EXHIBIT (10)a.
AMENDED AND RESTATED
GENESCO EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED EFFECTIVE OCTOBER 1, 2005)
ARTICLE I.
INTRODUCTION
1.1 ESTABLISHMENT OF PLAN
Genesco Inc., a Tennessee corporation ("Genesco") with principal offices
located in Nashville, Tennessee, adopts the following employee stock purchase
plan for its eligible employees, effective on October 1, 1995, as amended
effective October 1, 2005, subject to Section 3.1. This Plan shall be known as
the Genesco Employee Stock Purchase Plan.
1.2 PURPOSE
The purpose of this Plan is to provide an opportunity for eligible
employees of the Employer to become shareholders in Genesco. It is believed that
broad-based employee participation in the ownership of the business will help to
achieve the unity of purpose conducive to the continued growth of the Employer
and to the mutual benefit of its employees and shareholders.
1.3 QUALIFICATION
This Plan is intended to be an employee stock purchase plan which
qualifies for favorable Federal income tax treatment under Section 423 of the
Code and is intended to comply with the provisions thereof, including the
requirement of Section 423(b)(5) of the Code that all Employees granted options
to purchase Shares under the Plan have the same rights and privileges with
respect to such options.
1.4 RULE 16b-3 COMPLIANCE
This Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, and should be interpreted in accordance therewith.
ARTICLE II.
DEFINITIONS
As used herein, the following words and phrases shall have the meanings
specified below:
2.1 CLOSING MARKET PRICE
The last sale price of the Shares as reported on the New York Stock
Exchange on the date specified or, if no sales occurred on such day, on the most
recent day when sales occurred; but if there should be any material alteration
in the present system of reporting sales prices of such
Shares, or if such Shares should no longer be listed on the New York Stock
Exchange, the market value of the Shares as of a particular date shall be
determined in such a method as shall be specified by the Plan Administrator.
2.2 CODE
The Internal Revenue Code of 1986, as amended from time to time.
2.3 CONTRIBUTION ACCOUNT
The account established on behalf of a Participant to which shall be
credited the amount of the Participant's contribution, pursuant to Article V.
2.4 EMPLOYEE
Each employee of an Employer (a) who is not a Highly Compensated employee
as described in Code Section 414(q), (b) who is not a Statutory Insider, and (c)
whose customary employment by the Employer is greater than 20 hours per week and
greater than five months per year.
2.5 EMPLOYER
Genesco or any corporation (i) which is a Subsidiary of Genesco, (ii)
which is authorized by the Board of Directors to adopt this Plan with respect to
its Employees, and (iii) which adopts this Plan. The term "Employer" shall
include any corporation into which an Employer may be merged or consolidated or
to which all or substantially all of its assets may be transferred, provided
such corporation does not affirmatively disavow this Plan.
2.6 EXERCISE DATE
The last trading date of the Plan Year on the New York Stock Exchange.
2.7 EXERCISE PRICE
The price per share of the Shares to be charged to Participants at the
Exercise Date, as determined in Section 6.3.
2.8 FIVE-PERCENT SHAREHOLDER
An Employee who owns five percent or more of the total combined voting
power or value of all classes of stock of Genesco or any Subsidiary thereof. In
determining this five percent test, shares of stock which the Employee may
purchase under outstanding options, as well as stock attributed to the Employee
under Section 424(d) of the Code, shall be treated as stock owned by the
Employee in the numerator, but shares of stock which may be issued under options
shall not be counted in the total of outstanding shares in the denominator.
2.9 GRANT DATE
The first trading day on the New York Stock Exchange on or after October 1
of each year.
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2.10 PARTICIPANT
Any Employee of an Employer who has met the conditions for eligibility as
provided in Article IV and who has elected to participate in the Plan.
2.11 PLAN
The Genesco Employee Stock Purchase Plan.
2.12 PLAN ADMINISTRATOR
The committee composed of one or more individuals to whom authority is
delegated by Genesco's board of directors to administer the Plan. The Plan
Administrator shall initially be the Compensation Committee of Genesco's board
of directors.
2.13 PLAN YEAR
The Plan Year shall be coterminous with the fiscal year of Genesco. The
enrollment year shall be the first day of October and ending on the last day of
September in the following calendar year. The initial enrollment year commenced
on October 1, 1995.
2.14 SHARES
Those shares of common stock of Genesco which are reserved pursuant to
Section 6.1 for issuance upon the exercise of options granted under this Plan.
