EXHIBIT (10)P.
GENESCO INC.
DEFERRED INCOME PLAN
Effective July 1, 2000
(Also referred to as STEP Plus)
PURPOSE
This Plan is maintained for the purpose of providing Participants an
opportunity to defer compensation that would otherwise be currently payable to
such Participants and to provide the benefits lost under the Salary Deferral
Plan and the Retirement Plan by participating in this Plan. This Plan is
intended to be an unfunded plan maintained primarily for the purpose of
providing deferred compensation for Directors and a select group of management
or highly compensated employees within the meaning of Title I of the Employee
Income Retirement Security Act of 1974, as amended.
ARTICLE 1
DEFINITIONS
For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the meanings indicated:
1.1 "Account Balances" shall mean as of any given date called for under the
Plan, the balances of the Participant's Deferral Contribution Account and
Company Contribution Account as such accounts have been adjusted to
reflect all applicable Investment Adjustments and all prior withdrawals
and distributions, in accordance with Article 3 of the Plan.
1.2 "Account" shall mean one or more persons, trusts, estates or other
entities, designated by the Participant in accordance with Article 10, to
receive the Participant's undistributed Account Balance, in the event of
the Participant's death.
1.3 "Beneficiary Designation Form" shall mean the document which shall be used
by the Participant to designate his Beneficiary for the Plan.
1.4 "Benefit Distribution Date" shall mean the date distribution of the
Participant's Account Balance is triggered and it shall be deemed to occur
on the last day of the month coinciding with or next following of the
Participant's Termination of Employment for any reason whatsoever,
including but not limited to death. For purposes of Section 5.2, it shall
mean the last day of the month in which the Committee approves the
request. The Participant may elect an irrevocable Benefit Distribution
Date that is prior to Termination of Employment (see Section 5.1) on a
deferral made pursuant to Section 3.1 at the time such deferral election
is made.
1.5 "Board" shall mean the board of directors of the Company.
1.6 "Change in Control" shall mean the earliest to occur of the following
events:
(a) The consummation of any transaction or series of transactions as a
result of which any "Person" (as the term person is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) other than an "Excluded
Person" (as hereinafter defined) has or obtains ownership or
control, directly or indirectly, of fifty percent (50%) or more of
the combined voting power of all securities of the Company or any
successor or surviving corporation of any merger, consolidation or
reorganization involving the Company (the "Voting Securities"). The
term "Excluded Person" means any one or more of the following: (i)
the Company or any majority-owned subsidiary of the Company, (ii) an
employee benefit plan (or a trust forming a part thereof) maintained
by (A) the Company or (B) any majority-owned subsidiary of the
Company, (iii) any Person who as of the initial effective date of
this Plan owned or controlled, directly or indirectly, ten percent
(10%) or more of the then outstanding Voting Securities, or any
individual, entity or group that was part of such a Person;
(b) A merger, consolidation or reorganization involving the Company as a
result of which the holders of Voting Securities immediately before
such merger, consolidation or reorganization do not immediately
following such merger, consolidation or reorganization own or
control, directly or indirectly, at least fifty percent (50%) of the
Voting Securities in substantially the same proportion as their
ownership or control of the Voting Securities immediately before
such merger, consolidation or reorganization; or
(c) The sale or other disposition of all or substantially all of the
assets of the Company to any Person (other than a transfer to a
majority-owned subsidiary of the Company).
1.7 "Compensation" with respect to any Participant shall mean such
Participant's wages as defined in Code Section 3401(a) and all other
payments of compensation by the Employer for a Plan Year for which the
Employer is required to furnish the Participant a written statement under
Code Sections 6041(d), 6051(2)(3) and 6052.
1.8 "Claimant" shall mean the person or persons described in Section 14.1 who
apply for benefits or amounts that may be payable under the Plan.
1.9 "Code" shall mean the Internal Revenue Code of 1986, as amended, and the
regulations and other authority issued thereunder by the appropriate
governmental authority. References to the Code shall include references to
any successor section or provision of the Code.
1.10 "Committee" shall mean the committee described in Article 12 which shall
administer the Plan.
1.11 "Company" shall mean Genesco Inc., a Tennessee corporation, and any
successor or assigns.
1.12 "Company Contribution Credit" shall mean an amount credited to the
Participant's Company Contribution Account for a Plan Year in accordance
with the terms of the Plan.
1.13 "Company Contribution Account" shall mean the aggregate Company
Contributions credited for a Participant as well as any appreciation (or
depreciation) specifically attributable to such Company Contributions due
to Investment Adjustments, reduced to reflect all prior distributions and
withdrawals. The Company Contribution Account shall be utilized solely as
a device for the measurement of amounts to be paid to the Participant
under the Plan. The Company Contribution Account shall not constitute or
be treated as an escrow, trust fund, or any other type of funded account
for Code or ERISA purposes and, moreover, contingent amounts credited
thereto shall not be considered "plan assets" for ERISA purposes. The
Company Contribution Account merely provides a record of the bookkeeping
entries relating to the contingent benefits that the Company intends to
provide Participant and shall thus reflect a mere unsecured promise to pay
such amounts in the future.
1.14 "Contributions" shall refer to any and all Deferral and Company
Contributions, as such terms have been defined herein.
