Date of Grant: October 28, 1996
Grantee: Robert M. Mosco
Number of shares: 12,500
RESTRICTED STOCK GRANT AGREEMENT
UNDER THE PROFFITT'S, INC.
1994 LONG-TERM INCENTIVE PLAN
PROFFITT'S, INC., a Tennessee corporation (the "Company"), hereby
grants to the person named above (the "Grantee") a conditional grant
(the "Grant") of the number of shares of common stock of the Company
listed above (the "Shares"), subject in all respects to the terms of
this agreement (the "Agreement") and the Company's 1994 LONG-TERM
INCENTIVE PLAN (the "Plan"), which is incorporated herein.
1. Restrictions and Return Provisions. The Shares shall be
subject to the following restrictions:
(a) Except as permitted in paragraph 5 of this Agreement,
neither this Grant nor the Shares issued hereunder may be sold,
assigned, transferred, exchanged, pledged, hypothecated, or otherwise
encumbered prior to delivery of a certificate for unrestricted Shares to
the Grantee pursuant to paragraph 3(b) of this Agreement.
(b) The restricted Shares shall be returned to the Company,
and all rights of the Grantee to such restricted Shares shall terminate
without any payment by the Company to the Grantee, if (I) the Grantee
voluntarily terminates employment with the Company, or (ii) the Company
terminates the Grantee's employment for "cause," as defined in the
Grantee's employment contract.
2. Lapsing of Restrictions. The Restrictions on the Shares
covered hereby shall lapse in the following ways:
(a) Restrictions shall lapse as a function of the Company's
achieving certain performance goals, as determined by the Stock Option
Committee of the Board of Directors (the "Committee"). Shares shall be
earned on the basis of achievement of those goals for fiscal years 1996,
1997, and 1998. Those performance goals, as currently formulated, are
attached as an addendum to this agreement. The Committee shall have the
unilateral authority to modify or change those goals and to determine
whether the goals have been achieved. In the exercise of such
discretion, the Committee may consider any matter relevant to those
performance goals, including but not limited to, extraordinary gains or
losses, mergers and acquisitions, changes in accounting methods, and
changes in company policies. Within 90 days after the end of each
fiscal year, the Committee shall inform the Grantee as to the number of
Shares earned for that fiscal year. The Committee's decision is
conclusive and binding upon the Grantee.
(b) With regard to Shares earned in accordance with paragraph
2(a) ("Earned Shares"), restrictions shall be removed from 25% of such
Earned Shares at the time they are earned, and restrictions shall be
removed from an additional 25% of such Earned Shares at the end of each
of the following three fiscal years.
(c) Upon a "Change in Control" as defined in the Plan, all
restrictions on all Shares shall be removed.
(d) Upon the Grantee's death or disability, all remaining
restrictions on Earned Shares shall be removed.
(e) The Committee shall have the discretionary authority to
remove any and all restrictions at any time.
(f) Any remaining restrictions on the Shares shall
automatically lapse ten (10) years after the date of this Grant.
3. Certificates. In order to enforce the restrictions, the
following procedures shall apply:
(a) The certificate issued for the Shares subject to this
Grant shall be registered in the name of the Grantee and deposited by
him or her, with the Company. The grantee shall also deposit with the
Company, at its request, a stock power endorsed in blank covering
restricted shares. Unless and until Shares are returned to the Company
as provided herein, the Grantee shall be entitled to vote all Shares,
receive all cash dividends with respect thereto, and otherwise be
treated as a shareholder with respect to such Shares. All other
distributions with respect to the Shares, including, without limitation,
shares received as a result of a stock dividend, stock split,
combination of shares or otherwise, shall be retained by the Company in
escrow or, if delivered to the Grantee, the Grantee shall deposit such
distribution with the Company in escrow pursuant to this paragraph 3(a).
(b) When all restrictions lapse with regard to a number of
Shares, the Company shall promptly cancel the stock certificate and
issue two certificates representing the remaining restricted Shares and
the unrestricted Shares (without a restrictive legend). The certificate
for unrestricted Shares shall be delivered to the Grantee, and the
certificate for the remaining restricted Shares shall remain on deposit
with the Company.
(c) Each certificate issued in respect of the Shares subject
to this Grant shall bear the following legend until the restrictions
lapse:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS (INCLUDING RETURN OF THE SHARES TO PROFFITT'S, INC.)
CONTAINED IN A RESTRICTED STOCK GRANT AGREEMENT UNDER THE PROFFITT'S,
INC. 1994 LONG-TERM INCENTIVE PLAN, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE CORPORATION.
4. General Provisions.
(a) The Grantee acknowledges that the he or she shall comply
with this Agreement and applicable securities laws if he or she decides
to offer or dispose of any Shares. The Company may require the Grantee
to make any other representation and warranty to the Company as may be
appropriate or required by any law or regulation.
(b) Nothing in this Agreement shall confer upon the Grantee
any right to continued employment with the Company. Any such right must
be found in a separate written employment contract.
(c) The Committee's determinations on all matters arising out
of this Agreement are subject to the approval or disapproval of the
Company's Board of Directors.
5. Non-transferability of Grant. This Grant may not be sold,
assigned, transferred, exchanged, pledged, hypothecated, or otherwise
encumbered, other than by will or by the laws of descent and
distribution.
6. Withholding.
(a) Prior to the delivery of certificates representing
unrestricted Shares under paragraph 3(b), the Grantee shall remit to the
Company an amount sufficient to satisfy any federal, state or local
tax-withholding requirements. The Grantee may satisfy the withholding
requirement in whole or in part by electing to have the Company withhold
Shares having a value equal to the amount required to be withheld. The
value of the Shares to be withheld shall be the fair market value, as
determined by the Committee, of the stock on the date that the amount of
tax to be withheld is determined (the "Tax Date"). Such election must
be made prior to the Tax Date and must comply with all applicable
securities laws and other legal requirements, as interpreted by the
Committee.
(b) The Company reserves the right to make whatever further
arrangements it deems appropriate for the withholding of any taxes in
connection with any transaction contemplated by this Agreement.
7. Adjustments in Shares. In the event of any change in the
outstanding common stock by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, stock split, combination of
shares, exchange of shares, or the like, the Committee shall make
equitable adjustments to the restricted Shares.
8. Tax Elections. The Grantee agrees not to make an election in
accordance with Section 83(b) of the Internal Revenue Code to include in
the Grantee's gross income the value of the Shares in the year of this
agreement.
9. Merger and Amendment. This Agreement supersedes any other
agreement, written or oral, between the parties with respect to the
subject matter hereof. This Agreement may only be amended with the
consent of the Committee and a written instrument executed by the
Company and the Grantee.
10. Grantee Acknowledgment. Grantee acknowledges receipt of a
copy of the Plan, and represents that he or she is familiar with the
terms and provisions thereof, and hereby accepts this Grant subject to
all the terms and provisions thereof. Grantee hereby agrees to accept
as binding the decisions and interpretations of the Committee upon any
question arising under this Agreement or the Plan.
PROFFITT'S, INC.
By: ______________________________
James A. Coggin
Its: President
______________________________
Robert M. Mosco, Grantee