2.15 STATUTORY INSIDER
Any individual subject to Section 16(a) of the Securities Exchange Act of
1934, as amended, and any other person so designated by resolution of the Board
of Directors.
2.16 SUBSIDIARY
Any corporation (other than Genesco) in an unbroken chain of corporations
beginning with Genesco if, at the time of the granting of the option, each of
the corporations other than the last corporation in the chain owns stock
possessing 50% or more of the combined voting power of all classes of stock in
one of the other corporations in such chain.
ARTICLE III.
SHAREHOLDER APPROVAL
3.1 SHAREHOLDER APPROVAL OF PLAN
If the Plan is not approved by the shareholders of Genesco before October
1, 1995, it shall not take effect.
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3.2 SHAREHOLDER APPROVAL FOR CERTAIN AMENDMENTS
Without the approval of the shareholders of Genesco, no amendment to this
Plan shall:
(i) increase the number of Shares reserved under the Plan, other than as
provided in Section 10.3;
(ii) make participation in the Plan available to any person who is not an
Employee; or
(iii) make participation in the Plan available to employees or any
corporation other than Genesco or any Subsidiary which adopts the
Plan.
Approval by shareholders must comply with applicable provisions of the
corporate charter and bylaws of Genesco, and with Tennessee law prescribing the
method and degree of shareholder approval required for issuance of corporate
stock or options.
ARTICLE IV.
ELIGIBILITY AND PARTICIPATION
4.1 CONDITIONS
Each Employee shall become eligible to become a Participant on October 1,
1995 or any October 1 thereafter if such Employee has been employed by the
Employer for a continuous period of at least six months prior to such date. No
Employee who is a Five-Percent Shareholder shall be eligible to participate in
the Plan. Notwithstanding anything to the contrary contained herein, no
individual who is not an Employee shall be granted an option to purchase Shares
under the Plan.
4.2 APPLICATION FOR PARTICIPATION
Each Employee who becomes eligible to participate shall be furnished a
summary of the Plan and an enrollment form. If such Employee elects to
participate hereunder, he shall complete such form and file it with his Employer
no later than the next September 15. The completed enrollment form shall
indicate the amount of Employee contribution authorized by the Employee. If no
new enrollment form is filed by a Participant in advance of any Plan Year after
the initial Plan Year, that Participant shall be deemed to have elected to
continue to participate with the same contribution previously elected (subject
to the limit of 15% of base pay).
4.3 DATE OF PARTICIPATION
All Employees who elect to participate shall be enrolled in the Plan
commencing with the first paydate after the October 1 following their submission
of the enrollment form. Upon becoming a Participant, the Participant shall be
bound by the terms of this Plan, including any amendments whenever made.
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ARTICLE V.
CONTRIBUTION ACCOUNT
5.1 EMPLOYEE CONTRIBUTIONS
The enrollment form signed by each Participant shall authorize the
Employer to deduct from the Participant's compensation an after-tax amount in an
exact number of dollars during each payroll period which may not be less than
five dollars ($5.00) nor more than 15% of the Participant's base pay on the
October 1 on which his enrollment is effective. The term "base pay" shall be
determined before subtracting any of the Employee's contributions to the Genesco
401(k) plan and the Flexible Spending Accounts Plan. The dollar amount deducted
on each paydate shall be credited to the Participant's Contribution Account. No
interest will accrue on any contributions or on the balance in a Participant's
Contribution Account. The Company's obligations to Participants with respect to
the Contributions under the Plan are unfunded and unsecured and Participants,
their heirs and Legal Representatives are unsecured general creditors with no
legal rights or claims to any particular assets of the Company.
5.2 MODIFICATION OF CONTRIBUTION RATE
No change shall be permitted in a Participant's amount of withholding
except upon October 1, and then only if the Participant files a new enrollment
form with the Employer at least 15 days in advance of such date designating the
desired withholding rate; except that a Participant may notify the Employer at
any time (except during the period from September 15 through September 30) that
he wishes to discontinue his contributions. This notice shall be in writing and
on such forms as provided by the Employer and shall become effective as of a
date provided on the form not more than 30 days following its receipt by the
Employer. If a Participant discontinues his or her participation in the Plan,
the Participant may withdraw his or her account balance or leave the account
balance in the Plan and his or her election to purchase for such enrollment year
shall remain in effect. If the election to purchase is not subsequently
withdrawn and the Participant does not terminate employment, the account balance
will be applied to the purchase of Shares on the Exercise Date.