1.15 "Deferral Contribution" shall mean the aggregate amount of Director Fees
and Compensation deferred by a Participant during a given Plan Year in
accordance with the terms of the Plan and the Participant's Deferral
Agreement and "credited" to the Participant's Deferral Contribution
Account. Deferral Contributions shall be deemed to be made to the Plan by
the Participant on the date the Participant would have received such
compensation had it not been deferred pursuant to the Plan.
1.16 "Deferral Contribution Account" shall mean a Participant's aggregate
Deferral Contributions, as well as any appreciation (or depreciation)
specifically attributable to such Deferral Contributions due to Investment
Adjustments, reduced to reflect all prior distributions and withdrawals.
The Deferral Contribution Account shall be utilized solely as a device for
the measurement of amounts to be paid to the Participant under the Plan.
The Deferral Contribution Account shall not constitute or be treated as an
escrow, trust fund, or any other type of funded account for Code or ERISA
purposes and, moreover, contingent amounts credited thereto shall not be
considered "plan assets" for ERISA purposes. The Deferral Contribution
Account merely provides a record of the bookkeeping entries relating to
the contingent benefits that the Company intends to provide Participant
and shall thus reflect a mere unsecured promise to pay such amounts in the
future.
1.17 "Director Fees" shall mean any payments made to a member of the Genesco
Inc. Board of Directors.
1.18 "Disability" shall mean a period of disability during which a Participant
qualifies for total permanent disability benefits under his Employer's
long-term disability plan, or, if a Participant does not participate in
such a plan, a period of disability during which the Participant would
have qualified for total permanent disability benefits had the Participant
been a participant in such a plan, as determined in the sole discretion of
the Committee. If the Participant's Employer does not sponsor such a plan,
or discontinues to sponsor such a plan, Disability shall be determined by
the Committee in its sole discretion.
1.19 "Deferral Agreement" shall mean the document required by the Committee to
be submitted by a Participant which specifies (1) the percent of Director
Fees or Compensation the Participant has elected to defer as provided in
Section 3.1 (2) the Benefit Distribution Date described in Section 1.4 and
(3) for purposes of article 7 and 8 the form of distribution. A deferral
election (or modification of an earlier election) may not be made with
respect to Director Fees or Compensation which is currently available on
or before the date the Participant executed such election. Changes in the
amount of the deferral, the benefit distribution date and/or the form of
the distribution can only be effective as of the beginning of the Plan
Year and the changes will only apply to future deferrals.
1.20 "Effective Date" shall mean the effective date of this Plan which shall be
July 1, 2000.
1.21 "Employee" shall mean an employee of the Company.
1.22 "Employer" shall mean the Company and/or any of its subsidiaries (now in
existence or hereafter formed or acquired) that (i) have been selected by
the Board to participate in the Plan and (ii) have affirmatively adopted
the Plan.
1.23 "Enrollment Forms" shall mean the Participation Agreement, the Deferral
Agreement, and any other forms or documents which may be required of a
Participant by the Committee, in its sole discretion, prior to and as a
condition of participating in the Plan.
1.24 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, and the regulations and other authority issued thereunder by the
appropriate governmental authority. References herein to any section of
ERISA shall include references to any successor section or provision of
ERISA.
1.25 "Financial Emergency" shall mean an unanticipated emergency and severe
financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant, a loss of the Participant's property due to casualty, or such
other extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The circumstances that will
constitute an unforeseeable emergency will be determined by the Committee
in its sole discretion and will depend upon the facts of each case.
1.26 "Hour of Service" means (1) each hour for which a Participant is directly
or indirectly compensated or entitled to compensation by the Company for
the performance of duties (these hours will be credited to the Employee
for the computation period in which the duties are performed); (2) each
hour for which a Participant is directly or indirectly compensated or
entitled to compensation by the Company (irrespective of whether the
employment relationship has terminated) for reasons other than performance
of duties (such as vacation, holidays, sickness, jury duty, disability,
lay-off, military duty or leave of absence) during the applicable
computation period (these hours will be calculated and credited pursuant
to Department of Labor regulation 2530.200b-2 which is incorporated herein
by reference); (3) each hour for which back pay is awarded or agreed to by
the Company without regard to mitigation of damages (these hours will be
credited to the Participant for the computation period or periods to which
the award or agreement pertains rather than the computation period in
which the award, agreement or payment is made). The same Hours of Service
shall not be credited both under (1) or (2), as the case may be, and under
(3).
Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to a Participant on account of any single
continuous period during which the Employee performs no duties (whether or
not such period occurs in a single computation period); (ii) an hour for
which a Participant is directly or indirectly paid, or entitled to
payment, on account of a period during which no duties are performed is
not required
to be credited to the Participant if such payment is made or due under a
plan maintained solely for the purpose of complying with applicable
worker's compensation, or unemployment compensation or disability
insurance laws; and (iii) Hours of Service are not required to be credited
for a payment which solely reimburses a Participant for medical or
medically related expenses incurred by the Participant.
For purposes of this Section, a payment shall be deemed to be made by or
due from the Company regardless of whether such payment is made by or due
from the Company directly, or Company contributes or pays premiums and
regardless of whether contributions made or due to the trust fund,
insurer, or other entity are for the benefit of a particular employee or
are on behalf of a group of employees in the aggregate.
