of the Board of Directors of
the Company that consists of two or more directors (the "Committee"). To the
extent necessary to comply with Rule 16b-3, the Committee will consist solely of
two or more "non-employee directors," as that term is defined in Rule 16b-3.
Under the Plan, generally the Committee will have complete authority to
determine the persons to whom Awards will be granted from time to time, as well
as the terms and conditions of such Awards. The Committee
17
<PAGE> 20
also will have discretion to interpret the Plan and the Awards granted under the
Plan and to make other determinations necessary or advisable for the
administration of the Plan. Under the Plan, the full Board of Directors can act
as the Committee, if all of the members of the Board of Directors otherwise are
eligible to serve on the Committee. The full Board of Directors generally also
may grant Awards under the Plan from time to time. The Compensation and Special
Stock Option Committee of the Board of Directors will act as the Committee until
otherwise determined by the Board of Directors.
STOCK OPTIONS
General. The Committee may grant either incentive stock options (for
purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code")) or nonqualified stock options under the Plan. Except as described below
for incentive stock options, the Committee generally has the discretion to
determine the persons to whom stock options will be granted, the numbers of
shares subject to such options, the exercise prices of such options, the vesting
schedules with respect to such options, the terms of such options, as well as
the period, if any, following a participant's Termination of Service (as defined
in the Plan) during which such option may be exercised, and the circumstances in
which all or a portion of an option may become immediately exercisable or be
forfeited. The Committee also has the discretion, exercisable either at the time
an option is granted or at the time of a participant's Termination of Service,
to provide for accelerated vesting of the exercisability of an option for a
limited period following such Termination of Service. Such terms may differ
among the various persons to whom the options are granted and among the various
options granted to any such person. Notwithstanding the foregoing, under the
terms of the Plan, no options may be exercised following the Termination of
Service of a participant for cause.
In the discretion of the Committee, the price due upon exercise of an
option may be paid in cash or in shares of the Company's Common Stock valued at
their then current Fair Market Value (as defined in the Plan), or a combination
of both. Shares delivered in payment of such price may be shares acquired by
prior exercises of options or otherwise, in the Committee's discretion. Also in
the discretion of the Committee, a participant may exercise an option as to only
a part of the shares covered thereby and then, in an essentially simultaneous
transaction, use the shares so acquired in payment of the exercise price for
additional option shares.
Generally, options granted under the Plan may not be transferred by a
participant other than by will or by the laws of descent and distribution and
generally will be exercisable during the participant's lifetime only by such
participant or his or her guardian or legal representative. With respect to
nonqualified stock options, however, the Committee may, in its sole and absolute
discretion, permit a participant to transfer such option for no consideration to
or for the benefit of one or more members of the participant's Immediate Family
(as defined in the Plan) or in certain circumstances family trusts, partnerships
or limited liability companies.
The Committee may also, in its discretion, allow the voluntary surrender of
all or a portion of a stock option conditioned upon the granting to the
participant of a new stock option for the same or a different number of shares,
or may require the surrender as a condition precedent to the grant of a new
stock option. The Committee may also purchase a participant's outstanding
option, on such terms and conditions as the Committee in its discretion
determines.
Holders of options shall have no rights as shareholders of the Company
unless and until such options are exercised and shares are delivered to such
persons in accordance with the Plan.
Incentive Stock Options. Incentive stock options may be granted only to
persons who are employees of the Company or its subsidiaries (including
directors of the Company who are also employees of the Company
18
<PAGE> 21
or a subsidiary but excluding non-employee directors of the Company). Generally,
incentive stock options must be granted within ten years of the date the Plan is
adopted, and the term of any incentive stock option may not exceed ten years.
Furthermore, the aggregate Fair Market Value of shares of Common Stock with
respect to which any incentive stock options are exercisable for the first time
by a participant during any calendar year, whether such incentive stock options
are granted under the Plan or any other plans of the Company, may not exceed
$100,000. Under the Plan, however, if the aggregate Fair Market Value of such
incentive stock options exceeds this limit (whether due to its original terms,
or due to accelerated exercisability following a Termination of Service due to
death, Disability or Retirement (as such terms are defined in the Plan), or
following a Change of Control (hereinafter defined)), then to the extent
permitted by Section 422 of the Code, the excess will be treated as a
nonqualified stock option. Furthermore, the exercise price of incentive stock
options must be at least 100% of the Fair Market Value of the Common Stock at
the time the incentive stock option is granted, and no incentive stock options
may be granted to any individual who owns more than 10% of the total combined
voting power of all classes of stock of the Company.
The Plan also provides that, with respect to incentive stock options, the
period during which an option may be exercisable following a Termination of
Service generally may not exceed three months, unless (i) employment is
terminated as the result of Disability, in which case in the discretion of the
Committee the incentive stock options may be exercised during a period of one
year following the date of such Disability, or (ii) employment is terminated as
the result of death, or if the employee dies following a Termination of Service
(other than as a result of Disability) and during the period that the incentive
stock option is still exercisable, in which case in the discretion of the
Committee the incentive stock option may be exercised during a period of one
year following the date of such death. In no event, however, may an incentive
stock option be exercised after the expiration of its original term.
RESTRICTED STOCK, STOCK AWARDS AND PERFORMANCE SHARES
Under the Plan, the Committee has broad discretion to grant other
equity-based incentives and/or compensation in the form of restricted stock or
other stock awards, as well as performance shares.
Restricted Stock. The Committee may award shares of restricted stock under
the Plan to any Eligible Person, for such consideration, if any, as may be
determined by the Committee or required by law, as a reward for past service and
an incentive for the performance of future services that will contribute
materially to the successful operation of the Company or its subsidiaries.
Restricted stock generally consists of shares of Common Stock that at the time
of award are subject to restrictions or limitations as to the participant's
ability to sell, transfer, pledge or assign such shares. Shares of restricted
stock may vest (separately or in combination), and all or a portion of the
applicable restrictions may lapse, from time to time over one or more restricted
periods, based on such factors as continued employment, the passage of time or
other measures as the Committee determines. The Committee also may determine the
circumstances, if any, in which shares of restricted stock that have not
previously vested may be forfeited by the participant or may be required to be
resold to the Company, as well as the circumstances, if any, in which the
vesting of such shares might be accelerated or delayed. Generally, in the
discretion of the Committee, any shares of restricted stock that have not vested
in full will be forfeited upon the participant's Termination of Service and
shall be cancelled by the Company. Unless otherwise provided in the applicable
award agreement, however, the Committee may in its discretion waive any
remaining restrictions in the event of the death, Disability or Retirement of
the participant during the applicable restricted period or in other cases of
special circumstances. Notwithstanding
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the foregoing, under the terms of the Plan all shares of restricted stock which
have not vested in full shall be forfeited and cancelled if the participant is
terminated for cause, as determined by the Committee. In the discretion of the
Committee, cash dividends with respect to shares of restricted stock may be
automatically reinvested in additional shares of stock subject to the same
restrictions, or cash dividends (or other distributions) with respect to such
shares may be withheld by the Committee for the account of the participant, with
or without interest. Except as expressly provided otherwise, persons to whom
shares of restricted stock have been awarded will have all rights of a
shareholder of the Company with respect to such shares, unless and until such
shares are otherwise forfeited by such person.
Stock Awards. The Committee may grant stock awards under the Plan to any
Eligible Person in payment of compensation that has been earned or as
compensation to be earned. All shares subject to a stock award shall be valued
at not less than 100% of the Fair Market Value of the shares of Common Stock on
the grant date of such stock award. Upon the issuance of shares subject to a
stock award and the delivery of certificate(s) representing such shares to the
participant, the participant will become a shareholder of the Company fully
entitled to receive dividends, to vote and to exercise all other rights of a
shareholder of the company with respect to such shares.
Performance Shares. The Committee may award performance shares under the
Plan to any Eligible Person, for such consideration, if any, as may be
determined by the Committee or required by law, as an incentive for the
performance of future services that will contribute materially to the successful
operation of the Company and its subsidiaries. A performance share generally
consists of a unit valued by reference to the Common Stock; the value of one
performance share will be equal at any given time to the Fair Market Value of
one share of Common Stock. Performance shares generally may be earned by a
participant only if the participant achieves certain performance objectives that
are determined by the Committee at the time of the award. The performance
objectives generally will be measured over one or more performance periods
applicable to the Award of such shares as determined by the Committee at the
time of the award. The Committee also has the discretion to determine the number
of performance shares that will be paid to a participant if the applicable
performance objectives are exceeded or met in whole or in part and the form of
settlement of a performance share. Performance objectives may vary from
participant to participant and will be based on such performance criteria (for
example, minimum earnings per share or return on equity) as the Committee in its
sole discretion determines appropriate. The Committee also has the discretion to
revise the performance objectives during the duration of the performance period
if it determines that significant events that have a substantial effect on the
existing performance objectives have occurred. Generally, any performance shares
that have not been earned in full will be forfeited upon a participant's
Termination of Service. Unless otherwise provided in the applicable award
agreement, however, in the event of the death, Disability or Retirement of the
participant during the performance period or in other cases of special
circumstances, the Committee may in its discretion determine to make a
settlement of such performance shares based on the extent to which the
applicable performance objectives were satisfied and pro rated for the portion
of the period during which the Participant was employed. Notwithstanding the
foregoing, under the terms of the Plan all performance shares which have not
been earned in full shall be forfeited and cancelled if the participant is
terminated for cause, as determined by the Committee.
