EXHIBIT 10.02
J. BAKER, INC.
1994 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD
11,000 Shares June 5, 1997
Pursuant to its 1994 Equity Incentive Plan (the "Plan"), J. Baker, Inc.
(the "Company") hereby grants to James D. Lee, Executive Vice President,
President of Licensed Discount division of the Company, a Performance Share
Award (the "Award") under which Mr. Lee may receive, in the aggregate, up to
11,000 shares of common stock of the Company, par value $.50 (the "Shares"),
upon the terms and conditions set forth in this Award agreement.
1. Shares Subject to the Award. The Award covers an aggregate
of up to 11,000 Shares.
2. Performance Term. The Award is linked to a performance
term (the "Performance Term") which begins on June 5, 1997 and ends on
April 1, 1999.
3. Performance Measure.
At the end of the Performance Term, the Compensation Committee of the
Board of Directors (the "Committee") shall determine the average closing price
of the Company's common stock (the "Common Stock") on the NASDAQ National Market
System, or on the principal exchange on which the Common Stock is traded, for
the 15 consecutive trading days ending on April 1, 1999. The price determined
pursuant to the previous sentence shall be known as the "Target Price". The
number of Shares to which Mr. Lee shall be entitled, if any, under the Award
shall be determined in accordance with the following table:
Target Price Number of Shares
-------------- ----------------
$10.00 5,500
$11.00 6,875
$12.00 8,250
$13.00 9,625
$14.00 11,000
If the Target Price falls between whole dollar amounts per share, the
number of Shares shall be determined by linear interpolation. For example, a
Target Price of $10.50 would correspond to 6,188 Shares; a Target Price of
$12.63 would correspond to 9,116 Shares.
4. Issuance of Shares. As soon as practicable after the Committee's
determination of the number of Shares to be issued pursuant to an Award under
Section 3, a stock certificate shall be delivered to Mr. Lee for such number of
Shares, provided that (a) the Company shall have received any agreement,
statement or other evidence it may require to satisfy itself that the issuance
of such Shares and any subsequent resale of the Shares will be in compliance
with applicable laws and regulations, (b) arrangements satisfactory to the
Company have been made for the withholding of all taxes required to be withheld
with respect to the Award, and (c) all other conditions to such issuance
contained in the Plan or this Award Agreement have been satisfied.
5. Further Conditions on Issuance of Shares.
(a) Performance Certification. No Shares shall be issued pursuant to
the Award unless the Committee has previously certified in writing to the Board
of Directors the degree to which the performance measure established under
Section 3 was in fact satisfied. For this purpose, approved minutes of a
Committee meeting in which the certification was made shall constitute written
certification.
(b) Continued Employment. No Shares shall be issued pursuant
to the Award unless Mr. Lee remains employed by the Company throughout the
Performance Term.
(c) Change of Control. Notwithstanding the provisions of Section 5(b),
in the event of a Change of Control (as defined in Section 13(c) of the Plan)
occurring during the Performance Term and the termination of Mr. Lee's
employment prior to the end of the Performance Term, the Target Price shall be
determined during the 15 consecutive trading days ending on the date on which
the Change of Control occurs. If the Target Price, as so determined, exceeds
$10.00, Mr. Lee shall be entitled to receive, within 15 days of his termination
of employment, the number of Shares determined pursuant to the table set forth
in Section 3 above. If the Target Price does not exceed $10.00, Mr. Lee shall
not be entitled to receive any Shares pursuant to this Award Agreement.
6. Miscellaneous.
(a) Notices. Any notice required or permitted to be given by the
Company or the Committee pursuant to this Award Agreement shall be deemed given
when personally delivered or deposited in the United States mail, registered or
certified, postage prepaid, addressed to Mr. Lee at his last address shown on
the records of the Company.
(b) No Assignment of Benefits. Mr. Lee's rights under this Award
Agreement shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge prior to the actual issuance
of Shares to Mr. Lee; any attempt to so anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge prior to such receipt shall be void, and the
Company shall not be liable in any manner for or subject to the debts,
contracts, liabilities, engagements or torts of Mr. Lee or any other person.
(c) No Right to Continued Employment. Nothing contained herein confers
upon Mr. Lee the right to be retained in the service of the Company or limits
the right of the Company to discharge or otherwise deal with him without regard
to the existence of this Award Agreement.
(d) Benefits to be Unfunded and Unsecured. This Award Agreement shall
at all times be entirely unfunded, and no provision shall at any time be made
with respect to segregating assets of the Company (including stock) for the
settlement of any Awards hereunder. No person shall have any interest in any
particular assets of the Company (including stock) by reason of this Award
Agreement, and any person claiming rights hereunder shall have only the rights
of a general unsecured creditor of the Company.
(e) Rights as a Shareholder. Mr. Lee shall have no rights as a
shareholder with respect to any Shares hereunder unless and until a certificate
or certificates representing such Shares are duly issued and delivered to him.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate or certificates are issued.
(f) The Plan. In the event of any discrepancy or inconsistency
between this Award Agreement and the Plan, the terms and conditions of the
Plan shall control.
(g) Governing Law. This Award Agreement shall be governed
by the laws of the Commonwealth of Massachusetts.
J. BAKER, INC.
By:/s/Alan I. Weinstein
Name: Alan I. Weinstein
Title: President and
Chief Executive Officer
Receipt of the foregoing Award Agreement is acknowledged and their terms and
conditions are hereby agreed to:
June 5, 1997 /s/James Lee
Date James D. Lee