For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department
of Labor regulations 2530.200b-2(b) and (c) are incorporated herein by
reference.
1.27 "Hypothetical Investment" shall mean an investment fund or benchmark made
available to Participant's by the Committee for purposes of valuing
amounts contributed to the Plan.
1.28 "Investment Allocation Form" (i) shall apply with respect to those
Deferral and Company Contributions credited to the Plan after the
effective date of the Investment Allocation Form but prior to the timely
filing of a subsequent Investment Allocation Form and (ii) shall determine
the manner in which such Deferral Contributions and Company Contributions,
shall be initially allocated by the Participant among the various
Hypothetical Investments within the Plan.
1.29 "Investment Re-allocation Form" shall re-direct the manner in which
earlier Deferral and Company Contributions, as well as any appreciation
(or depreciation) to date, are invested within the Hypothetical
Investments available in the Plan.
1.30 "1-Year Break in Service" means the applicable computation period during
which an Employee has not completed more than 500 Hours of Service with
the Company. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall
be recognized for "authorized leaves of absence" and "maternity and
paternity leaves of absence." Years of Service and 1-Year Breaks in
Service shall be measured on the same computation period.
"Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Company pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service,
or any other reason.
A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by
reason of the Participant's pregnancy, birth of the Employee's child,
placement of a child with the Employee in connection with the adoption of
such child, or any absence for the purpose of caring for such child for a
period immediately following such birth or placement. For this purpose,
Hours of Service shall be credited for the computation period in which the
absence from work begins, only if credit therefor is necessary to prevent
the Participant from incurring a 1-Year Break in Service, or, in any other
case, in the immediately following computation period. The Hours of
Service credited for a "maternity or paternity leave of absence" shall be
those which would normally have been credited but for such absence, or, in
any case in which the Committee is unable to determine such hours normally
credited, eight (8) Hours of Service per day. The total Hours of Service
required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.
1.31 "Participant" shall mean any member of the Board of Directors or any
Employee (i) who has W-2 earnings and is selected to participate in the
Plan in accordance with Section 2.1, (ii) who elects to participate in the
Plan, (iii) who signs the applicable Enrollment Forms (and other forms
required by the Committee) on a timely basis, and (iv) whose signed
Enrollment Forms (and other required forms) are accepted by the Committee.
1.32 "Participation Agreement" shall mean the separate written agreement
entered into by and between the Employer and the Participant, which shall
indicate the Participant's intent to defer compensation subject to the
terms of the Plan and the Participation Agreement itself.
1.33 "Plan" shall mean the Genesco Inc. Deferred Income Plan which shall be
evidenced by this instrument, each Participation Agreement and by each
Enrollment Form, as they may be amended from time to time.
1.34 "Plan Year" shall mean the period beginning on January 1 of each year and
ending December 31. The initial Plan Year shall begin on July 1 and end
December 31.
1.35 "Retirement," "Retires" or "Retired" shall mean, with respect to an
Employee, severance from employment for any reason on or after (1)
attainment of age fifty-five (55), or if earlier, (2) the date when the
Employee's age and years of service, beginning on the date of his initial
employment with the Company equals seventy (70) years.
1.36 "Termination of Employment" shall mean with respect to an Employee, the
voluntary or involuntary severing of employment with the Company for any
reason other than Retirement or death. With respect to a Director, it
shall mean the discontinuance of serving on the Board.
1.37 "Trust" shall mean a grantor trust of the type commonly referred to as
"rabbi trust" created to "informally fund" contingent benefits payable
under the Plan.
1.38 Vested Account Balances" shall mean, the Account Balances defined in
Section 1.1 multiplied by the Vested Percentages of such Accounts as
provided in Section 3.5.
1.39 "Year of Service" means the Plan Year (including years prior to the
effective date of the Plan) during which the Participant has at least 1000
Hours of Service.
Notwithstanding the foregoing, for any short Plan Year, the determination
of whether a Participant has completed a Year of Service shall be made in
accordance with Department of Labor regulation 2530.203-2(c).
If any Former Participant is reemployed after a 1-Year Break in Service
has occurred, Years of Service shall include Years of Service prior to his
1-Year Break in Service subject to the following rules:
(i) Any Former Participant who under the Plan does not have any vested
interest in the Plan shall lose credits otherwise allowable if his
consecutive 1-Year Breaks in Service equal or exceed the greater of
(A) five (5) or (B) the aggregate number of his pre-break Years of
Service.
(ii) After five (5) consecutive 1-Year Breaks in Service, a Former
Participant's Vested Account balance attributable to pre-break
service shall not be increased as a result of post-break service.
ARTICLE 2
ELIGIBILITY, SELECTION, ENROLLMENT
2.1 Eligibility, Selection by Committee. In addition to members of the Board
of Directors, those employees who are (i) determined by the Company to be
includable in a select group of management or highly compensated employees
of the Company, (ii) specifically chosen by the Company to participate in
the Plan, and (iii) approved for such participation by the Committee, in
its sole discretion, shall be eligible to participate in the Plan subject
to the enrollment requirements described in Section 2.2.