The settlement of a performance share may be made in cash, in whole shares
of Common Stock or any combination thereof. Performance shares are not
transferable by a participant, and holders of performance shares shall have no
rights as shareholders of the Company unless and until shares of Common Stock
are issued and delivered to such persons upon settlement of performance shares,
as provided in the Plan. The
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Committee may also, in its discretion, place restrictions on the transfer of any
shares of Common Stock delivered to the participant in payment of the
performance shares.
CHANGE OF CONTROL OR OTHER FUNDAMENTAL CHANGE
The Plan provides that upon certain mergers or other reorganizations to
which the Company or any subsidiary is a party that involves an exchange or
conversion or other adjustment of the Company's outstanding Common Stock, each
participant generally shall be entitled upon the exercise of his or her stock
options to receive the number and class of securities or other property to which
such participant would have been entitled in the merger or reorganization if
such participant had exercised such stock option prior to such merger or
reorganization. The Committee, in its discretion, may provide for similar
adjustments upon the occurrence of such events with respect to other Awards
outstanding under the Plan.
The Plan also provides that, upon the occurrence of a Change of Control:
(i) outstanding stock options will become immediately exercisable in full
(subject to any appropriate adjustments in the number of shares subject to the
option and the option price), regardless of their terms, and shall remain
exercisable for the remaining term of the option; (ii) outstanding performance
shares will be deemed 100% earned and a pro rata portion of such performance
shares (based on the portion of the applicable performance period that has
elapsed at such time) shall be paid to the participant; and (iii) outstanding
shares of restricted stock shall be deemed vested and all restrictions thereon
shall be deemed lapsed. A Change of Control is defined under the Plan as (a) the
adoption of a plan of merger or consolidation of the Company with any other
corporation or association as a result of which the holders of the voting
capital stock of the Company as a group would receive less than 50% of the
voting capital stock of the surviving or resulting corporation, (b) the approval
by the Board of Directors of the Company of an agreement providing for the sale
or transfer (other than as security for obligations of the Company) of
substantially all the assets of the Company, or (c) in the absence of a prior
expression of approval by the Board of Directors of the Company, the acquisition
of more than 20% of the Company's voting capital stock by any person within the
meaning of Section 13(d)(3) of the Exchange Act, other than a person, or group
including a person, who beneficially owned, at the date of adoption of the Plan
by the Board of Directors, more than 6.5% of the Company's voting capital stock.
In addition, the Committee generally has the discretion to take such actions and
make such adjustments with respect to outstanding Awards as it deems necessary
or advisable, and fair and equitable, in the event of a Change of Control or
other similar event.
Upon the dissolution or liquidation of the Company, all outstanding Awards
under the Plan shall terminate. Upon the adoption of a plan of such dissolution
or liquidation, however, all outstanding Awards shall be exercisable in full and
all restrictions shall lapse, to the extent described in the previous paragraph.
MISCELLANEOUS
The Board of Directors generally may amend or terminate the Plan or any
provision of the Plan at any time. To the extent required by the Exchange Act or
the Code, however, absent approval by the Company's shareholders, no amendment
may (i) materially alter the group of persons eligible to participate in the
Plan; (ii) except as specifically provided in Section 3.6 of the Plan, increase
the number of shares available for Awards under the Plan; (iii) extend the
period during which incentive stock options may be granted beyond November 20,
2007; or (iv) alter the class of individuals eligible to receive an incentive
stock option or increase the limit on incentive stock options or the value of
shares of Common Stock for which eligible employees may be granted an incentive
stock option. Furthermore, without the consent of the participant, no amendment
to or discontinuance of the Plan or any provision thereof shall adversely affect
(in the sole
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discretion of the Committee) any Award granted to the participant under the
Plan, except that the Committee shall always have the right and power to annul
any Award if the participant is terminated for cause and to convert any
outstanding incentive stock option to a nonqualified stock option.
If a participant is required to pay to the Company any amount with respect
to income or employment tax withholding obligations in connection with an Award,
no Common Stock will be transferred to such participant until the Committee in
its sole discretion is satisfied as to the payment of such liabilities. The
Committee in its discretion may allow a participant to satisfy any such
obligation by withholding shares of Common Stock that otherwise would be
delivered to such participant with a Fair Market Value equal to the amount of
the withholding obligation.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief description of the Federal income tax consequences
to the participants and the Company of the issuance and exercise of stock
options under the Plan, as well as the grant of restricted stock, stock awards
and performance shares. All ordinary income recognized by a participant with
respect to Awards under the Plan shall be subject to both wage withholding and
employment taxes. The deduction allowed to the Company for the ordinary income
recognized by a participant with respect to an Award under the Plan will be
limited to amounts that constitute reasonable, ordinary and necessary business
expenses of the Company.
Incentive Stock Options. In general, no income will result for Federal
income tax purposes upon either the granting or the exercise of any incentive
option issued under the Plan. If certain holding period requirements (at least
two years from the date of grant of the option and at least one year from the
date of exercise of the option) are satisfied prior to a disposition of stock
acquired upon exercise of an incentive option, the excess of the sales price
upon disposition over the option exercise price generally will be recognized by
the participant as a capital gain, and the Company will not be allowed a
business expense deduction.
If the holding period requirements with respect to incentive options are
not met, the participant generally will recognize, at the time of the
disposition of the stock, ordinary income in an amount equal to the difference
between the option price of such stock and the lower of the Fair Market Value of
the stock on the date of exercise and the amount realized on the sale or
exchange. The difference between the option price of such stock and the Fair
Market Value of the stock on the date of exercise is a tax preference item for
purposes of calculating the alternative minimum tax on an participant's federal
income tax return. If the amount realized on the sale or exchange exceeds the
Fair Market Value of the stock on the date of exercise, then such excess
generally will be recognized as a capital gain. In the case of a disposition
prior to satisfaction of the holding period requirements which results in the
recognition of ordinary income by the participant, the Company generally will be
entitled to a deduction in the amount of such ordinary income in the year of the
disposition.
If an participant delivers shares of the Company's Common Stock in payment
of the option price, the participant generally will be treated as having made a
like-kind exchange of such shares for an equal number of the shares so
purchased, and no gain or loss will be recognized with respect to the shares
surrendered to the Company in payment of said option price. In such a case, the
participant will have a tax basis in a number of shares received pursuant to the
exercise of the option equal to the number of shares of Common Stock used to
exercise the option and equal to such participant's tax basis in the shares of
Common Stock submitted in payment of the option price. The remaining shares of
Common Stock acquired pursuant to the exercise of the option will have a tax
basis equal to the gain, if any, recognized on the exercise of the option and
any other consideration paid for such shares on the exercise of the option.
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Notwithstanding the foregoing, if a participant delivers any stock that was
previously acquired through the exercise of an incentive stock option in payment
of all or a portion of the option price of an option, and the holding period
requirements described above have not been satisfied with respect to the shares
of stock so delivered, the use of such stock to pay a portion of the option
price will be treated as a disqualifying disposition of such shares, and the
participant generally will recognize income.
Nonqualified Stock Options. The grant of nonqualified stock options under
the Plan will not result in any income being taxed to the participant at the
time of the grant or in any tax deduction for the Company at such time. At the
time a nonqualified stock option is exercised, the participant will be treated
as having received ordinary income equal to the excess of the Fair Market Value
of the shares of Common Stock acquired as of the date of exercise over the price
paid for such stock. At that time, the Company will be allowed a deduction for
Federal income tax purposes equal to the amount of ordinary income attributable
to the participant upon exercise. The participant's holding period for the
shares of Common Stock acquired will commence on the date of exercise, and the
tax basis of the shares will be the greater of their Fair Market Value at the
time of exercise or the exercise price.
