EXHIBIT (10)d.
GENESCO INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of this _____ day of _______________, 2005 (the "Grant Date"),
by and between Genesco Inc., a Tennessee corporation (together with its
Subsidiaries and Affiliates, the "Company"), and __________________ (the
"Optionee"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to such terms in the Genesco Inc. 2005 Equity Incentive Plan
(the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance of
stock options for the purchase of shares of the common stock, par value $1.00
per share, of the Company (the "Shares"); and
WHEREAS, the Company desires to afford the Optionee an opportunity to
purchase Shares as hereinafter provided in accordance with the provisions of the
Plan;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant of Option.
(a) The Company grants as of the date of this Agreement the right and
option (the "Option") to purchase __________ Shares, in whole or in part (the
"Option Stock"), at an exercise price of ___________________________________ and
No/100 Dollars ($_________) per Share, on the terms and conditions set forth in
this Agreement and subject to all provisions of the Plan. The Optionee, holder
or beneficiary of the Option shall not have any of the rights of a shareholder
with respect to the Option Stock until such person has become a holder of such
Shares by the due exercise of the Option and payment of the Option Payment (as
defined in Section 3 below) in accordance with this Agreement.
(b) The Option shall be a non-qualified stock option. In order to
provide the Company with the opportunity to claim the benefit of any income tax
deduction which may be available to it upon the exercise of the Option, and in
order to comply with all applicable federal or state tax laws or regulations,
the Company may take such action as it deems appropriate to insure that, if
necessary, all applicable federal, state or other taxes are withheld or
collected from the Optionee.
2. Exercise of Option. The Optionee may exercise the Option with respect
to (i) 25% of the Option Stock on or after the first anniversary of the Grant
Date, (ii) 50% of the Option Stock on or after the second anniversary of the
Grant Date, (iii) 75% of the Option Stock
on or after the third anniversary of the Grant Date, and (iv) 100% of the Option
Stock on or after the fourth anniversary of the Grant Date, provided in all
cases that the Optionee has been an employee of the Company at all times from
the Grant Date to the applicable anniversary (the period between the Grant Date
and the anniversary applicable to particular Shares of Option Stock being
referred to as the "Vesting Period" for such shares). Notwithstanding the above,
the Option shall vest and become exercisable with respect to all the Option
Stock upon the occurrence of a Change in Control or Potential Change in Control
and shall be governed by the provisions of Section 13 of the Plan. In the event
that the Optionee dies, is Disabled or elects Normal Retirement before the
expiration of the Vesting Period, the Option shall vest as of the date of such
death, disability or Normal Retirement, as the case may be, on a pro rata basis
with respect to the amount of the Vesting Period that has elapsed, rounded to
the nearest whole share. If Optionee elects Early Retirement prior to the
expiration of the Vesting Period, this Option shall vest as though Optionee had
elected Normal Retirement, provided that the Optionee's Early Retirement is with
the consent of the Committee.
3. Manner of Exercise. The Option may be exercised in whole or in part at
any time within the period permitted hereunder for the exercise of the Option,
with respect to whole Shares only, by serving written notice of intent to
exercise the Option delivered to the Company at its principal office (or to the
Company's designated agent), stating the number of Shares to be purchased, the
person or persons in whose name the Shares are to be registered and each such
person's address and social security number. Such notice shall not be effective
unless accompanied by payment in full of the Option Price for the number of
Shares with respect to which the Option is then being exercised (the "Option
Payment") and cash equal to the required withholding taxes is as set forth by
Internal Revenue Service and applicable State tax guidelines for the employer's
minimum statutory withholding. Subject to applicable securities laws, the
Optionee may also exercise the Option by delivering a notice of exercise of the
Option and by simultaneously selling the Shares of Option Stock thereby acquired
pursuant to a brokerage or similar agreement approved in advance by proper
officers of the Company, using the proceeds of such sale as payment of the
Option Payment, together with any applicable withholding taxes. The Optionee
shall notify the Company of any disposition of shares acquired under this
Agreement if such disposition occurs within two years after the date of grant or
one (1) year after the date of exercise of the Option.
4. Termination of Option. The Option will expire ten (10) years from the
date of grant of the Option (the "Term") with respect to any then unexercised
portion thereof, unless terminated earlier as set forth below:
(a) Termination by Death. If the Optionee's employment by the Company
terminates by reason of death, or if the Optionee dies within three (3) months
after termination of such employment for any reason other than Cause, this
Option may thereafter be exercised by the legal representative of the estate or
by the legatee of the Optionee under the will of the Optionee, for a period of
one (1) year from the date of death or until the expiration of the Term of the
Option, whichever period is the shorter.
