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Exhibit 10.1
NORDSTROM, INC.
1997 STOCK OPTION PLAN*
(As amended on February 17, 1998,
February 15, 1999 and February 16, 2000)
1. Purposes of the Plan. The purposes of this 1997 Nordstrom Stock
Option Plan (the "Plan") are to attract and retain the best available
personnel for positions of substantial responsibility with Nordstrom, Inc.
(the "Company"), to provide additional incentive in the form of options to
purchase the Company's shares of common stock, no par value per share (the
"Common Stock"), shares of restricted Common Stock or performance shares based
on the value of Common Stock (the "Benefits") to employees of the Company or
any parent or subsidiary of the Company which now exists or hereafter is
organized or acquired by or acquires the Company, and to promote the success
of the business.
2. Eligibility. Any employee of the Company or any parent or subsidiary
of the Company may receive Benefits under the Plan.
3. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company, or a subcommittee thereof
(the "Committee"). The Committee shall either (i) consist solely of two or
more directors of the Company who are "non-employee directors" as defined
under Section 16 under the Securities Exchange Act of 1934, as amended and
"outside directors" as defined under Section 162(m) of the Internal Revenue
Code of 1986, as amended, or (ii) cause any director who is not a non-employee
or outside director to abstain from any action by the Committee related to
granting Benefits to executive officers of the Company. The Board of
Directors may also appoint one or more separate committees of the Board of
Directors who may administer the Plan with respect to employees who are not
executive officers of the Company.
4. Effective Date and Termination of Plan. Subject to shareholder
approval, the effective date of the Plan is May 20, 1997. The Plan shall
terminate when all shares of stock subject to Benefits granted under the Plan
shall have been acquired or on May 19, 2007, whichever is earlier, or at such
earlier time as the Board of Directors may determine. Termination of the Plan
will not affect the rights and obligations arising under Benefits granted
under the Plan and then in effect.
5. Shares Subject to the Plan. The Common Stock subject to Benefits
authorized to be granted under the Plan shall consist of 18,000,000 shares of
Common Stock, no par value, or the number and kind of shares of Common Stock
or other securities which shall be substituted or adjusted for such shares as
provided in Section 8. All or any shares of Common Stock subject to Benefits
which for any reason terminate may again be made subject to Benefits under the
Plan.
6. Grant, Terms and Conditions of Options. The Committee may grant
incentive stock options as defined in Section 422 of the Internal Revenue Code
of 1986, as amended and non-qualified stock options at any time and from time
to time prior to the termination of the Plan to
those employees of the Company or any parent or subsidiary of the Company who,
in the Committee's judgment, are largely responsible through their judgment,
interest, ability and special efforts for the successful conduct of the
Company's operations. However, no participant shall be granted options in any
year to purchase more than 400,000 shares of Common Stock as adjusted as
provided in Section 9.
No participant shall have any rights as a shareholder of the Company
with respect to any Common Stock underlying any option granted hereunder until
those shares have been issued. Each option shall be evidenced by a written
stock option agreement which will expressly identify the option as an
incentive stock option or as a non-qualified stock option. Furthermore, the
grant of an incentive option pursuant to the Plan shall in no way be construed
as an alternative to the right of an optionee to purchase stock pursuant to
any present or future grant of a non-qualified option under any of the
Company's current or future stock option plans. Options granted pursuant to
the Plan need not be identical but each option is subject to the terms of the
Plan and is subject to the following terms and conditions:
6.1 Price. The exercise price of each option granted under the
Plan shall be at least equal to the fair market value of the Common Stock on
the date of grant, as determined by the Committee. The exercise price may be
paid as determined by the Committee.
6.2 Duration and Exercise or Termination of Option. Each option
granted under the Plan shall be exercisable in such manner and at such times
as the Committee shall determine. Each option granted must expire within a
period of ten (10) years from the grant date.
6.3 Transferability of Options. Each option shall be transferable
only by will or the laws of descent and distribution except and unless the
option provides for additional rights to transfer.
6.4 Other Terms and Conditions. Options may also contain such
other provisions, which shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem appropriate. No option, however, shall be
repriced, and nothing contained in the Plan shall confer upon any participant
any right to continue in the Company's employ or service nor limit in any way
the Company's right to terminate his or her employment or service at any time.