Restricted Stock. If a participant receiving a grant of restricted stock
under the Plan makes an election with respect to such shares under Section 83(b)
of the Code not later than 30 days after the date the shares are transferred to
the participant pursuant to such grant, the participant will recognize ordinary
income at the time of receipt of such restricted stock in an amount equal to the
excess of the Fair Market Value of the shares of Common Stock as of the date of
receipt (determined without regard to any vesting conditions or other
restrictions other than a restriction which by its terms will never lapse) over
the price paid (if any) for such restricted stock. In the absence of such an
election, the participant will recognize ordinary income at the time the
restrictions lapse in an amount equal to the excess of the Fair Market Value of
the shares of Common Stock as of the date the restrictions lapse over the price
paid (if any) for such stock. At the first to occur of the election or the
lapsing of the restrictions, the Company will be allowed a deduction for Federal
income tax purposes equal to the amount of ordinary income attributable to the
participant. The participant's holding period for the shares of Common Stock
acquired will commence upon the first to occur of the date the participant makes
an election under Section 83(b) of the Code or on the date that the restrictions
lapse, and the tax basis of the shares will be the greater of their Fair Market
Value on that date or the price paid for the shares (if any).
If an election is made under Section 83(b) of the Code, dividends received
on shares of restricted stock will be treated as ordinary income. If a
participant does not make an election under Section 83(b) of the Code, dividends
received on the shares of restricted stock prior to the date that such
restrictions lapse will be treated as additional compensation and not as
dividend income for Federal income tax purposes.
If (i) an election is made under Section 83(b) of the Code and (ii) before
the restrictions on the shares lapse, the shares which are subject to such
election are forfeited to or reacquired by the Company, then (A) no deduction
would be allowed to such participant for the amount included in the income of
such participant by reason of such election, and (B) the participant would
realize a loss in an amount equal to the excess, if any, of the ordinary income
previously recognized by the participant with respect to such shares over the
value of such shares at the time of forfeiture. Such loss would be a capital
loss if the shares are held as a capital asset at such time. In such event, the
Company would be required to include in its income the amount of any deduction
previously allowable to it in connection with the transfer of such shares.
Stock Awards. At the time a stock award is granted, the participant will
be treated as having received ordinary income equal to the Fair Market Value of
the shares of Common Stock acquired. At that time, the
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Company will be allowed a deduction for federal income tax purposes equal to the
amount of ordinary income which the participant receives. The participant's
holding period for the shares of Common Stock acquired will commence on the date
of grant, and the tax basis of the shares will be their Fair Market Value at
that time.
Performance Shares. At the time performance shares are earned, the
participant will be treated as having received ordinary income equal to the Fair
Market Value of the shares of Common Stock subject to such performance shares,
whether such performance shares are settled in cash of by delivery of shares of
Common Stock. At that time, the Company will be allowed a deduction for federal
income tax purposes equal to the amount of ordinary income which the participant
receives. The participant's holding period for the shares of Common Stock
acquired (if any) will commence on the date of grant, and the tax basis of such
shares will be their Fair Market Value at that time.
RECENT GRANTS
Pursuant to the Plan, the Board of Directors has granted an immediately
exercisable nonqualified stock option to purchase 1,000 shares of Common Stock
to each current director of the Company who is not also an employee of the
Company or a Subsidiary and who will continue as a director following the Annual
Meeting. All such options were granted for terms of ten years and have an
exercise price per share of $20.28125, the Fair Market Value of a share of
Common Stock at the date of grant. The closing sales price of the Common Stock
on December 12, 1997 was $17.6875.
CERTAIN TRANSACTIONS
Harris Teeter, Inc., a subsidiary of the Company, from time to time uses
the services of Hynes Sales Co., Inc., of which Mr. James E.S. Hynes is Chairman
and the majority shareholder. During the Company's 1997 fiscal year,
transactions with Hynes Sales Co., Inc. amounted to approximately $250,000,
which were at rates competitive with those charged by other manufacturers'
representatives.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
It is the practice of the Board of Directors to select independent public
accountants for the Company for the current fiscal year at the annual meeting of
the Board of Directors, which normally follows the Annual Meeting of
Shareholders. A representative of Arthur Andersen LLP, the Company's principal
accountants for the fiscal year ended September 28, 1997, is expected to attend
the Annual Meeting of Shareholders and will have an opportunity to make a
statement, if he wishes to do so, and to respond to questions from shareholders.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 of the Exchange Act requires the Company's directors and
executive officers to file reports with the Securities and Exchange Commission
indicating their holdings of and transactions in the Company's equity securities
and to provide copies of such reports to the Company. To the Company's
knowledge, based solely on a review of such copies or written representations
relating thereto, insiders of the Company complied with all filing requirements,
except as follows: Richard N. Brigden, Vice President -- Finance (one report,
two transactions); John W. Copeland, Director and former President (two reports,
two transactions); Thomas W. Dickson, President (one report, one transaction);
Edward S. Dunn, Jr., former President of Harris Teeter, Inc. (two reports, two
transactions); Fred A. Jackson, President of American & Efird, Inc. (one report,
one transaction); and Douglas A. Stephenson, Treasurer (two reports, three
transactions plus four ESOP allocations).
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SHAREHOLDER PROPOSALS
In the event any shareholder wishes to present a proposal to the
shareholders of the Company at the 1999 Annual Meeting of Shareholders, such
proposal must be received by the Company for inclusion in the Proxy Statement
and form of proxy relating to such Annual Meeting on or before August 20, 1998.
ANNUAL REPORT
The Annual Report of the Company for the year ended September 28, 1997,
including financial statements, accompanies this Proxy Statement.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. However, if other matters are properly
presented at the Annual Meeting, it is the intention of the proxy holders named
in the accompanying form of proxy to vote the proxies in accordance with their
best judgment.
By Order of the Board of Directors
SUZANNE H. MCBRAYER
Secretary
December 18, 1997
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APPENDIX A
RUDDICK CORPORATION 1997
COMPREHENSIVE STOCK OPTION AND AWARD PLAN
ARTICLE I -- PREAMBLE
1.1 The Ruddick Corporation 1997 Comprehensive Stock Option and Award Plan
is intended to secure for the Corporation, its Subsidiaries and its shareholders
the benefits arising from ownership of the Corporation's Common Stock by the
employees of the Corporation and its Subsidiaries and by the directors of the
Corporation, all of whom are and will be responsible for the Corporation's
future growth. The Plan is designed to help attract and retain for the
Corporation and its Subsidiaries personnel of superior ability for positions of
exceptional responsibility, to reward employees and directors for past services
and to motivate such individuals through added incentives to further contribute
to the success of the Corporation. With respect to persons subject to Section 16
of the Act, transactions under this Plan are intended to satisfy the
requirements of Rule 16b-3 of the Act.
1.2 Awards under the Plan may be made to Eligible Persons in the form of
(i) Incentive Stock Options (to Eligible Employees only); (ii) Nonqualified
Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance
Shares; or (vi) any combination of the foregoing.
1.3 The Plan shall be effective November 20, 1997 (the "Effective Date"),
subject to approval by the shareholders of the Corporation to the extent
necessary to satisfy the requirements of the Code, the New York Stock Exchange,
Inc., or other applicable federal or state law.
ARTICLE II -- DEFINITIONS
DEFINITIONS. Except where the context otherwise indicates, the following
definitions apply:
2.1 "Act" means the Securities Exchange Act of 1934, as now in effect or
as hereafter amended.
2.2 "Award" means an award granted to a Participant in accordance with the
provisions of the Plan, including, but not limited to, Stock Options, Restricted
Stock, Stock Awards, Performance Shares, or any combination of the foregoing.
2.3 "Award Agreement" means the separate written agreement evidencing each
Award granted to a Participant under the Plan.
2.4 "Board of Directors" means the Board of Directors of the Corporation.
2.5 "Change of Control" means (i) the adoption of a plan of merger or
consolidation of the Corporation with any other corporation or association as a
result of which the holders of the voting capital stock of the Corporation as a
group would receive less than 50% of the voting capital stock of the surviving
or resulting corporation; (ii) the approval by the Board of Directors of an
agreement providing for the sale or transfer (other than as security for
obligations of the Corporation) of substantially all the assets of the
Corporation; or (iii) in the absence of a prior expression of approval by the
Board of Directors, the acquisition of more than 20% of the Corporation's voting
capital stock by any person within the meaning of Section 13(d)(3) of the Act,
other than a person, or group including a person, who beneficially owned, as of
the Effective Date, more than 6.5% of the Corporation's voting capital stock.
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2.6 "Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)
2.7 "Committee" means a committee of the Board of Directors established
for the administration of the Plan pursuant to Article III and consisting of two
or more Directors. To the extent necessary to comply with Rule 16b-3 under the
Act, the Committee shall consist solely of two or more Non-Employee Directors.
The Compensation and Special Stock Option Committee of the Board of Directors
shall constitute the Committee until otherwise determined by the Board of
Directors.
2.8 "Common Stock" means the common stock of the Corporation to be issued
pursuant to the Plan.
2.9 "Corporation" means Ruddick Corporation, a North Carolina corporation,
and its successors and assigns.