2.2 Enrollment Requirements. Each individual deemed eligible to participate in
the Plan pursuant to Section 2.1, shall, as a condition to participating
in the Plan, complete and return to the Committee all of the required
Enrollment Forms, on a timely basis. In addition, the Committee shall in
its sole discretion, establish such other enrollment requirements
necessary for continued participation in the Plan.
2.2 Commencement of Participants. Provided a Participant has met all
enrollment requirements set forth in this Plan and required by the
Committee, including returning the Enrollment Forms and other required
documents to the Committee within the specified time period, the
Participant's participation shall commence as of the date established by
the Committee in its sole discretion. If a Participant fails to meet all
such requirements within the specified time period with respect to any
Plan Year, the Participant shall not be eligible to participate during
that Plan Year.
ARTICLE 3
CONTRIBUTIONS, INVESTMENT ADJUSTMENTS, TAXES AND VESTING
3.1 Deferral Contributions.
(a) Election to Defer. A Participant may make an election to defer the
receipt of amounts payable to the Participant, in the form of
Director Fees or Compensation, during any Plan Year. The
Participant's intent to defer shall be evidenced by a Participation
Agreement and Deferral Agreement, both completed and submitted to
the Committee in accordance with such procedures and time frames as
may be established by the Committee in its sole discretion. Amounts
deferred by a Participant with respect to a given Plan Year shall be
referred to collectively as a Deferral Contribution and shall be
credited to a Deferral Contribution Account established in the name
of the Participant.
(b) Components of Deferral Contributions.
(i) Compensation. Each Participant who is an employee of the
Company may elect to defer from 2% to 15% of his Compensation
which would have been received in the Plan Year, but for the
deferral election. Such percentages shall be withheld from
each payment of Compensation.
(ii) Director Fees. A Participant who is a member of the Board may
elect to defer up to 100% of his Director's Fees which would
have been received in the Plan Year but for the deferred
election. Such amount shall be withheld from each payment of
Director Fees.
3.2 Company Contributions.
(a) Supplement to the Retirement Plan. Each Plan Year, the Company shall
credit to the Company Contribution Account for each Participant
whose benefits in the Retirement Plan for such Plan Year are reduced
as a result of participating in this Plan for such Plan Year an
amount equal to (A) minus (B) with (A) being the amount that would
have been credited to the Participant's account in the Retirement
Plan pursuant to Section 4.5(b) of such plan for the same Plan Year
if the Participant had not deferred any Compensation pursuant to
Section 3.1 of this Plan for such Plan Year and (B) being the amount
credited to the Participant's account in the Retirement Plan
pursuant to Section 4.5(b) of such Plan for the same Plan Year.
(b) Supplement to the Salary Deferral Plan. If a Participant contributes
enough 401(k) contributions to the Salary Deferral Plan for a Plan
Year so as to receive the maximum matching contribution available
that year as a percent of compensation, then the Company shall
credit an additional amount to his Company Contribution Account for
such Participant for such Plan Year equal to (C) minus (D) with (C)
being the amount that would have been contributed to the Salary
Deferral Plan for the Participant as matching contributions for such
Plan Year if the Participant had not deferred any Compensation
pursuant to Section 3.1 of this Plan and (D) being the amount that
is contributed to the Salary Deferral Plan for the Participant as
matching contributions for the same Plan Year.
3.3 Selection of Hypothetical Investments. The Participant shall, via his
Investment Allocation Form(s), as more fully described in Section 1.28,
and his Investment Re-Allocation Form(s), as more fully described in
Section 1.29, select one or more Hypothetical Investments among which his
various contributions shall be distributed. The Committee shall provide
the Participant with a list of Hypothetical Investments available. From
time to time, in the sole discretion of the Committee, the Hypothetical
Investments available within the Plan may be revised. All Hypothetical
Investment selections must be denominated in whole percentages. A
Participant may make changes in his selected Hypothetical Investments from
time to time via submission of a new Investment Allocation Form, as
described in and subject to the language of Section 1.28 or submission of
a new Investment Re-Allocation Form, as described in and subject to the
language of Section 1.29.
3.4 Adjustment of Participant Accounts. While a Participant's accounts do not
represent the Participant's ownership of, or any ownership interest in,
any particular assets, the Participant's accounts shall be adjusted in
accordance with the Hypothetical Investment(s) chosen by the Participant
on his (i)
Investment Allocation Form or (ii) Investment Re-Allocation Form, subject
to the conditions and procedures set forth herein or established by the
Committee from time to time. The Participant's Accounts will be credited
on a daily basis with the increase or decrease in the realizable net asset
value and/or credited interest and dividend as applicable to the
Hypothetical Investments. Any cash earnings generated under a Hypothetical
Investment (such as interest and cash dividends and distributions) shall,
at the Committee's sole discretion, either be deemed to be reinvested in
that Hypothetical Investment or reinvested in one or more other
Hypothetical Investment(s) designated by the Committee. All notional
acquisitions and dispositions of Hypothetical Investments which occur
within a Participant's accounts, pursuant to the terms of the Plan, shall
be deemed to occur at such times as the Committee shall determine to be
administratively feasible in its sole discretion and the Participant's
accounts shall be adjusted accordingly. Notwithstanding anything to the
contrary, any Investment Adjustments made to any Participants' accounts
following a Change in Control shall be made in a manner no less favorable
to Participants than the practices and procedures employed under the Plan,
or as otherwise in effect, as of the date of the Change in Control. For
purposes of determining the amount to be distributed to a Participant, the
Participant's Account Balance shall be valued as of the last day of the
month preceding the month of the distribution.