7. Grant, Terms and Conditions of Restricted Common Stock. The
Committee may grant shares of Common Stock with such restrictions, terms and
conditions as may be determined in the sole discretion of the Committee;
provided, however, that if the only restriction attached to the grant is
vesting based on the lapse of time, the minimum period for full vesting of the
grant shall be three years. Grants of shares of restricted Common Stock shall
be made at such cost as the Committee shall determine and may be issued for no
monetary consideration, subject to applicable state law. Shares of restricted
Common Stock shall be issued and delivered at the time of the grant or as
otherwise determined by the Committee, but may be subject to forfeiture until
provided otherwise in the applicable restricted stock agreement. Each
certificate representing shares of restricted
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Common Stock shall bear a legend referring to the risk of forfeiture of the
shares and stating that such shares are nontransferable until all restrictions
have been satisfied and the legend has been removed. At the discretion of the
Committee, the grantee may or may not be entitled to full voting and dividend
rights with respect to all shares of restricted stock from the date of grant.
No participant shall be granted more than 400,000 shares of restricted Common
Stock in any year, as adjusted as provided in Section 9.
8. Grant, Terms and Conditions of Performance Share Units. The
Committee may grant performance share units which shall entitle the
participant to shares of Common Stock or cash in lieu thereof (the
"Performance Shares") upon the achievement of such performance goals as may be
established by the Committee at the time of grant based on any one or
combination of the following performance criteria: (a) achievement of a
specified percentage increase or quantitative level in the Company's
shareholder return as compared to the S&P Retail Store Composite or other
comparator group, (b) achievement of a specified percentage increase or
quantitative level in the trading price of the Company's Common Stock, (c)
achievement of a specified percentage increase or quantitative level in the
results of operations, such as sales, earnings, cash flow, economic profit or
return on investment (including return on equity, return on capital employed
or return on assets) of the Company or of a subsidiary or division or other
segment of the Company for which the participant has responsibilities, (d)
achievement of a specified percentage increase or quantitative level in the
other financial results, such as profit margins, expense reduction or asset
management goals of the Company or of a subsidiary or division or other
segment of the Company for which the participant has responsibilities, or (e)
achievement of a specified percentage increase or quantitative level in the
internal or external market share of a product or line of products. At such
time as it is certified by the Committee that the performance goals
established by the Committee have been attained or otherwise satisfied, the
Committee shall authorize the payment of cash in lieu of Performance Shares or
the issuance of Performance Shares registered in the name of the participant,
or both.
If the participant's employment with the Company or any parent or
subsidiary of the Company, as the case may be, is terminated before the end of
the period of time, designated by the Committee, over which Performance Shares
may be earned (a "Performance Cycle") for any reason other than retirement,
disability, or death, the participant shall forfeit all rights with respect to
any Performance Shares that were being earned during the Performance Cycle.
The Committee, in its sole discretion, may establish guidelines providing that
if a participant's employment is terminated before the end of a Performance
Cycle by reason of retirement, disability, or death, the participant shall be
entitled to a prorated payment with respect to any Performance Shares that
were being earned during the Performance Cycle. No participant shall be
granted Performance Shares for more than 400,000 shares of Common Stock in any
year, as adjusted as provided in Section 9.
9. Adjustment Upon Changes in Capitalization/Change in Control. The
number and kind of shares of Common Stock subject to Benefits under the Plan
shall be appropriately adjusted along with a corresponding adjustment in the
option exercise price, if applicable, to reflect any stock dividend, stock
split, split-up or any combination or exchange of shares, however
accomplished. An appropriate adjustment shall also be made with respect to
the aggregate number and kind of
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shares available for grant under the Plan. If the Company or the shareholders
of the Company enter into an agreement to dispose of all or substantially all
of the assets or shares by means of a sale, a reorganization, a liquidation,
or otherwise, all options shall become immediately exercisable with respect to
the full number of shares subject to those options, all restrictions on any
shares of restricted stock granted under the Plan shall be immediately removed
and all Performance Shares shall be earned as if the applicable performance
goals had been attained or otherwise satisfied.
10. Withholding. To the extent required by applicable federal, state,
local or foreign law, a participant shall make arrangements satisfactory to
the Company for the satisfaction of any withholding tax obligations that arise
pursuant to Benefits granted under the Plan. The Company shall not be
required to issue shares until such obligations are satisfied. The Committee
may (but shall not be required to) permit these obligations to be satisfied by
having the Company withhold a portion of the shares of stock that otherwise
would be issued to the participant or by delivering shares previously owned by
the participant.
11. Amendment and Termination. The Board of Directors may amend or
terminate the Plan as desired, without further action by the Company's
shareholders, except to the extent required by applicable law.
* NOTE: As restated to reflect a two-for-one stock split of the Company's
common stock declared on May 19, 1998 in the form of a share dividend, payable
on June 30, 1998 to all shareholders of record on June 8, 1998.
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