2.10 "Director" means a member of the Board of Directors of the
Corporation.
2.11 "Disability" means disability as determined under procedures
established by the Committee or in any Award, as set forth in a Participant's
Award Agreement.
2.12 "Effective Date" shall be the date set forth in Section 1.3 of the
Plan.
2.13 "Eligible Employee" means an Eligible Person who is an employee of
the Corporation or any Subsidiary.
2.14 "Eligible Person" means any employee of the Corporation or any
Subsidiary or any Director, as well as any other person whose participation the
Committee determines is in the best interest of the Corporation, subject to
limitations as may be provided by the Code, the Act or the Committee.
2.15 "ERISA" means the Employee Retirement Income Security Act of 1974, as
now in effect or as hereafter amended.
2.16 "Fair Market Value" means, as of a given date and for so long as
shares of the Common Stock are listed on a national securities exchange or
reported on The Nasdaq Stock Market as a Nasdaq National Market security, the
mean between the high and low sales prices for the Common Stock on such date,
or, if no such shares were sold on such date, the most recent date on which
shares of such Common Stock were sold, as reported in The Wall Street Journal.
If the Common Stock is not listed on a national securities exchange or reported
on The Nasdaq Stock Market as a Nasdaq National Market security, Fair Market
Value shall mean the average of the closing bid and asked prices for such stock
in the over-the-counter market as reported by The Nasdaq Stock Market. If the
Common Stock is not listed on a national securities exchange or reported on The
Nasdaq Stock Market as a Nasdaq National Market security, or the
over-the-counter market, Fair Market Value shall be the fair value thereof
determined in good faith by the Board of Directors.
2.17 "Grant Date" means, as to any Award, the latest of:
(a) the date on which the Committee authorizes the grant of the Award;
or
(b) the date the Participant receiving the Award becomes an employee
or a director of the Corporation or its Subsidiaries, to the extent
employment status is a condition of the grant or a requirement of the Code
or the Act; or
(c) such other date (later than the dates described in (a) and (b)
above) as the Committee may designate and as set forth in the Participant's
Award Agreement.
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2.18 "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include
adoptive relationships.
2.19 "Incentive Stock Option" means a Stock Option that meets the
requirements of Section 422 of the Code and is granted under Article IV of the
Plan and designated as an Incentive Stock Option in a Participant's Award
Agreement.
2.20 "Non-Employee Director" shall have the meaning set forth in Rule
16b-3 under the Act.
2.21 "Nonqualified Stock Option" means a Stock Option that does not meet
the requirements of Section 422 of the Code and is granted under Article V of
the Plan, or, even if meeting the requirements of Section 422 of the Code, is
not intended to be an Incentive Stock Option and is not so designated in the
Participant's Award Agreement.
2.22 "Option Period" means the period during which a Stock Option may be
exercised from time to time, as established by the Committee and set forth in
the Award Agreement for each Participant who is granted a Stock Option.
2.23 "Option Price" means the purchase price for a share of Common Stock
subject to purchase pursuant to a Stock Option, as established by the Committee
and set forth in the Award Agreement for each Participant who is granted a Stock
Option.
2.24 "Participant" means an Eligible Person to whom an Award has been
granted and who has entered into an Award Agreement evidencing the Award.
2.25 "Performance Objectives" shall have the meaning set forth in Article
IX of the Plan.
2.26 "Performance Period" shall have the meaning set forth in Article IX
of the Plan.
2.27 "Performance Share" means an Award under Article IX of the Plan of a
unit valued by reference to the Common Stock, the payout of which is subject to
achievement of such Performance Objectives, measured during one or more
Performance Periods, as the Committee, in its sole discretion, shall establish
at the time of such Award and set forth in a Participant's Award Agreement.
2.28 "Plan" means the Ruddick Corporation 1997 Comprehensive Stock Option
and Award Plan, as amended from time to time.
2.29 "Restricted Stock" means an Award under Article VII of the Plan of
shares of Common Stock that are at the time of the Award subject to restrictions
or limitations as to the Participant's ability to sell, transfer, pledge or
assign such shares, which restrictions or limitations may lapse separately or in
combination at such time or times, in installments or otherwise, as the
Committee, in its sole discretion, shall determine at the time of such Award and
set forth in a Participant's Award Agreement.
2.30 "Restriction Period" means the period commencing on the Grant Date
with respect to such shares of Restricted Stock and ending on such date as the
Committee, in its sole discretion, shall establish and set forth in a
Participant's Award Agreement.
2.31 "Retirement" means retirement as determined under procedures
established by the Committee or in any Award, as set forth in a Participant's
Award Agreement.
2.32 "Stock Award" means an Award of shares of Common Stock under Article
VIII of the Plan.
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2.33 "Stock Option" means an Award under Article IV or Article V of the
Plan of an option to purchase Common Stock. A Stock Option may be either an
Incentive Stock Option or a Nonqualified Stock Option.
2.34 "Subsidiary" means a subsidiary corporation of the Corporation as
that term is defined in Code section 424(f). "Subsidiaries" means more than one
Subsidiary.
2.35 "Termination of Service" means (i) in the case of an Eligible
Employee, the discontinuance of employment of such Participant with the
Corporation or its Subsidiaries for any reason other than a transfer to another
member of the group consisting of the Corporation and its Subsidiaries and (ii)
in the case of a Director who is not an employee of the Corporation or any
Subsidiary, the date such Participant ceases to serve as a Director. The
determination of whether a Participant has discontinued service shall be made by
the Committee in its sole discretion. In determining whether a Termination of
Service has occurred, the Committee may provide that service as a consultant or
service with a business enterprise in which the Corporation has a significant
ownership interest shall be treated as employment with the Corporation.
ARTICLE III -- ADMINISTRATION
3.1 The Plan shall be administered by the Committee. Except as otherwise
required by Rule 16b-3 under the Act, the Committee, in its discretion, may
delegate to one or more of its members such of its powers as it deems
appropriate. The Committee also may limit the power of any member to the extent
necessary to comply with Rule 16b-3 under the Act or any other law, rule or
regulation. The Board of Directors may serve as the Committee, if by the terms
of the Plan all members of the Board of Directors are otherwise eligible to
serve on the Committee.
3.2 The Committee shall meet at such times and places as it determines.
The Committee shall at all times operate and be governed, and Committee meetings
shall be conducted and action taken, in accordance with the provisions of the
Corporation's Bylaws or resolutions or policies adopted by the Board of
Directors from time to time regarding the operation of committees of the
Corporation.
3.3 Except as set forth in Section 3.15 regarding grants of Awards by the
Board of Directors, the Committee shall have the exclusive right to interpret,
construe and administer the Plan, to select the Eligible Persons who shall
receive an Award, and to act in all matters pertaining to the grant of an Award
and the determination and interpretation of the provisions of the related Award
Agreement, including, without limitation, the determination of the number of
shares subject to Stock Options and the Option Period(s) and Option Price(s)
thereof, the number of shares of Restricted Stock or shares subject to Stock
Awards or Performance Shares subject to an Award, the vesting periods (if any)
and the form, terms, conditions and duration of each Award, and any amendment
thereof consistent with the provisions of the Plan. All acts, determinations and
decisions of the Committee made or taken pursuant to the Plan or with respect to
any questions arising in connection with the administration and interpretation
of the Plan or any Award Agreement, including the severability of any and all of
the provisions thereof, shall be conclusive, final and binding upon all
Participants, Eligible Persons and their beneficiaries.
3.4 The Committee may adopt such rules, regulations and procedures of
general application for the administration of this Plan as it deems appropriate.
3.5 Without limiting the provisions of this Article III, and subject to
the provisions of Article X, the Committee is authorized to take such action as
it determines to be necessary or advisable, and fair and equitable to
Participants and to the Corporation, with respect to an outstanding Award in the
event of a
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Change of Control as described in Article X or other similar event. Such action
may include, but shall not be limited to, establishing, amending or waiving the
form, terms, conditions and duration of an Award and the related Award
Agreement, so as to provide for earlier, later, extended or additional times for
exercise or payments, differing methods for calculating payments, alternate
forms and amounts of payment, an accelerated release of restrictions or other
modifications. The Committee may take such actions pursuant to this Section 3.5
by adopting rules and regulations of general applicability to all Participants
or to certain categories of Participants, by including, amending or waiving
terms and conditions in an Award and the related Award Agreement, or by taking
action with respect to individual Participants from time to time.
3.6 Subject to the provisions of Section 3.11, the aggregate number of
shares of Common Stock which may be issued pursuant to Awards under the Plan
shall be seven hundred thousand (700,000) shares. Such shares of Common Stock
shall be made available from authorized and unissued shares of the Corporation.
(a) For all purposes under the Plan, each Performance Share awarded
shall be counted as one share of Common Stock subject to an Award.