5.3 WITHDRAWAL OF CONTRIBUTIONS
A Participant may elect to withdraw the balance of his Contribution
Account at any time during the Plan Year prior to the Exercise Date (except
during the period from September 15 through September 30). The option granted to
a Participant shall be canceled upon his withdrawal of the balance in his
Contribution Account. The election to withdraw must be in writing on such forms
as may be provided by the Employer. No further contributions may be made with
respect to a Plan Year in which a withdrawal occurs.
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ARTICLE VI.
ISSUANCE AND EXERCISE OF OPTIONS
6.1 RESERVED SHARES OF STOCK
Genesco has reserved 1,000,000 Shares for issuance upon exercise of the
options granted under this Plan. Subject to adjustment pursuant to Section 10.3,
the aggregate number of Shares which may be purchased by Participants pursuant
to options granted under the Plan shall not exceed the number of Shares reserved
hereunder. Shares may, however, be originally issued by Genesco or purchased by
Genesco on the open market, in the discretion of the Plan Administrator.
6.2 ISSUANCE OF OPTIONS
On the Grant Date each Participant shall be deemed to receive an option to
purchase a number of Shares at an Exercise Price determined as provided in this
Article VI.
6.3 DETERMINATION OF EXERCISE PRICE
The Exercise Price of the options granted under this Plan for any Plan
Year shall be ninety-five percent (95%) of the Closing Market Price of the
Shares on the Exercise Date.
6.4 PURCHASE OF SHARES
On an Exercise Date, all of the options which were granted on the previous
Grant Date and which have not subsequently been canceled pursuant to the
provisions of the Plan shall be automatically exercised. The Contribution
Account of each Participant shall be used to purchase the number of whole Shares
determined by dividing the Exercise Price into the balance of the Participant's
Contribution Account. Any money remaining in a Participant's Contribution
Account representing a fractional share shall remain in his Contribution Account
to be used in the next Plan Year along with new contributions in the next Plan
Year; provided, however, that if the Participant does not enroll for the next
Plan Year, the balance remaining shall be returned to him in cash.
6.5 TERMS OF OPTIONS
Options granted under this Plan shall be subject to such amendment or
modification as the Plan Administrator shall deem necessary to comply with any
applicable law or regulation, including but not limited to Section 423 of the
Code, and shall contain such other provisions as the Plan Administrator shall
from time to time approve and deem necessary.
6.6 LIMITATIONS ON OPTIONS
The options granted hereunder are subject to the following limitations:
(a) The maximum number of Shares which may be purchased by any
Participant on an Exercise Date shall be equal to the lesser of
(i) 2,000 shares, or
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(ii) $10,000 divided by the Closing Market Price on the Grant Date
in that Plan Year.
The maximum number of Shares as determined above shall be adjusted
upon the occurrence of an event described in Section 10.3.
(b) No option may be granted to a Participant if immediately after the
option is granted the Participant would be a Five-Percent
Shareholder.
(c) No Participant may assign, transfer or otherwise alienate any
options granted to him under this Plan, otherwise than by will or
the laws of descent and distribution, and such options may be
exercised during the Participant's lifetime only by him.
6.7 PRO-RATA REDUCTION OF OPTIONED SHARES
If the total number of Shares to be purchased under option by all
Participants on an Exercise Date exceeds the number of Shares remaining
authorized for issuance under Section 6.1, a pro-rata allocation of the Shares
available for issuance will be made among the Participants in proportion to
their respective Contribution Account balances on the Exercise Date, and any
money remaining in the Contribution Accounts shall be returned to the
Participants.
6.8 STATE SECURITIES LAWS
Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to issue Shares to any Participant if to do so would
violate any State securities law applicable to the sale of Shares to such
Participant. In the event that the Company refrains from issuing Shares to any
Participant in reliance on this Section, the Company shall return to such
Participant the amount in such Participant's Contribution Account that would
otherwise have been applied to the purchase of Shares.
ARTICLE VII.
TERMINATION OF PARTICIPATION
7.1 TERMINATION OF EMPLOYMENT
Any Employee whose employment with the Employer is terminated during the
Plan Year for any reason except death, disability or retirement at or after age
55 shall cease being a Participant immediately. The balance of that
Participant's Contribution Account shall be paid to such Participant as soon as
practical after his termination. The options granted to such Participant shall
be canceled as of the date of termination.