3.5 Vesting. The Participant shall at all times be one hundred percent (100%)
vested in his Deferral Contribution Account. The Participant shall become
one hundred percent (100%) vested in his Company Contribution Account
after the earlier of (1) being credited with five (5) Years of Service,
(2) his death or (3) reaching the age of Retirement as defined in Section
1.35. The Participant shall be zero (0) vested in his Company Contribution
Account immediately prior to the date he becomes one hundred percent
(100%) vested as provided above.
ARTICLE 4
SUSPENSION OF DEFERRALS
4.1 Financial Emergencies. If a Participant experiences a Financial Emergency,
the Participant may petition the Committee to suspend any deferrals
required to be made by the Participant pursuant to his current Deferral
Agreement. The Committee shall determine, in its sole discretion, whether
to approve the Participant's petition. If the petition for a suspension is
approved, suspension shall commence upon the date of approval and shall
continue until the earlier of (i) the end of the Plan Year or (ii) the
date the Financial Emergency ceases to exist, as determined by the
Committee in its sole discretion.
4.2 Leave of Absence. If a Participant is authorized by the Company for any
reason to take an unpaid leave of absence from the employment of the
Company, the Participant's deferrals shall be suspended until the earlier
of the date the leave of absence expires or the Participant returns to a
paid employment status. Upon such expiration or return, deferrals shall
resume for the remaining portion of the Plan Year in which the expiration
or return occurs, based on the Deferral Agreement, if any, made for that
Plan Year. If no election was made for that Plan Year, no deferral shall
be withheld. If a Participant is authorized by the Company for any reason
to take a paid leave of absence from the employment of the Company, the
Participant shall continue to be considered employed by the Company and
the appropriate amounts shall continue to be withheld from the
Participant's compensation pursuant to the Participant's then current
Deferral Agreement.
ARTICLE 5
IN-SERVICE DISTRIBUTIONS
5.1 Elected Distribution from the Deferral Compensation Account. As noted in
Section 1.4, at the time each deferral is made, a Participant may elect a
Benefit Distribution Date for his Deferral Contribution Account prior to
the Participant's Termination of Employment, but no sooner than three
years from the end of the Plan Year of the deferral. Such distribution
shall be made to the Participant on such Benefit Distribution Date in a
lump sum payment.
5.2 Withdrawal in the Event of a Financial Emergency. A Participant who
believes he has experienced a Financial Emergency may request in writing a
withdrawal of a portion of his Accounts necessary to satisfy the
emergency. Within fifteen (15) days of the request, the Committee shall
determine, in its sole discretion, (i) whether a Financial Emergency has
occurred, (ii) the amount reasonably required to satisfy the Financial
Emergency as well as (iii) the accounts from which the withdrawal shall be
made; provided, however, that the withdrawal shall not exceed the
Participant's Vested Account Balances. In making any determinations under
this Section 5.2, the Committee shall be guided by the prevailing
authorities under the Code. If, subject to the sole discretion of the
Committee, the petition for a withdrawal is approved, the distribution
shall be made no later than the twentieth (20th) day of the month
following the Benefit Distribution Date.
5.3 Loans. No loans are allowed under this Plan.
ARTICLE 6
BENEFIT UPON TERMINATION OF EMPLOYMENT
6.1 Termination Benefit. In the event the Participant's Benefit Distribution
Date is triggered due to his Termination of Employment (as such term is
defined in Section 1.36), the Participant shall receive his Vested Account
Balances in a lump sum payment no later than the twentieth (20th) day of
the month following the Benefit Distribution Date.
6.2 Death Prior to Payment of Termination Benefit. If a Participant dies after
his Termination of Employment but before his Vested Account Balances are
paid to him, such benefit shall be paid to the Participant's Beneficiary
in a lump sum payment no later than the twentieth (20'h) day of the month
following the Benefit Distribution Date.
ARTICLE 7
BENEFIT UPON RETIREMENT
7.1 Retirement Benefit. In the event the Participant's Benefit Distribution
Date is triggered due to his Retirement (as such term is defined in
Section 1.35), the Participant shall receive his Vested Account Balances
as provided in Article 9 and such benefits shall commence (or be fully
paid, in the event a lump sum form of distribution was selected) no later
than the twentieth (20th) day of the month following the date of the
Benefit Distribution Date.
7.2 Death Prior to Completion of Retirement Benefit. If a Participant dies
after Retirement but before the benefits have commenced or been paid in
full, the Participant's unpaid benefit payments shall continue to be paid
to the Participant's beneficiary in the form designated by the Participant
at deferral until the Participant's remaining Vested Account Balances have
been depleted.
ARTICLE 8
PRE-RETIREMENT DEATH BENEFIT
8.1 Pre-Retirement Death Benefit. In the event the Participant's Benefit
Distribution Date is triggered due to his death during employment or
service on the Board, the Participant's Beneficiary shall receive the
pre-retirement death benefit described below and no other benefits shall
be payable under the Plan.