(b) If, for any reason, any shares of Common Stock (including shares
of Common Stock subject to Performance Shares) that have been awarded or
are subject to issuance or purchase pursuant to Awards outstanding under
the Plan are not delivered or purchased, or are reacquired by the
Corporation, for any reason, including but not limited to a forfeiture of
Restricted Stock or failure to earn Performance Shares or the termination,
expiration or cancellation of a Stock Option, or any other termination of
an Award without payment being made in the form of shares of Common Stock
(whether or not Restricted Stock), such shares of Common Stock shall not be
charged against the aggregate number of shares of Common Stock available
for Award under the Plan and shall again be available for Awards under the
Plan. In no event, however, may Common Stock that is surrendered or
withheld to pay the exercise price of a Stock Option or to satisfy tax
withholding requirements be available for future grants under the Plan.
(c) The foregoing subsections (a) and (b) of this Section 3.6 shall be
subject to any limitations provided by the Code or by Rule 16b-3 under the
Act or by any other applicable law, rule or regulation.
3.7 Each Award granted under the Plan shall be evidenced by a written
Award Agreement, which shall be subject to and shall incorporate (by reference
or otherwise) the applicable terms and conditions of the Plan and shall include
any other terms and conditions (not inconsistent with the Plan) required by the
Committee.
3.8 The Corporation shall not be required to issue or deliver any
certificates for shares of Common Stock under the Plan prior to:
(a) any required approval of the Plan by the shareholders of the
Corporation; and
(b) the completion of any registration or qualification of such shares
of Common Stock under any federal or state law, or any ruling or regulation
of any governmental body that the Corporation shall, in its sole
discretion, determine to be necessary or advisable.
3.9 The Committee may require any Participant acquiring shares of Common
Stock pursuant to any Award under the Plan to represent to and agree with the
Corporation in writing that such person is acquiring the shares of Common Stock
for investment purposes and without a view to resale or distribution thereof.
Shares of Common 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 Common Stock is then
listed and any applicable federal or state laws, and the Committee may cause a
legend or legends
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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
Corporation.
3.10 Except as otherwise expressly provided in the Plan or in an Award
Agreement with respect to an Award, no Participant shall have any right as a
shareholder of the Corporation with respect to any shares of Common Stock
subject to such Participant's Award except to the extent that, and until, one or
more certificates representing such shares of Common Stock shall have been
delivered to the Participant. No shares shall be required to be issued, and no
certificates shall be required to be delivered, under the Plan unless and until
all of the terms and conditions applicable to such Award shall have, in the sole
discretion of the Committee, been satisfied in full and any restrictions shall
have lapsed in full, and unless and until all of the requirements of law and of
all regulatory bodies having jurisdiction over the offer and sale, or issuance
and delivery, of the shares shall have been fully complied with.
3.11 The total amount of shares with respect to which Awards may be
granted under the Plan and rights of outstanding Awards (both as to the number
of shares subject to the outstanding Awards and the Option Price(s) or other
purchase price(s) of such shares, as applicable) shall be appropriately adjusted
for any increase or decrease in the number of outstanding shares of Common Stock
of the Corporation resulting from payment of a stock dividend on the Common
Stock, a stock split or subdivision or combination of shares of the Common
Stock, or a reorganization or reclassification of the Common Stock, or any other
change in the structure of shares of the Common Stock. The foregoing adjustments
and the manner of application of the foregoing provisions shall be determined by
the Committee in its sole discretion. Any such adjustment may provide for the
elimination of any fractional shares which might otherwise become subject to an
Award. All adjustments made as the result of the foregoing in respect of each
Incentive Stock Option shall be made so that such Incentive Stock Option shall
continue to be an Incentive Stock Option, as defined in Section 422 of the Code.
3.12 The members of the Committee shall be entitled to indemnification by
the Corporation in the manner and to the extent set forth in the Corporation's
Bylaws or as otherwise provided from time to time regarding indemnification of
Directors.
3.13 The Committee shall be authorized to make adjustments in any
performance based criterium or in the other terms and conditions of outstanding
Awards in recognition of unusual or nonrecurring events affecting the
Corporation (or any Subsidiary, if applicable) or its financial statements or
changes in applicable laws, regulations or accounting principles. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award Agreement in the manner and to the extent it shall deem
necessary or desirable to reflect any such adjustment. In the event the
Corporation (or any Subsidiary, if applicable) shall assume outstanding employee
benefit awards or the right or obligation to make future such awards in
connection with the acquisition of another corporation or business entity, the
Committee may, in its sole discretion, make such adjustments in the terms of
outstanding Awards under the Plan as it shall deem appropriate.
3.14 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 an Award 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.
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3.15 In addition to, and not in limitation of, the right of the Committee
to grant Awards to Eligible Persons under this Plan, the full Board of Directors
may from time to time grant Awards to Eligible Persons pursuant to the terms and
conditions of this Plan, subject to the requirements of the Code, Rule 16b-3
under the Act or any other applicable law, rule or regulation. In connection
with any such grants, the Board of Directors shall have all of the power and
authority of the Committee to determine the Eligible Persons to whom such Awards
shall be granted and the other terms and conditions of such Awards.
ARTICLE IV -- INCENTIVE STOCK OPTIONS
4.1 The Committee, in its sole discretion, may from time to time on or
after the Effective Date grant Incentive Stock Options to Eligible Employees,
subject to the provisions of this Article IV and Articles III and VI and subject
to the following conditions:
(a) Incentive Stock Options shall be granted only to Eligible
Employees, each of whom may be granted one or more of such Incentive Stock
Options at such time or times determined by the Committee; provided,
however, that Incentive Stock Options shall be granted only to an Eligible
Employee who, at the time of the Grant Date, does not own stock possessing
more than ten percent (10%) of the total combined voting power of all
classes of stock of the Corporation.
(b) The Option Price per share of Common Stock for an Incentive Stock
Option shall be set in the Award Agreement, but shall not be less than one
hundred percent (100%) of the Fair Market Value of the Common Stock at the
Grant Date.
(c) An Incentive Stock Option may be exercised in full or in part from
time to time within ten (10) years from the Grant Date, or such shorter
period as may be specified by the Committee as the Option Period and set
forth in the Award Agreement; provided, however, that, in any event, the
Incentive Stock Option shall lapse and cease to be exercisable upon a
Termination of Service or within such period following a Termination of
Service as shall have been determined by the Committee and set forth in the
related Award Agreement; and provided, further, that such period following
a Termination of Service shall not exceed three (3) months unless
employment shall have terminated:
(i) as a result of Disability, in which event such period shall not
exceed one year after the date of Disability; or
(ii) as a result of death, or if death shall have occurred
following a Termination of Service (other than as a result of
Disability) and during the period that the Incentive Stock Option was
still exercisable, in which event such period may not exceed one year
after the date of death; and
provided, further, that such period following a Termination of Service
shall in no event extend beyond the original Option Period of the
Incentive Stock Option.
(d) The aggregate Fair Market Value of the shares of Common Stock with
respect to which any incentive stock options (whether under this Plan or
any other plan established by the Corporation) are first exercisable during
any calendar year by any Eligible Employee shall not exceed one hundred
thousand dollars ($100,000), determined based on the Fair Market Value(s)
of such shares as of their respective grant dates; provided, however, that
to the extent permitted under Section 422 of the Code:
(i) if the aggregate Fair Market Values of the shares of Common
Stock with respect to which incentive stock options are first
exercisable during any calendar year (whether such Incentive Stock
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Options are granted under this Plan or any other plan established by the
Corporation) exceeds one hundred thousand dollars ($100,000), such
excess shall be treated as a Nonqualified Stock Option;
(ii) if a Participant's employment is terminated by reason of
death, Disability or Retirement and the portion of any incentive stock
option that is otherwise exercisable during the post-termination period
applied without regard to the one hundred thousand dollar ($100,000)
limitation contained in Section 422 of the Code is greater than the
portion of such option that is immediately exercisable as an Incentive
Stock Option during such post-termination period under Section 422, such
excess shall be treated as a Nonqualified Stock Option; and
(iii) if the exercise of an Incentive Stock Option is accelerated
by reason of a Change of Control, any portion of such Award that is not
exercisable as an incentive stock option by reason of the one hundred
thousand dollar ($100,000) limitation contained in Section 422 of the
Code shall be treated as a Nonqualified Stock Option.
(e) No Incentive Stock Options may be granted more than ten (10) years
from the Effective Date.
(f) The Award Agreement for each Incentive Stock Option shall provide
that the Participant shall notify the Corporation if such Participant sells
or otherwise transfers any shares of Common Stock acquired upon exercise of
the Incentive Stock Option within two (2) years of the Grant Date of such
Incentive Stock Option or within one (1) year of the date such shares were
acquired upon the exercise of such Incentive Stock Option.
