EXHIBIT 10.1
Effective May 2, 2024
GENESCO INC.
Executive SEVERANCE PLAN
GENESCO INC.
Executive SEVERANCE PLAN
Statement of Purpose
Genesco Inc., a Tennessee corporation (together with its Related Entities, the “Company”), hereby establishes the Genesco Inc. Executive Severance Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of its Related Entities to encourage certain Company employees to remain in the employ of the Company by providing severance protections to such employees in the event their employment is terminated under the circumstances described in this Plan.
The Plan is intended to be an unfunded welfare benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and a severance pay plan within the meaning of the United States Department of Labor Regulation Section 2510.3-2(b). The Plan is intended to be a “top hat” plan for purposes of ERISA and shall be construed accordingly. This document applies to Participants whose Covered Termination occurs on or after the Effective Date.
Definitions
Capitalized terms used in the Plan shall have the meanings set forth below, unless otherwise defined in the text of the Plan:
“Alternative Benefits” means any severance-type benefits provided by any Written Arrangement.
“Board” means the Board of Directors of the Company.
“Cause” means with respect to a Participant, unless otherwise defined in a Written Arrangement to which the Participant and the Company (or any Related Entity) are party (other than any Employment Protection Agreement or similar agreement entered into between a Participant and the Company with respect to a change of control), (i) the engaging by the Participant in willful misconduct that is injurious (financially, reputationally or otherwise) to the Company Group, (ii) the embezzlement or misappropriation of funds or property of the Company Group by the Participant, (iii) the Participant’s having been convicted of, or entered a plea of guilty or nolo contendere to, a crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude, (iv) the material breach by the Participant of any written covenant or agreement with the Company Group not to disclose any information pertaining to the Company Group, or (v) the material breach by the Participant of the Company’s code of conduct, or any material provision of any written Company policies, whether currently in effect or later adopted. For purposes of this paragraph, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company. Any determination of Cause for purposes of the Plan shall be made by the Plan Administrator in its sole discretion. Any such determination shall be final and binding on a Participant and the beneficiaries thereof.
“COBRA” means the provisions regarding healthcare continuation coverage set forth in Section 601 et seq. of ERISA and Section 4980B of the Code, and shall apply to health and welfare benefits offered by an Employer as required by law.
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“COBRA Premium” means the monthly cost of providing healthcare continuation coverage for a qualified beneficiary under COBRA, as adjusted from time to time.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company Group” means the Company and its Related Entities, or any of them, as currently or hereafter organized.
“Covered Termination” means the Involuntary Termination of a Participant or a Participant’s Good Reason Separation. Notwithstanding the foregoing, a Covered Termination shall not include a Separation from Service if the Participant fails to return all property that is owned by the Company Group and that is in the possession of the Participant (other than property having a de minimis value, unless otherwise required in writing by the Employer) within 10 days after the date of the Separation from Service.
“Effective Date” means May 2, 2024.
“Employee” means a common-law employee (including an officer) of an Employer who is on the Employer’s payroll.
“Employer” means any member of the Company Group that is the employer of a Participant, and shall include the respective successors and assigns of any such member. When used in the plural, “Employers” means the Company Group.
“Good Reason” means the occurrence of any of the following events with respect to a Participant without the Participant’s consent: (i) a material reduction in the Participant’s Monthly Base Pay or target bonus opportunity (other than in connection with a general decrease in compensation elements of similarly situated Employees); or (ii) a requirement to relocate Participant’s office to a location that would increase the distance of Participant’s one-way commute by more than fifty (50) miles.
“Good Reason Separation” means the voluntary Separation from Service by a Participant on account of a Good Reason event that has occurred within the time parameters, and with respect to which the Participant has complied with the procedures, described in this paragraph. In order for a Participant’s resignation to constitute a Good Reason Separation, the Participant must provide the Participant’s Employer with a “Notice of Resignation for Good Reason and Demand for Cure” (a “Notice of Resignation”) within thirty (30) days after Participant is informed by the Employer, or otherwise learns, that an event of Good Reason has occurred. If the Employer does not cure the circumstances constituting Good Reason within thirty (30) days following the receipt of Participant’s Notice of Resignation (the “Cure Period”) then Participant’s resignation will be effective the day immediately following the last day of the Cure Period. If a Participant fails to timely provide the Employer with a Notice of Resignation with respect to an event, or if the Employer timely cures the Good Reason event identified in the Notice of Resignation, such event shall not provide the basis for any Good Reason Separation.
“Key Employee” means a “specified employee” within the meaning of the Treasury Regulations promulgated under Code Section 409A.
“Involuntary Termination” means a Participant’s Separation from Service that results from the involuntary termination of the Participant’s employment by the Employer that is not the result of any of the following: (a) a resignation by the Participant for any reason, including retirement or any other voluntary termination of employment; (b) the Participant's death or disability (as defined in an applicable long-term disability plan of the Company); (c) the Participant's termination of employment is in conjunction with the sale or transfer, whether of stock or assets, of all or part of the Participant's Employer, and the Participant
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is offered a Suitable Position with the entity acquiring the stock or assets, or with the transferred entity; or (d) a termination by the Employer for Cause.
“Length of Service” means the amount of employment service credited to a Participant for purposes of determining the Participant’s Severance Benefit Period as described in Article IV.