8.2 Payment of Pre-Retirement Death Benefit. The pre-retirement death benefit
shall be paid to the Beneficiary in the forms selected by the Participant
pursuant to Article 9 and shall commence (or be fully paid in
the event a lump sum form of distribution was selected) no later than
sixty (60) days after the death of the Participant.
ARTICLE 9
FORM OF DISTRIBUTIONS
9.1 Unless the Participant elects otherwise, his Benefit provided for in
Articles 7 and 8 shall be paid in a lump sum. However, at the time of a
deferral election (or modification of an earlier election) a participant
who is an Employee may elect to have his Account Balances attributable to
Contributions made on or after such election and before any subsequent
elections paid in substantially equal annual payments over a period of up
to 15 years. The initial installment shall be based on the value of the
Participant's Vested Account Balances, measured on his Benefit
Distribution Date and shall be equal to 1/n (where `n' is equal to the
total number of annual benefit payments not yet distributed). Subsequent
installment payments shall be computed in a consistent fashion, with the
measurement date being the anniversary of the original measurement date.
In the event the Participant's Vested Account Balances are equal to or
less than $10,000, his benefit shall be paid out in a lump sum.
BENEFICIARY DESIGNATION
10.1 Beneficiary. Each Participant shall have the right, at any time, to
designate a Beneficiary or Beneficiaries to receive, in the event of the
Participant's death, those benefits payable under the Plan. The
Beneficiary(ies) designated under this Plan may be the same as or
different from the Beneficiary designation made under any other plan of
the Company.
10.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his Beneficiary by completing and signing a Beneficiary
Designation Form, and returning it to the Committee or its designated
agent. A Participant shall have the right to change his Beneficiary by
completing, signing and submitting to the Committee a revised Beneficiary
Designation Form in accordance with the Committee's rules and procedures,
as in effect from time to time. Upon acknowledgement by the Committee of a
revised Beneficiary Designation Form, all Beneficiary designations
previously filed shall be deemed canceled. The Committee shall be entitled
to rely on the last Beneficiary Designation Form both (i) filed by the
Participant and (ii) acknowledged by the Committee, prior to his death.
10.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Committee or its designated agent.
10.4 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided above or, if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant's benefits, then the benefits remaining under the Plan shall
be payable to the executor or personal representative of the Participant's
estate.
10.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Company to
withhold such payments until this matter is resolved to the Committee's
satisfaction.
10.6 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge the Company and the
Committee from all further obligations under this Plan with respect to the
Participant, and the Participant's Participation Agreement shall terminate
upon such full payment of benefits.
ARTICLE 11
TERMINATION, AMENDMENT OR MODIFICATION
11.1 Termination or Suspension. The Company reserves the right, at any time, to
terminate the Plan. The Company also reserves the right, at any time, to
suspend the operation of the Plan for a fixed or indeterminate period of
time. The Plan, but not the Trust, automatically shall terminate upon the
dissolution of the Company or upon its merger into or consolidation with
any other corporation or business organization if there is a failure by
the surviving corporation or business organization to adopt specifically
and agree to continue the Plan. In the event of a suspension of the Plan,
the Company shall continue all aspects of the Plan, other than
Contribution Credits under Article 3 during the period of the suspension,
in which event payments hereunder will continue to be made during the
period of the suspension in accordance with the provisions of Articles
5,6,7 and 8. Upon the termination or suspension of the Plan, all amounts
credited to the accounts of each affected Participant shall become fully
vested.
11.2 Amendment. The Company may, at any time, amend or modify the Plan in whole
or in part by the actions of the Board; provided, however, that (i) no
amendment or modification shall be effective to decrease or restrict the
value of a Participant's Account Balances in existence at the time the
amendment or modification is made, calculated as if the Participant had
experienced a Termination of Employment as of the effective date of the
amendment or modification, or, if the amendment or modification occurs
after the date upon which the Participant was eligible to Retire,
calculated as if the Participant had Retired as of the effective date of
the amendment or modification, and (ii) except as specifically provided in
Section 10.1, no amendment or modification shall be made after a Change in
Control which adversely affects the vesting, calculation or payment of
benefits hereunder or diminishes any other rights or protections any
Participant or Beneficiary would have had, but for such amendment or
modification, unless each affected Participant or Beneficiary consents in
writing to such amendment
11.3 Effect of Payment. The full payment of the applicable benefit under the
provisions of the Plan shall completely discharge all obligations to a
Participant and his designated Beneficiaries under this Plan and each of
the Participant's Participation Agreements shall terminate.
ARTICLE 12
ADMINISTRATION
12.1 Committee Duties. This Plan shall be administered by a Committee which
shall consist of the Board, or such committee as the Board shall appoint.
Members of the Committee may be Participants under this Plan. The
Committee shall also have the discretion and authority to (i) make, amend,
interpret, and enforce all appropriate rules and regulations for the
administration of this Plan and (ii) decide or resolve any and all
questions including interpretations of this Plan, as may arise in
connection with the Plan. Any individual serving on the Committee who is a
Participant shall not vote or act on any matter relating solely to himself
or herself. When making a determination or calculation, the Committee
shall be entitled to rely on information furnished by Participant or the
Company.