4.2 Subject to the limitations of Section 3.6, the maximum number of
shares of Common Stock subject to Incentive Stock Option Awards shall be the
maximum number of shares available for Awards under the Plan.
4.3 The Committee may provide for any other terms and conditions which it
determines should be imposed for an Incentive Stock Option to qualify under
Section 422 of the Code, as well as any other terms and conditions not
inconsistent with this Article IV or Articles III or VI, as determined in its
sole discretion and set forth in the Award Agreement for such Incentive Stock
Option.
4.4 Each provision of this Article IV and of each Incentive Stock Option
granted hereunder shall be construed in accordance with the provisions of
Section 422 of the Code, and any provision hereof that cannot be so construed
shall be disregarded.
ARTICLE V -- NONQUALIFIED STOCK OPTIONS
5.1 The Committee, in its sole discretion, may from time to time on or
after the Effective Date grant Nonqualified Stock Options to Eligible Persons,
subject to the provisions of this Article V and Articles III and VI and subject
to the following conditions:
(a) Nonqualified Stock Options may be granted to any Eligible Persons,
each of whom may be granted one or more of such Nonqualified Stock Options,
at such time or times determined by the Committee.
(b) The Option Price per share of Common Stock for a Nonqualified
Stock Option shall be set in the Award Agreement and may be less than one
hundred percent (100%) of the Fair Market Value of the Common Stock at the
Grant Date.
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(c) A Nonqualified Stock Option may be exercised in full or in part
from time to time within the Option Period specified by the Committee and
set forth in the Award Agreement; provided, however, that, in any event,
the Nonqualified Stock Option shall lapse and cease to be exercisable upon
a Termination of Service or within such period following a Termination of
Service as shall have been determined by the Committee and set forth in the
related Award Agreement.
5.2 The Committee may provide for any other terms and conditions for a
Nonqualified Stock Option not inconsistent with this Article V or Articles III
or VI, as determined in its sole discretion and set forth in the Award Agreement
for such Nonqualified Stock Option.
ARTICLE VI -- INCIDENTS OF STOCK OPTIONS
6.1 Each Stock Option shall be granted subject to such terms and
conditions, if any, not inconsistent with this Plan, as shall be determined by
the Committee and set forth in the related Award Agreement, including any
provisions as to continued employment as consideration for the grant or exercise
of such Stock Option and any provisions which may be advisable to comply with
applicable laws, regulations or rulings of any governmental authority.
6.2 Except as hereinafter described, a Stock Option shall not be
transferable by the Participant other than by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the Participant
only by the Participant or the Participant's guardian or legal representative.
In the event of the death of a Participant, any unexercised Stock Options may be
exercised to the extent otherwise provided herein or in such Participant's Award
Agreement by the executor or personal representative of such Participant's
estate or by any person who acquired the right to exercise such Stock Options by
bequest under the Participant's will or by inheritance. The Committee, in its
sole discretion, may at any time permit a Participant to transfer a Nonqualified
Stock Option for no consideration to or for the benefit of one or more members
of the Participant's Immediate Family (including, without limitation, to a trust
for the benefit of the Participant and/or one or more members of such
Participant's Immediate Family or a corporation, partnership or limited
liability company established and controlled by the Participant and/or one or
more members of such Participant's Immediate Family), subject to such limits as
the Committee may establish. The transferee of such Nonqualified Stock Option
shall remain subject to all terms and conditions applicable to such Nonqualified
Stock Option prior to such transfer. The foregoing right to transfer the
Nonqualified Stock Option, if granted by the Committee, shall apply to the right
to consent to amendments to the Award Agreement.
6.3 Shares of Common Stock purchased upon exercise of a Stock Option shall
be paid for in such amounts, at such times and upon such terms as shall be
determined by the Committee, subject to limitations set forth in the Stock
Option Award Agreement. The Committee may, in its sole discretion, permit the
exercise of a Stock Option by payment in cash or by tendering shares of Common
Stock (either by actual delivery of such shares or by attestation), or any
combination thereof, as determined by the Committee. In the sole discretion of
the Committee, payment in shares of Common Stock also may be made with shares
received upon the exercise or partial exercise of the Stock Option, whether or
not involving a series of exercises or partial exercises and whether or not
share certificates for such shares surrendered have been delivered to the
Participant. The Committee also may, in its sole discretion, permit the payment
of the exercise price of a Stock Option by the voluntary surrender of all or a
portion of the Stock Option. Shares of Common Stock previously held by the
Participant and surrendered in payment of the Option Price of a Stock Option
shall be valued for such purpose at the Fair Market Value thereof on the date
the Stock Option is exercised.
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6.4 No cash dividends shall be paid on shares of Common Stock subject to
unexercised Stock Options.
6.5 The Committee may permit the voluntary surrender of all or a portion
of any Stock Option granted under the Plan to be conditioned upon the granting
to the Participant of a new Stock Option for the same or a different number of
shares of Common Stock as the Stock Option surrendered, or may require such
voluntary surrender as a condition precedent to a grant of a new Stock Option to
such Participant. Subject to the provisions of the Plan, such new Stock Option
shall be exercisable at such Option Price, during such Option Period and on such
other terms and conditions as are specified by the Committee at the time the new
Stock Option is granted. Upon surrender, the Stock Options surrendered shall be
canceled and the shares of Common Stock previously subject to them shall be
available for the grant of other Stock Options.
6.6 The Committee may at any time offer to purchase a Participant's
outstanding Stock Option for a payment equal to the value of such Stock Option
payable in cash, shares of Common Stock or Restricted Stock or other property
upon surrender of the Participant's Stock Option, based on such terms and
conditions as the Committee shall establish and communicate to the Participant
at the time that such offer is made.
6.7 The Committee shall have the discretion, exercisable either at the
time the Award is granted or at the time the Participant discontinues
employment, to establish as a provision applicable to the exercise of one or
more Stock Options that, during a limited period of exercisability following a
Termination of Service, the Stock Option may be exercised not only with respect
to the number of shares of Common Stock for which it is exercisable at the time
of the Termination of Service but also with respect to one or more subsequent
installments for which the Stock Option would have become exercisable had the
Termination of Service not occurred.
ARTICLE VII -- RESTRICTED STOCK
7.1 The Committee, in its sole discretion, may from time to time on or
after the Effective Date award shares of Restricted Stock to Eligible Persons as
a reward for past service and an incentive for the performance of future
services that will contribute materially to the successful operation of the
Corporation and its Subsidiaries, subject to the terms and conditions set forth
in this Article VII.
7.2 The Committee shall determine the terms and conditions of any Award of
Restricted Stock, which shall be set forth in the related Award Agreement,
including without limitation:
(a) the purchase price, if any, to be paid for such Restricted Stock,
which may be zero, subject to such minimum consideration as may be required
by applicable law;
(b) the duration of the Restriction Period or Restriction Periods with
respect to such Restricted Stock and whether any events may accelerate or
delay the end of such Restriction Period(s);
(c) the circumstances upon which the restrictions or limitations shall
lapse, and whether such restrictions or limitations shall lapse as to all
shares of Restricted Stock at the end of the Restriction Period or as to a
portion of the shares of Restricted Stock in installments during the
Restriction Period by means of one or more vesting schedules;
(d) whether such Restricted Stock is subject to repurchase by the
Corporation or to a right of first refusal at a predetermined price or if
the Restricted Stock may be forfeited entirely under certain conditions;
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(e) whether any performance goals may apply to a Restriction Period to
shorten or lengthen such period; and
(f) whether dividends and other distributions with respect to such
Restricted Stock are to be paid currently to the Participant or withheld by
the Corporation for the account of the Participant.
7.3 Awards of Restricted Stock must be accepted within a period of thirty
(30) days after the Grant Date (or such shorter or longer period as the
Committee may specify at such time) by executing an Award Agreement with respect
to such Restricted Stock and tendering the purchase price, if any. A prospective
recipient of an Award of Restricted Stock shall not have any rights with respect
to such Award, unless such recipient has executed an Award Agreement with
respect to such Restricted Stock, has delivered a fully executed copy thereof to
the Committee and has otherwise complied with the applicable terms and
conditions of such Award.
7.4 In the sole discretion of the Committee and as set forth in the Award
Agreement for an Award of Restricted Stock, all shares of Restricted Stock held
by a Participant and still subject to restrictions shall be forfeited by the
Participant upon the Participant's Termination of Service and shall be
reacquired, cancelled and retired by the Corporation. Notwithstanding the
foregoing, unless otherwise provided in an Award Agreement with respect to an
Award of Restricted Stock, in the event of the death, Disability or Retirement
of a Participant during the Restriction Period, or in other cases of special
circumstances (including hardship or other special circumstances of a
Participant whose employment is involuntarily terminated), the Committee may
elect to waive in whole or in part any remaining restrictions with respect to
all or any part of such Participant's Restricted Stock, if it finds that a
waiver would be appropriate.