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7.2 DEATH
If a Participant should die while employed by the Employer, no further
contributions on behalf of the deceased Participant shall be made. The legal
representative of the deceased Participant may elect to withdraw the balance in
such Participant's Contribution Account by notifying the Employer in writing
prior to the Exercise Date in the Plan Year during which the Participant died
(except during the period from September 15 through September 30). In the event
that no election to withdraw is made on or before the September 15 preceding the
Exercise Date, the balance accumulated in the deceased Participant's
Contribution Account shall be used to purchase Shares in accordance with Section
6.4. Any money remaining which is insufficient to purchase a whole Share shall
be paid to the legal representative.
7.3 RETIREMENT
If a Participant should retire from the employment of the Employer at or
after attaining age 55, no further contributions on behalf of the retired
Participant shall be made. The Participant may elect to withdraw the balance in
his Contribution Account by notifying the Employer in writing prior to the
Exercise Date in the Plan Year during which the Participant retired (except
during the period from September 15 through September 30). In the event that no
election to withdraw is made on or before the September 15 preceding the
Exercise Date, the balance accumulated in the retired Participant's Contribution
Account shall be used to purchase Shares in accordance with Section 6.4, and any
money remaining which is insufficient to purchase a whole Share shall be paid to
the retired Participant.
7.4 DISABILITY
If a Participant should terminate employment with the Employer on account
of disability, as determined by reference to the definition of "disability" in
the Employer's long-term disability plan, no further contributions on behalf of
the disabled Participant shall be made. The Participant may elect to withdraw
the balance in his Contribution Account by notifying the Employer in writing
prior to the Exercise Date in the Plan Year during which the Participant became
disabled (except during the period from September 15 through September 30). In
the event no election to withdraw is made on or before the September 15
preceding the Exercise Date, the balance accumulated in the disabled
Participant's Contribution Account shall be used to purchase Shares in
accordance with Section 6.4, and any money remaining which is insufficient to
purchase a whole Share shall be paid to the disabled Participant.
ARTICLE VIII.
OWNERSHIP OF SHARES
8.1 SHARE OWNERSHIP; FORM
The Shares purchased by a Participant on an Exercise Date shall, for all
purposes, be deemed to have been issued and/or sold at the close of business on
such Exercise Date. Prior to that time, none of the rights or privileges of a
shareholder of Genesco shall inure to the Participant with respect to such
Shares. All the Shares purchased under the Plan shall be delivered by the
Company in the manner determined by the Plan Administrator.
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The Plan Administrator, in its sole discretion, may determine that the
Shares shall be delivered by (i) issuing and delivering to the Participant a
certificate for the number of Shares purchased by such Participant on an
Exercise Date, (ii) issuing and delivering a certificate or certificates for the
number of Shares purchased by all Participants on an Exercise Date to a member
firm of the New York Stock Exchange which is also a member of the National
Association of Securities Dealers, as selected by the Plan Administrator from
time to time, which Shares shall be maintained by such member firm in separate
brokerage accounts for each Participant or (iii) issuing and delivering a
certificate or certificates for the number of Shares purchased by all
Participants on an Exercise Date to a bank or trust company or affiliate
thereof, as selected by the Plan Administrator from time to time, which Shares
shall be maintained by such Bank or trust company or affiliate in separate
accounts for each Participant. Each certificate or account, as the case may be,
may be in the name of the Participant or, if the Participant designates on the
form prescribed by the Plan Administrator, in the Participant's name jointly
with another individual, with the right of survivorship. Such designation may be
changed by filing notice thereof.
8.2 PREMATURE SALE OF SHARES
If a Participant (or former Participant) sells or otherwise disposes of
any Shares obtained under this Plan prior to two years after the Grant Date of
the option under which such shares were obtained, that Participant (or former
Participant) must notify the Employer immediately in writing concerning such
disposition.
8.3 TRANSFER OF OWNERSHIP
A Participant who purchases Shares under this Plan shall be transferred at
such time substantially all of the rights of ownership of such Shares in
accordance with the Treasury Regulations promulgated under Section 423 of the
Code as in effect on the effective date of this restatement of the Plan. Such
rights of ownership shall include the right to vote, the right to receive
declared dividends, the right to share in the assets of the Employer in the
event of liquidation, the right to inspect the Employer's books and the right to
pledge or sell such Shares subject to the restrictions in the Plan.
ARTICLE IX.