“Monthly Base Pay” means the base salary or base wages that a Participant earns during a calendar month, based on the rate of pay in effect for the Participant immediately before the Participant’s Separation from Service, excluding overtime, any special payments and any reduction that resulted in a Good Reason Separation, and which is used to compute the amount of Severance Pay under Article IV of the Plan.
“Participant” means an Employee who is eligible for, and is participating in, this Plan pursuant to Article III.
“Plan Administrator” means the Compensation Committee of the Board, a subcommittee thereof, or such other committee designated by the Board to administer the Plan.
“Related Entity” means a corporation or other entity if it and Genesco Inc. are members of a controlled group of corporations as defined in Section 414(b) of the Code or are under common control as defined in Section 414(c) of the Code. A Related Entity may adopt this Plan by a corporate resolution and execution of a counterpart of this Plan.
“Release Date” means the date on which a Participant’s signed Release Agreement required under Section 6.1 of the Plan becomes irrevocable and non-rescindable.
“Separation from Service” means the cessation of a Participant’s performance of services for any and all members of the Company Group; provided, however, that a Separation from Service shall not be deemed to have occurred for purposes of this Plan unless and until the relevant circumstances constitute the Participant’s “Separation from Service” within the meaning of Section 409A of the Code.
“Severance Benefit Period” means the period of time during which Severance Benefits are payable to, or on behalf of, a particular Participant (as applicable), if that Participant otherwise qualifies for Severance Benefits pursuant to the provisions of this Plan, which period of time shall be, unless otherwise agreed to in writing, (i) 12 months with respect to Participants other than the Chief Executive Officer, and (ii) 24 months with respect to the Chief Executive Officer.
“Severance Benefits” means Severance Pay and the COBRA Subsidy Benefits (as applicable) as defined and described in Article IV.
“Suitable Position” means a position for which a Participant is reasonably qualified in terms of skills, performance, experience, training or education.
“Termination Date” means the date on which a Covered Termination becomes effective.
“Written Arrangement” means any written employment agreement or other written agreement, arrangement or policy of any Employer to which a Participant is a party, or is otherwise subject.
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Eligibility and Participation
To be eligible for Severance Benefits under the Plan, an Employee must become a Participant under the Plan and continue to be a Participant until immediately before the Employee’s Termination Date. An Employee will become a Participant in this Plan on the date (but not prior to the Effective Date) that the Employee is designated as a Participant in the Plan by the Plan Administrator. Each Participant shall be listed on Schedule A to this Plan, which schedule shall be updated from time to time by the Company. Severance Benefits may be paid to, or on behalf of, a Participant (as applicable) only in accordance with the terms of the Plan.
Benefits
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Payment
Requirement of Effective Release; Integration with Other Benefits
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Notwithstanding anything herein to the contrary, to the extent any payment under this Plan that is subject to the Release Agreement requirement described above is payable during a specified period that spans two taxable years, then to the extent such payment is deemed to constitute nonqualified deferred compensation subject to Section 409A of the Code, such payment shall be made in the second taxable year.
Discontinuance, Reduction, or Repayment of Benefits
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Plan Administration
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Claims Procedure
Each properly-filed Claim shall be evaluated by the Plan Administrator and the Claimant shall be notified of the approval or the denial of the Claim within ninety (90) days after the receipt of such Claim unless special circumstances require an extension of time for processing the Claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial ninety (90) day period, which notice shall specify the special circumstances requiring an extension and the date by which a final decision will be reached (which date shall not be later than one hundred and eighty (180) days after the date on which the Claim was filed). A Claimant shall be given a written notice advising the Claimant as to whether the Claim is granted or denied, in whole or in part. If a Claim is denied, in whole or in part, the notice shall contain (a) the specific reasons for the denial, (b) references to pertinent Plan provisions on which the denial is based, (c) a description of any additional material or information necessary to perfect the Claim and an explanation of why such material or information is necessary, and (d) a description of the Claimant’s right to seek review of the denial, the Plan’s review procedures, the time limits applicable to such procedures, and the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
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Amendment and Termination
The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, that (a) any such amendment or termination that shall reduce the amount of Severance Benefits payable to any Participant without such Participant’s consent shall not be effective for a Covered Termination of such Participant occurring prior to the first anniversary of the adoption of such amendment or resolution to terminate the Plan, and (b) no such amendment shall reduce the Severance Benefits of a Participant who has begun receiving Severance Benefits on or before the date of the amendment or resolution for termination. Notwithstanding the foregoing, the Plan may be amended or modified without the consent of any Participant (x) to the extent necessary or advisable to comply with or obtain the benefits or advantages under the provisions of applicable law, regulations or rulings or requirements of the Internal Revenue Service or other governmental agency or of changes in such law, regulations, ruling or requirements (including, without limitation, any amendment necessary to comply with or secure an exemption from Section 409A of the Code), or (y) to adopt any other procedural or cosmetic amendment that does not materially change the benefits to Participants whose Severance Benefits have previously become payable pursuant to the terms of the Plan or materially increase the cost of the benefits provided hereunder. No oral or written representations contrary to the terms of the Plan shall be binding. The Company will notify the Participants, including, but not limited to, Participants receiving Severance Benefits, of any material amendment to or termination of the Plan within a reasonable time.
Miscellaneous
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Schedule A
List of Participants
Mimi E. Vaughn (Chief Executive Officer)
Parag D. Desai
Scott E. Becker
Andrew I. Gray
Daniel E. Ewoldsen
Rick Higgins
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