7.5 Except as otherwise provided in this Article VII, no shares of
Restricted Stock received by a Participant shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period.
7.6 Upon an Award of Restricted Stock to a Participant, a certificate or
certificates representing the shares of such Restricted Stock will be issued to
and registered in the name of the Participant. Unless otherwise determined by
the Committee, such certificate or certificates will be held in custody by the
Corporation until (i) the Restriction Period expires and the restrictions or
limitations lapse, in which case one or more certificates representing such
shares of Restricted Stock that do not bear a restrictive legend (other than any
legend as required under applicable federal or state securities laws) shall be
delivered to the Participant, or (ii) a prior forfeiture by the Participant of
the shares of Restricted Stock subject to such Restriction Period, in which case
the Corporation shall cause such certificate or certificates to be cancelled and
the shares represented thereby to be retired, all as set forth in the
Participant's Award Agreement. It shall be a condition of an Award of Restricted
Stock that the Participant deliver to the Corporation a stock power endorsed in
blank relating to the shares of Restricted Stock to be held in custody by the
Corporation.
7.7 Except as provided in this Article VII or in the related Award
Agreement, a Participant receiving an Award of shares of Restricted Stock Award
shall have, with respect to such shares, all rights of a shareholder of the
Corporation, including the right to vote the shares and the right to receive any
distributions, unless and until such shares are otherwise forfeited by such
Participant; provided, however, the Committee may require that any cash
dividends with respect to such shares of Restricted Stock be automatically
reinvested in additional shares of Restricted Stock subject to the same
restrictions as the underlying Award, or may require that cash dividends and
other distributions on Restricted Stock be withheld by the Corporation or its
Subsidiaries for the account of the Participant. The Committee shall determine
whether interest shall be paid on amounts withheld, the rate of any such
interest, and the other terms applicable to such withheld amounts.
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ARTICLE VIII -- STOCK AWARDS
8.1 The Committee, in its sole discretion, may from time to time on or
after the Effective Date grant Stock Awards to Eligible Persons in payment of
compensation that has been earned or as compensation to be earned, including
without limitation compensation awarded or earned concurrently with or prior to
the grant of the Stock Award, subject to the terms and conditions set forth in
this Article VIII.
8.2 For the purposes of this Plan, in determining the value of a Stock
Award, all shares of Common Stock subject to such Stock Award shall be valued at
not less than one hundred percent (100%) of the Fair Market Value of such shares
of Common Stock on the Grant Date of such Stock Award, regardless of when such
shares of Common Stock are issued and certificates representing such shares are
delivered to the Participant.
8.3 Unless otherwise determined by the Committee and set forth in the
related Award Agreement, shares of Common Stock subject to a Stock Award will be
issued, and one or more certificates representing such shares will be delivered,
to the Participant as soon as practicable following the Grant Date of such Stock
Award. Upon the issuance of such shares and the delivery of one or more
certificates representing such shares to the Participant, such Participant shall
be and become a shareholder of the Corporation fully entitled to receive
dividends, to vote and to exercise all other rights of a shareholder of the
Corporation. Notwithstanding any other provision of this Plan, unless the
Committee expressly provides otherwise with respect to a Stock Award, as set
forth in the related Award Agreement, no Stock Award shall be deemed to be an
outstanding Award for purposes of the Plan.
ARTICLE IX -- PERFORMANCE SHARES
9.1 The Committee, in its sole discretion, may from time to time on or
after the Effective Date award Performance Shares to Eligible Persons as an
incentive for the performance of future services that will contribute materially
to the successful operation of the Corporation and its Subsidiaries, subject to
the terms and conditions set forth in this Article IX.
9.2 The Committee shall determine the terms and conditions of any Award of
Performance Shares, which shall be set forth in the related Award Agreement,
including without limitation:
(a) the purchase price, if any, to be paid for such Performance
Shares, which may be zero, subject to such minimum consideration as may be
required by applicable law;
(b) the performance period (the "Performance Period") and/or
performance objectives (the "Performance Objectives") applicable to such
Awards;
(c) the number of Performance Shares that shall be paid to the
Participant if the applicable Performance Objectives are exceeded or met in
whole or in part; and
(d) the form of settlement of a Performance Share.
9.3 At any date, each Performance Share shall have a value equal to the
Fair Market Value of a share of Common Stock.
9.4 Performance Periods may overlap, and Participants may participate
simultaneously with respect to Performance Shares for which different
Performance Periods are prescribed.
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9.5 Performance Objectives may vary from Participant to Participant and
between Awards and shall be based upon such performance criteria or combination
of factors as the Committee may deem appropriate, including, but not limited to,
minimum earnings per share or return on equity. If during the course of a
Performance Period there shall occur significant events which the Committee
expects to have a substantial effect on the applicable Performance Objectives
during such period, the Committee may revise such Performance Objectives.
9.6 In the sole discretion of the Committee and as set forth in the Award
Agreement for an Award of Performance Shares, all Performance Shares held by a
Participant and not earned shall be forfeited by the Participant upon the
Participant's Termination of Service. Notwithstanding the foregoing, unless
otherwise provided in an Award Agreement with respect to an Award of Performance
Shares, in the event of the death, Disability or Retirement of a Participant
during the applicable Performance Period, or in other cases of special
circumstances (including hardship or other special circumstances of a
Participant whose employment is involuntarily terminated), the Committee may
determine to make a payment in settlement of such Performance Shares at the end
of the Performance Period, based upon the extent to which the Performance
Objectives were satisfied at the end of such period and pro rated for the
portion of the Performance Period during which the Participant was employed by
the Corporation or a Subsidiary; provided, however, that the Committee may
provide for an earlier payment in settlement of such Performance Shares in such
amount and under such terms and conditions as the Committee deems appropriate or
desirable.
9.7 The settlement of a Performance Share shall be made in cash, whole
shares of Common Stock or a combination thereof and shall be made as soon as
practicable after the end of the applicable Performance Period. Notwithstanding
the foregoing, the Committee in its sole discretion may allow a Participant to
defer payment in settlement of Performance Shares on terms and conditions
approved by the Committee and set forth in the related Award Agreement entered
into in advance of the time of receipt or constructive receipt of payment by the
Participant.
9.8 Performance Shares shall not be transferable by the Participant. The
Committee shall have the authority to place additional restrictions on the
Performance Shares including, but not limited to, restrictions on transfer of
any shares of Common Stock that are delivered to a Participant in settlement of
any Performance Shares.
ARTICLE X -- CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES
10.1 Upon the occurrence of a Change of Control and unless otherwise
provided in the Award Agreement with respect to a particular Award:
(a) all outstanding Stock Options shall become immediately exercisable
in full, subject to any appropriate adjustments in the number of shares
subject to the Stock Option and the Option Price, and shall remain
exercisable for the remaining term of such Stock Option, regardless of any
provision in the related Award Agreement limiting the exercisability of
such Stock Option or any portion thereof for any length of time;
(b) all outstanding Performance Shares with respect to which the
applicable Performance Period has not been completed shall be paid out as
soon as practicable as follows:
(i) all Performance Objectives applicable to the Award of
Performance Shares shall be deemed to have been satisfied to the extent
necessary to earn one hundred percent (100%) of the Performance Shares
covered by the Award;
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(ii) the applicable Performance Period shall be deemed to have been
completed upon occurrence of the Change of Control;
(iii) the payment to the Participant in settlement of the
Performance Shares shall be the amount determined by the Committee, in
its sole discretion, or in the manner stated in the Award Agreement, as
multiplied by a fraction, the numerator of which is the number of full
calendar months of the applicable Performance Period that have elapsed
prior to occurrence of the Change of Control, and the denominator of
which is the total number of months in the original Performance Period;
and
(iv) upon the making of any such payment, the Award Agreement as to
which it relates shall be deemed terminated and of no further force and
effect.
(c) all outstanding shares of Restricted Stock with respect to which
the restrictions have not lapsed shall be deemed vested, and all such
restrictions shall be deemed lapsed and the Restriction Period ended.
10.2 Anything contained herein to the contrary notwithstanding, upon the
dissolution or liquidation of the Corporation, each Award granted under the Plan
and then outstanding shall terminate; provided, however, that following the
adoption of a plan of dissolution or liquidation, and in any event prior to the
effective date of such dissolution or liquidation, each such outstanding Award
granted hereunder shall be exercisable in full and all restrictions shall lapse,
to the extent set forth in Section 10.1(a), (b) and (c) above.