12.2 Agents. In the administration of this Plan, the Committee may, from time
to time, employ agents and delegate to them such administrative duties as
it sees fit (including acting through a duly appointed representative) and
may from time to time consult with counsel who may be counsel to the
Company.
12.3 Binding Effect of Decisions. The decision or action of the Committee with
respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and rules and
regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.
12.4 Indemnity of Committee. The Company shall indemnify and hold harmless the
members of the Committee, and any Employee to whom duties of the Committee
may be delegated, against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this
Plan, except in case of willful misconduct by the Committee or any of its
members or any such employee.
12.5 Employer Information. To enable the Committee to perform its functions,
the Company shall supply full and timely information to the Committee on
all matters relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death or Termination of
Employment of its Participants, and such other pertinent information as
the Committee may reasonably require.
ARTICLE 13
OTHER BENEFITS AND AGREEMENTS
The benefits provided for a Participant and Participant's Beneficiary
under the Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of the Company. The
Plan shall supplement and shall not supersede, modify or amend any other such
plan or programs except as may otherwise be expressly provided.
ARTICLE 14
CLAIMS PROCEDURES
14.1 Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
"Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant
from the Plan. If such a claim relates to the contents of a notice
received by the Claimant, the claim must be made within sixty (60) days
after such notice was received by the Claimant. The claim must state with
particularity the determination desired by the Claimant. All other claims
must be made within one hundred eighty (180) days of the date on which the
event that caused the claim to arise occurred. The claim must state with
particularity the determination desired by the Claimant.
14.2 Notification of Decision. The Committee shall consider a Claimant's claim
within a reasonable time, and shall notify the Claimant in writing:
(a) that the Claimant's requested determination has been made, and that
the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole or in
part, to the Claimant's requested determination, and such notice
must set forth in a manner calculated to be understood by the
Claimant:
(i) the specific reason(s) for the denial of the claim, or any
part of it;
(ii) specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary;
and
(iv) an explanation of the claim review procedure set forth in
Section below.
14.3 Review of a Denied Claim. Within sixty (60) days after receiving a notice
from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file with
the Committee a written request for a review of the denial of the claim.
Thereafter, but not later than thirty (30) days after the review procedure
began, the Claimant (or the Claimant's duly authorized representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole discretion,
may grant.
14.4 Decision on Review. The Committee shall render its decision on review
promptly, and not later than sixty (60) days after the filing of a written
request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the
Committee's decision must be rendered within one hundred twenty (120) days
after such date. Such decision must be written in a manner calculated to
be understood by the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon which
the decision was based; and
(c) such other matters as the Committee deems relevant.
ARTICLE 15
TRUST
15.1 Establishment of the Trust. The Company may establish one or more Trusts
to which they may transfer such assets as the Company determines in its
sole discretion to assist in meeting their obligations under the Plan.
15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan
and the Participation Agreement shall govern the rights of a Participant
to receive distributions pursuant to the Plan. The provisions of the Trust
shall govern the rights of the Company, Participants and the creditors of
the Company to the assets transferred to the Trust.
15.3 Distributions From the Trust. The Company's obligations under the Plan may
be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Company's obligations
under this Agreement.
ARTICLE 16
MISCELLANEOUS
16.1 Status of Plan. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employee" within the meaning of ERISA. The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that
intent. All Participant accounts and all credits and other adjustments to
such Participant accounts shall be bookkeeping entries only and shall be
utilized solely as a device for the measurement and determination of
amounts to be paid under the Plan. No Participant accounts, credits or
other adjustments under the Plan shall be interpreted as an indication
that any benefits under the Plan are in any way funded.
16.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests
or claims in any property or assets of the Company. For purposes of the
payment of benefits under this Plan, any and all of the Company's assets,
shall be, and remain, the general, unpledged unrestricted assets of the
Company. The Company's obligation under the Plan shall be merely that of
an unfunded and unsecured promise to pay money in the future.
16.2 Company's Liability. The Company's liability for the payment of benefits
shall be defined only by the Plan and the Participation Agreement, as
entered into between the Company and a Participant. The Company shall have
no obligation to a Participant under the Plan except as expressly provided
in the Plan and his Participation Agreement.
16.3 Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate, alienate or convey in actual
receipt, the amount, if any, payable hereunder, or any part thereof, which
are, and all rights to which are expressly declared to be, unassignable
and non-transferable. No part of the amounts payable shall, prior to
actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owned by a Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.
16.5 Not a Contract of Employment. Under the terms and conditions of this Plan
and the Participation Agreement, this Plan shall not be deemed to
constitute a contract of employment between the Company and the
Participant. Such employment is hereby acknowledged to be an "at will"
employment relationship that can be terminated at any time for any reason,
or no reason, with or without cause, and with or without notice, except as
otherwise provided in a written employment agreement. Nothing in this Plan
or any Participation Agreement shall be deemed to give a Participant the
right to be retained in the service of the Company or to interfere with
the right of the Company to discipline or discharge the Participant at any
time.
16.6 Furnishing Information. A Participant or his Beneficiary will cooperate
with the Committee by furnishing any and all information requested by the
Committee and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations
as the Committee may deem necessary.