ADMINISTRATION AND AMENDMENT
9.1 ADMINISTRATION
The Plan Administrator shall (i) administer the Plan and keep records of
the Contribution Account balance of each Participant, (ii) interpret the Plan,
and (iii) determine all questions arising as to eligibility to participate,
amount of contributions permitted, determination of the Exercise Price, and all
other matters of administration. The Plan Administrator shall have such duties,
powers and discretionary authority as may be necessary to discharge the
foregoing duties, and may delegate any or all of the foregoing duties to any
individual or individuals (including officers of Genesco or other Employees who
are Participants). The Board of Directors shall have the right at any time and
without notice to remove or replace any individual or committee of individuals
serving as Plan Administrator. All determinations by the Plan Administrator
shall be
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conclusive and binding on all persons. Any rules, regulations, or procedures
that may be necessary for the proper administration or functioning of this Plan
that are not covered in this Plan document shall be promulgated and adopted by
the Plan Administrator.
9.2 AMENDMENT
The board of directors of Genesco may at any time amend the Plan in any
respect, including termination of the Plan, without notice to Participants. If
the Plan is terminated, all options outstanding at the time of termination shall
be immediately canceled and the balance in each Participant's Contribution
Account shall be paid to that Participant. Notwithstanding the foregoing, no
amendment of the Plan as described in Article III shall become effective until
and unless such amendment is approved by the shareholders of Genesco.
ARTICLE X.
MISCELLANEOUS
10.1 EXPENSES
The Employer will pay all expenses of administering this Plan that may
arise in connection with the Plan.
10.2 NO CONTRACT OF EMPLOYMENT
Nothing in this Plan shall be construed to constitute a contract of
employment between an Employer and any Employee or to be an inducement for the
employment of any Employee. Nothing contained in this Plan shall be deemed to
give any Employee the right to be retained in the service of an Employer or to
interfere with the right of an Employer to discharge any Employee at any time,
with or without cause, regardless of the effect which such discharge may have
upon him as a Participant of the Plan.
10.3 ADJUSTMENT UPON CHANGES IN SHARES
The aggregate number of Shares reserved for purchase under the Plan as
provided in Section 6.1, and the calculation of the Exercise Price as provided
in Section 6.3, shall be adjusted by the Plan Administrator (subject to
direction by the Board of Directors) in an equitable manner to reflect changes
in the capitalization of Genesco, including, but not limited to, such changes as
result from merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, combination of
shares, exchange of shares and change in corporate structure. If any adjustment
under this Section 10.3 would create a fractional share or a right to acquire a
fractional share, such fractional share shall be disregarded and the number of
shares available under the Plan and the number of shares covered under any
options granted pursuant to the Plan shall be the next lower number of shares,
rounding all fractions downward.
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10.4 EMPLOYER'S RIGHTS
The rights and powers of any Employer shall not be affected in any way by
its participation in this Plan, including but not limited to the right or power
of any Employer to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets.
10.5 LIMIT ON LIABILITY
No liability whatever shall attach to or be incurred by any past, present
or future shareholders, officers or directors, as such, or Genesco or any
Employer, under or by reason of any of the terms, conditions or agreements
contained in this Plan or implied therefrom, and any and all liabilities of any
and all rights and claims against Genesco, an Employer, or any shareholder,
officer or director as such, whether arising at common law or in equity or
created by statute or constitution or otherwise, pertaining to this Plan, are
hereby expressly waived and released by every Participant as a part of the
consideration for any benefits under this Plan; provided, however, no waiver
shall occur, solely by reason of this Section 10.5, of any right which is not
susceptible to advance waiver under applicable law.
10.6 GENDER AND NUMBER
For the purposes of the Plan, unless the contrary is clearly indicated,
the use of the masculine gender shall include the feminine, and the singular
number shall include the plural and vice versa.
10.7 GOVERNING LAW
The validity, construction, interpretation, administration and effect of
this Plan, and any rules or regulations promulgated hereunder, including all
rights or privileges of any Participants hereunder, shall be governed
exclusively by and in accordance with the laws of the State of Tennessee, except
that the Plan shall be construed to the maximum extent possible to comply with
Section 423 of the Code and the Treasury regulations promulgated thereunder.
10.8 HEADINGS
Any headings or subheadings in this Plan are inserted for convenience of
reference only and are to be ignored in the construction of any provisions
hereof.
10.9 SEVERABILITY
If any provision of this Plan is held by a court to be unenforceable or is
deemed invalid for any reason, then such provision shall be deemed inapplicable
and omitted, but all other provisions of this Plan shall be deemed valid and
enforceable to the full extent possible under applicable law.
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IN WITNESS WHEREOF, Genesco Inc. has adopted this amended and restated
Plan effective October 1, 2005.
Date: August 24, 2005 GENESCO INC.
By: /s/ Hal N. Pennington
-----------------------------
Name: Hal N. Pennington
Title: Chairman, President & CEO
ATTEST:
/s/ Roger G. Sisson
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