10.3 After the merger of one or more corporations into the Corporation or
any Subsidiary, any merger of the Corporation into another corporation, any
consolidation of the Corporation or any Subsidiary of the Corporation and one or
more corporations, or any other corporate reorganization of any form involving
the Corporation as a party thereto and involving any exchange, conversion,
adjustment or other modification of the outstanding shares of the Common Stock,
each Participant shall, at no additional cost, be entitled, upon any exercise of
such Participant's Stock Option, to receive, in lieu of the number of shares as
to which such Stock Option shall then be so exercised, the number and class of
shares of stock or other securities or such other property to which such
Participant would have been entitled to pursuant to the terms of the agreement
of merger or consolidation or reorganization, if at the time of such merger or
consolidation or reorganization, such Participant had been a holder of record of
a number of shares of Common Stock equal to the number of shares as to which
such Stock Option shall then be so exercised. Comparable rights shall accrue to
each Participant in the event of successive mergers, consolidations or
reorganizations of the character described above. The Committee may, in its sole
discretion, provide for similar adjustments upon the occurrence of such events
with regard to other outstanding Awards under this Plan. The foregoing
adjustments and the manner of application of the foregoing provisions shall be
determined by the Committee in its sole discretion. Any such adjustment may
provide for the elimination of any fractional shares which might otherwise
become subject to an Award. All adjustments made as the result of the foregoing
in respect of each Incentive Stock Option shall be made so that such Incentive
Stock Option shall continue to be an Incentive Stock Option, as defined in
Section 422 of the Code.
ARTICLE XI -- AMENDMENT AND TERMINATION
11.1 Subject to the provisions of Section 11.2, the Board of Directors,
upon recommendation of the Committee or otherwise, at any time and from time to
time may amend or terminate the Plan as may be
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necessary or desirable to implement or discontinue the Plan or any provision
hereof. To the extent required by the Act or the Code, however, no amendment,
without approval by the Corporation's shareholders, shall:
(a) materially alter the group of persons eligible to participate in
the Plan;
(b) except as provided in Section 3.6, increase the maximum number of
shares of Common Stock that are available for Awards under the Plan;
(c) extend the period during which Incentive Stock Option Awards may
be granted beyond November 20, 2007; or
(d) alter the class of individuals eligible to receive an Incentive
Stock Option or increase the limit on Incentive Stock Options set forth in
Section 4.1(d) or the value of shares of Common Stock for which an Eligible
Employee may be granted an Incentive Stock Option.
11.2 No amendment to or discontinuance of the Plan or any provision hereof
by the Board of Directors or the shareholders of the Corporation shall, without
the written consent of the Participant, adversely affect (in the sole discretion
of the Committee) any Award theretofore granted to such Participant under this
Plan; provided, however, that the Committee retains the right and power to:
(a) annul any Award if the Participant is terminated for cause as
determined by the Committee; and
(b) convert any outstanding Incentive Stock Option to a Nonqualified
Stock Option.
11.3 If a Change of Control has occurred, no amendment or termination
shall impair the rights of any person with respect to an outstanding Award as
provided in Article X.
ARTICLE XII -- MISCELLANEOUS PROVISIONS
12.1 Nothing in the Plan or any Award granted hereunder shall confer upon
any Participant any right to continue in the employ of the Corporation or its
Subsidiaries or to serve as a Director or shall interfere in any way with the
right of the Corporation or its Subsidiaries or the shareholders of the
Corporation, as applicable, to terminate the employment of a Participant or to
release or remove a Director at any time. Unless specifically provided
otherwise, no Award granted under the Plan shall be deemed salary or
compensation for the purpose of computing benefits under any employee benefit
plan or other arrangement of the Corporation or its Subsidiaries for the benefit
of their respective employees unless the Corporation shall determine otherwise.
No Participant shall have any claim to an Award until it is actually granted
under the Plan and an Award Agreement has been executed and delivered to the
Corporation. To the extent that any person acquires a right to receive payments
from the Corporation under the Plan, such right shall, except as otherwise
provided by the Committee, be no greater than the right of an unsecured general
creditor of the Corporation. All payments to be made hereunder shall be paid
from the general funds of the Corporation, and no special or separate fund shall
be established and no segregation of assets shall be made to assure payment of
such amounts, except as provided in Article VII with respect to Restricted Stock
and except as otherwise provided by the Committee.
12.2 The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required. Any provision herein
relating to compliance with Rule 16b-3 under the Act shall not be applicable
with respect to participation in the Plan by Participants who are not subject to
Section 16 of the Act.
12.3 The terms of the Plan shall be binding upon the Corporation, its
successors and assigns.
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<PAGE> 43
12.4 Neither a Stock Option nor any other type of equity-based
compensation provided for hereunder shall be transferable except as provided for
in Section 6.2. In addition to the transfer restrictions otherwise contained
herein, additional transfer restrictions shall apply to the extent required by
federal or state securities laws. If any Participant makes such a transfer in
violation hereof, any obligation hereunder of the Corporation to such
Participant shall terminate immediately.
12.5 This Plan and all actions taken hereunder shall be governed by the
laws of the State of North Carolina.
12.6 Each Participant exercising an Award hereunder agrees to give the
Committee prompt written notice of any election made by such Participant under
Section 83(b) of the Code, or any similar provision thereof.
12.7 If any provision of this Plan or an Award Agreement is or becomes or
is deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award Agreement under any law deemed applicable by
the Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award Agreement, it shall be stricken, and the remainder of the Plan or the
Award Agreement shall remain in full force and effect.
12.8 The grant of an Award pursuant to this Plan shall not affect in any
way the right or power of the Corporation or any of its Subsidiaries to make
adjustments, reclassification, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or to dissolve, liquidate or
sell, or to transfer all or part of its business or assets.
12.9 The Plan is not subject to the provisions of ERISA or qualified under
Section 401(a) of the Code.
12.10 If a Participant is required to pay to the Corporation an amount
with respect to income and employment tax withholding obligations in connection
with (i) the exercise of a Nonqualified Stock Option, (ii) certain dispositions
of Common Stock acquired upon the exercise of an Incentive Stock Option, or
(iii) the receipt of Common Stock pursuant to any other Award, then the issuance
of Common Stock to such Participant shall not be made (or the transfer of shares
by such Participant shall not be required to be effected, as applicable) unless
such withholding tax or other withholding liabilities shall have been satisfied
in a manner acceptable to the Corporation. The Committee, in its sole discretion
and subject to such rules as it may adopt, may permit the Participant to satisfy
such obligation, in whole or in part, by making an irrevocable election that a
portion of the total Fair Market Value of the shares of Common Stock be paid in
the form of cash in lieu of the issuance of Common Stock and that such cash
payment be applied to the satisfaction of the withholding obligations. The
amount to be withheld shall not exceed the statutory minimum federal and state
income and employment tax liability arising from the transfer of the Common
Stock to the Participant. Notwithstanding any other provision of the Plan, any
election under this Section 12.10 is required to satisfy the applicable
requirements of Rule 16b-3 under the Act.
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<PAGE> 44
RDK-PS-97
<PAGE> 45
APPENDIX B
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RUDDICK CORPORATION
ANNUAL MEETING, FEBRUARY 5, 1998
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Ruddick
Corporation, a North Carolina corporation, hereby constitutes and appoints Alan
T. Dickson, R. Stuart Dickson, and Roddey Dowd, Sr., and each of them, attorneys
and proxies, with full power of substitution, to act for and on behalf of the
undersigned to vote all shares of Ruddick Corporation Common Stock that the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
in the Auditorium, 12th Floor, Two First Union Center, Third and College
Streets, Charlotte, North Carolina on Thursday, February 5, 1998, at 11:00 A.M.,
E.S.T. and any adjournment or adjournments thereof, as set forth on the reverse
side.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE THIS PROXY
WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE
PROXY HOLDERS ON ANY OTHER BUSINESS THAT PROPERLY COMES BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders, dated December 18, 1997, and the Proxy Statement furnished
therewith.
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PLEASE VOTE, DATE AND SIGN ON REVERSE, AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
- ----------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
_______________________________________________________________________________
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
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RUDDICK CORPORATION
- ----------------------------------------------------------------------------
Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]
RECORD DATE SHARES:
Please be sure to sign and
date this Proxy. Date
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
Shareholder sign here Co-owner sign here
1. Election of the following five nominees as Directors for the terms indicated
in the Proxy Statement.
John W. Copeland Alan T. Dickson Anna Spangler Nelson
Roddey Dowd, Sr. Harold C. Stowe
For All Nominees Withhold For All Except
[ ] [ ] [ ]
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. Approval of the 1997 Comprehensive Stock Option and Award Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In acting upon any other business which may properly be brought before said
meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) on the stock certificate, as
printed on this proxy card. Joint owners should each sign personally. Trustees
and other fiduciaries should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign. If a corporation or a
partnership, this signature should be that of an authorized officer or partner
who should state his or her title.
DETACH CARD DETACH CARD
