EXHIBIT 10.05
J. BAKER, INC.
1994 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD
50,000 Shares September 15, 1997
Pursuant to its 1994 Equity Incentive Plan (the "Plan"), J. Baker, Inc.
(the "Company") hereby grants to Stuart M. Glasser, Executive Vice President of
the Company ("Glasser"), a Performance Share Award (the "Award") under which
Glasser may receive, in the aggregate, up to 50,000 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 50,000 Shares.
2. Performance Term. The Award is linked to a performance term (the
"Performance Term") which begins on September 15, 1997 and ends on September 15,
1999, provided, however, that Glasser may, in his sole discretion, extend the
Performance Term for a period of one (1) year until September 15, 2000 by giving
written notice to the Company of his intention to extend the Performance Term no
later than sixty (60) days prior to September 15, 1999.
3. Performance Measure.
At the end of the Performance Term, the Compensation Committee of the
Board of Directors of the Company (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 10 consecutive trading days ending on the last trading day of
the Performance Term (the "Determination Date"). The price determined pursuant
to the previous sentence shall be known as the "Target Price".
The number of Shares to which Mr. Glasser shall be entitled, if any, pursuant to
the Award shall be determined in accordance with the following table:
Target Price Number of Shares
-------------- ----------------
$10.00 0
$11.00 10,000
$12.00 20,000
$13.00 30,000
$14.00 40,000
$15.00 50,000
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 5,000 Shares; a Target Price of
$12.63 would correspond to 26,300 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, the Company shall proceed diligently and expeditiously to issue and
deliver a stock certificate to Glasser for such number of Shares, provided that,
without limiting or reducing Glasser's entitlement to the Shares (a) the Company
shall have received any agreement, statement or other evidence it may require
reasonably 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) mutual arrangements satisfactory to the Company and Glasser have been made
for the withholding of all taxes required to be withheld with respect to the
Award following standard withholding guidelines, with both parties acting
reasonably and expeditiously, and (c) all other conditions to such issuance
contained in the Plan or this Award Agreement have been satisfied, provided,
however, that the same do not add any material burden, expense, condition or
requirement or delete, diminish, impair or dilute any benefit provided hereunder
for Glasser.
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. At the end of the Performance Term,
the Committee shall proceed diligently and in an expeditious manner to provide
such certification to the Board of Directors.
(b) Continued Employment. No Shares shall be issued pursuant to the
Award unless Glasser remains employed by the Company throughout the Performance
Term; provided, however, that in the event of a termination of employment
without cause or a termination for "good reason" pursuant to Section 13(d) and
13(a), respectively, of the Employment Agreement by and between the Company and
Glasser dated as of September 15, 1997, occurring during the Performance Term,
the Target Price shall be determined during the 10 consecutive trading days
ending on the date of termination. If the Target Price, as so determined,
exceeds $10.00, Glasser 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,
Glasser shall not be entitled to receive any Shares pursuant to this Award
Agreement.
(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 Glasser's
employment prior to the end of the Performance Term, the Target Price shall be
determined during the 10 consecutive trading days ending on the date on which
the Change of Control occurs. If the Target Price, as so determined, exceeds
$10.00, Glasser 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, Glasser 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 Glasser at his last address shown on
the records of the Company.
(b) No Assignment of Benefits. Glasser'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 Glasser; 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 Glasser or any other person.
(c) No Right to Continued Employment. Nothing contained herein confers
upon Glasser 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. Glasser 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) Governing Law. This Award Agreement shall be governed
by the laws of the Commonwealth of Massachusetts without giving effect to the
conflict of laws provisions of Massachusetts law.
J. BAKER, INC.
By:/s/Alan I. Weinstein
Name: Alan I. Weinstein
Title: President
Receipt of the foregoing Award Agreement is acknowledged and their
terms and conditions are hereby agreed to:
September 15, 1997 /s/Stuart M. Glasser
Date Stuart M. Glasser