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(b) Termination by Reason of Disability. If the Optionee's employment
by the Company terminates by reason of Disability, this Option may thereafter be
exercised, to the extent the Option was exercisable at the time of such
termination, by the Optionee or personal representative or guardian of the
Optionee, as applicable, for a period of one (1) year from the date of such
termination of employment or until the expiration of the Term of the Option,
whichever period is the shorter.
(c) Termination by Normal Retirement or Early Retirement. If Optionee's
employment by the Company terminates by reason of Normal Retirement or Early
Retirement, this Option may thereafter be exercised by the Optionee, to the
extent the Option was exercisable at the time of such termination, for a period
of three (3) months from the date of such termination of employment or until the
expiration of the Term of the Option, whichever period is the shorter.
(d) Termination for Cause or Voluntary Termination. If the Optionee's
employment by the Company is voluntarily terminated or terminated for Cause,
this Option shall terminate immediately and become void and of no effect.
(e) Other Termination. If the Optionee's employment by the Company is
involuntarily terminated for any reason other than for Cause, death, Disability
or Normal Retirement or Early Retirement, this Option may be exercised, to the
extent the Option was exercisable at the time of such termination, by the
Optionee for a period of three (3) months from the date of such termination of
employment or the expiration of the Term of the Option, whichever period is the
shorter.
5. No Right to Continued Employment. The grant of the Option shall not be
construed as giving Optionee the right to be retained in the employ of the
Company, and the Company may at any time dismiss Optionee from employment, free
from any liability or any claim under the Plan.
6. Adjustment to Option Stock. The Committee may make adjustments in the
terms and conditions of, and the criteria included in, this Option in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4.2 of the Plan) affecting the Company or the
financial statements of the Company or of changes in applicable laws,
regulations or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.
7. Amendments to Option. Subject to the restrictions contained in Sections
6.2 and 14 of the Plan, the Committee may waive any conditions or rights under,
amend any terms of, or alter, suspend, discontinue, cancel or terminate, the
Option, prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would adversely affect the rights of the Optionee or any holder or
beneficiary of the Option shall not to that extent be effective without the
consent of the Optionee, holder or beneficiary affected.
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8. Limited Transferability. During the Optionee's lifetime this Option can
be exercised only by the Optionee. This Option may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by Optionee other
than by will or the laws of descent and distribution. Any attempt to otherwise
transfer this Option shall be void. No transfer of this Option by the Optionee
by will or by laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and an authenticated copy of the will and/or such other evidence as the
Committee may deem necessary or appropriate to establish the validity of the
transfer.
9. Reservation of Shares. At all times during the term of this Option, the
Company shall use its best efforts to reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of this Agreement.
10. Plan Governs. The Optionee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms and provisions thereof. The
terms of this Agreement are governed by the terms of the Plan, and in the case
of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall govern.
11. Severability. If any provision of this Agreement is, or becomes, or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person or the Award, or would disqualify the Plan or Award under any laws deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to the applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award, and the remainder of the Plan and Award shall
remain in full force and effect.
12. Notices. All notices required to be given under this Option shall be
deemed to be received if delivered or mailed as provided for herein to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.
To the Company: Genesco Inc.
1415 Murfreesboro Road
Nashville, Tennessee 37217-2895
Attn: General Counsel
To the Optionee: The address then maintained with respect to the Optionee
in the Company's records.
13. Governing Law. The validity, construction and effect of this Agreement
shall be determined in accordance with the laws of the State of Tennessee
without giving effect to conflicts of laws principles.
14. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this
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Agreement shall be determined by the Committee. Any determination made hereunder
shall be final, binding and conclusive on the Optionee and the Company for all
purposes.
15. Successors in Interest. This Agreement shall inure to the benefit of
and be binding upon any successor to the Company. This Agreement shall inure to
the benefit of the Optionee's legal representative and assignees. All
obligations imposed upon the Optionee and all rights granted to the Company
under this Agreement shall be binding upon the Optionee's heirs, executors,
administrators, successors and assignees.
IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock
Option Agreement to be duly executed effective as of the day and year first
above written.
GENESCO INC.
By: __________________________________
Optionee:
_____________________________________
Please Print
Optionee:
_____________________________________
Signature
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