16.7 Terms. Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they
would so apply; and whenever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the
plural or the singular, as the case may be, in all cases where they would
so apply.
16.8 Captions. The captions of the articles, sections or paragraphs of this
Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.
16.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State of
Tennessee without regard to its conflicts of laws principles.
16.10 Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
Genesco Inc.
P. O. Box 731
Nashville, TN 37202
Attn: General Counsel
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark or the
receipt for registration or certification.
Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.
16.11 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns and the Participant
and the Participant's designated Beneficiaries.
16.12 Validity. In case any provision of this Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as
if such illegal or invalid provision had never been inserted herein.
16.13 Incompetent. If the Committee determines in its discretion that a benefit
under this Plan is to be paid to a minor, a person declared incompetent or
to a person incapable of handling the disposition of that person's
property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of
such minor, incompetent or incapable person. The Committee may require
proof of minority, incompetence, incapacity or guardianship, as it may
deem appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a payment for the account of the Participant and the
Participant's Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount.
16.14 Distribution in the Event of Taxation. If, for any reason, all or any
portion of a Participant's benefit under this Plan becomes taxable to the
Participant prior to a receipt, a Participant may petition the Committee
or the trustee of the Trust, as applicable, for a distribution of that
portion of his benefit that has become taxable. Upon the grant of such a
petition, which grant shall not be unreasonably withheld, the Company
shall distribute to the Participant immediately, funds in an amount equal
to the taxable portion of his benefit (which amount shall not exceed a
Participant's unpaid Account Balances under the Plan). If the petition is
granted, the tax liability distribution shall be made within ninety (90)
days of the date when the Participant's petition is granted. Such a
distribution shall affect and reduce the benefits to be paid under this
Plan.
16.15 Insurance. The Company, on its own behalf or on behalf of the trustee of
the Trust, and, in its sole discretion, may apply for and procure
insurance on the life of the Participant, in such amounts and in such
forms as the Trust may choose. The Company or the trustee of the Trust, as
the case may be, shall be the sole owner and beneficiary of any such
insurance. The Participant shall have no interest whatsoever in any such
policy or policies, and at the request of the Company shall submit to
medical examinations and supply such information and execute such
documents as may be required by the insurance company or companies to whom
the Company has applied for insurance.
IN WITNESS WHEREOF, the Company has signed this Plan document as of June 9,
2000.
GENESCO INC.
/s/ Buford Eubanks By: /s/ James S. Gulmi
- ------------------------- ------------------------------------
Witness Title: Senior Vice President - Finance
/s/ Buford Eubanks By: /s/ John W. Clinard
- ------------------------- ------------------------------------
Witness Title: Vice President, Administration and
Human Resources
AMENDMENT TO THE
GENESCO INC.
DEFERRED INCOME PLAN
Genesco Inc., pursuant to the power granted to it by the Section 11.2 of the
Genesco Inc, Deferred Income Plan (the "Plan"), hereby amends, the Plan, as
follows, effective as of January 1, 2001:
I.
Delete in its entirety Section 1.35 and substitute in lieu thereof the
following: "Retirement", "Retires" or "Retired" shall mean, with respect
to an Employee, severance from employment for any reason on or after the
attainment of age fifty-five (55) if: (a) he has completed at least 5
Years of Service; and (b) the sum of his age and his whole Years of
Service is equal to at least 70.
II.
Add the following to Section 3.1 (b) (i):
In addition, each Participant who is an employee of the Company may elect
to defer up to 100% of a bonus earned by the Participant during the Plan Year
pursuant to the Company's EVA Incentive Compensation Plan.
III.
Delete in its entirety Section 5.1 and substitute in lieu thereof the
following:
Elected Distribution from the Deferral Compensation Account. As noted in
Section 1.4, at the time each deferral is made, a Participant may elect a
Benefit Distribution Date for his Deferral Contribution Account prior to the
Participant's Termination of Employment, but no sooner than three years from the
end of the Plan Year of the deferral. At the time of such election, the
Participant may elect to receive such distribution in a lump sum payment or in
substantially equal annual payments over a period of up to fifteen (15) years.
If no election is made as to the former payment, such distribution shall be made
to the Participant on such Benefit Distribution Date in a lump sum payment. If
the Participant elects annual payments, the initial installment shall be based
on the value of the Participant's Deferral Contribution Account, measured on the
Benefit Distribution Date elected, and shall be equal to 1/n ("n" being equal to
the total number of annual benefit payments not yet distributed). Subsequent
installment payments shall be computed in a consistent fashion, with the
measurement date being the anniversary of the Original Measurement Date. In any
case, if the Participant's Deferral Contribution Account is equal to or less
than $10,000 on his elected Benefit Distribution Date, his benefits shall be
paid out in a lump sum, regardless of his payment election.
IV.
The Company has caused this Amendment to be signed by its duly authorized
officer as of the date written below.
GENESCO INC.
/s/ Claire S. McCall By: /s/ John W. Clinard
- ---------------------------- ------------------------------------
Witness Title: Vice President, Administration and
Human Resources
/s/ Karen L. Kilian By: /s/ James S. Gulmi
- ---------------------------- ------------------------------------
Witness Title: Senior Vice President - Finance