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Exhibit 10(w)
GENESCO Genesco Inc.
[LOGO] Genesco Park, Suite 490
P O Box 731
Nashville, Tennessee 37202-0731
615 367 7447
______________________________________________________________________________
E. Douglas Grindstaff
President and Chief Executive Officer
December 8, 1993
Mr. Thomas B. Clark
8220 Wikle Road East
Brentwood, Tennessee 37027
Dear Tom:
Genesco Inc. (the "Company") is pleased to confirm your employment as
executive vice president-administration and general counsel of the Company
upon the terms and conditions hereinafter set forth:
1. TITLE; DUTIES. You will be elected executive vice president
and general counsel of the Company as soon as practicably possible after the
date of your acceptance of this Agreement reporting directly to the chief
executive officer. You will be responsible for the Company's legal, human
resources, audit and security, public and investor relations and such
additional areas of responsibility as may be assigned to you by the Company's
chief executive officer and will be headquartered in the Company's executive
offices in Nashville, Tennessee.
2. TERM OF AGREEMENT; EFFECTIVE DATE. The term of this Agreement
begins on the date you first assume your duties on a full-time basis (the
"Effective Date"), which will be no later than February 1, 1994, and expires on
the earlier to occur of (i) January 31, 1997, (ii) the date of your death or
(iii) the date of your discharge for Cause, unless extended upon a Change of
Control as provided in Section 8 below; provided, however, that the provisions
of Section 8 below shall remain in effect beyond the term of this Agreement in
accordance with its terms.
3. BASE SALARY. During the term of this Agreement, you will be
entitled to receive a base salary at a rate of $20,833.33 a month. Your base
salary will be reviewed annually on or before October 31, 1995 and October 31,
1996, at which time you will be considered for an increase based on the
Company's operating results and financial condition and your individual
performance and achievements, it being understood and agreed that any increase
shall be in the sole discretion of the Committee.
4. ANNUAL CASH BONUS. You will be eligible to receive a cash
bonus with respect to each Fiscal Year in an amount up to 80% of the base
salary paid to you during the Fiscal Year pursuant to the Company's management
incentive compensation plan; provided, however, that a cash bonus of not less
than $100,000 shall be payable with respect to Fiscal Years 1995 and 1996. Any
annual bonus payable to you pursuant
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Mr. Thomas B. Clark
December 8, 1993
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to this Section 4 shall be determined and paid within ninety days after the end
of the Fiscal Year.
5. STOCK OPTION. The Committee will grant to you pursuant to the
terms of the Stock Option Plan stock options to purchase a total of 75,000
shares of Genesco's common stock. The stock option grant will be made as soon
as practicable after the date hereof. The incentive option will be for the
maximum number of shares permitted under Section 422(d) of the Internal Revenue
Code, and the remaining shares, if any, will be subject to a non-qualified
option. The options will be for a term of 10 years and will be exercisable at
the exercise price for 25,000 shares one year after the date of grant, for
50,000 shares two years after the date of grant and for the full 75,000 shares
three years after the date of grant. The Committee will also consider granting
to you an additional option for at least 25,000 shares on or before December
31, 1994, but the granting of any additional options and the number of shares
subject to any such option shall be at the sole discretion of the Committee.
6. OTHER EXECUTIVE BENEFITS. During the term of this Agreement,
you will be entitled to participate in or receive benefits under all employee
benefit plans and optional executive benefits and perquisites which are
generally made available to the senior corporate officers of the Company.
Those currently include Company-paid life insurance, supplemental medical
insurance, car allowance and tax and financial planning reimbursement. In lieu
of the executive life insurance benefit currently provided corporate officers,
the Company will pay future premiums on your Connecticut Mutual life insurance
policy (No. 4700073) and will reimburse you for the pro rata portion of your
annual premium paid August 17, 1993 in the amount of $5,250.
7. CONTRACTUAL RESTRICTIONS. You represent to the Company that
your employment by the Company and the performance of your duties hereunder
will not violate or constitute a breach of any contractual restriction binding
on you.
8. CHANGE OF CONTROL. In the event of a Change of Control at any
time while you are employed by the Company, you shall thereafter be employed
for a term of three years from the date on which a Change of Control occurs
(such three-year term following a Change of Control being referred to as the
"Extended Term") and your employment by the Company thereafter shall be upon
the following terms:
(a) During the Extended Term you will be entitled to exercise such
authority and perform such executive duties as are commensurate with
those being performed by you immediately prior to the date on which a
Change of Control occurs, such services to be performed primarily at the
executive offices of the Company. During the Extended Term you will have
the opportunity for base salary increases from time to time in accordance
with the Company's regular compensation practices and will be eligible to
participate on a reasonable basis in all bonus, stock option and other
incentive compensation plans which provide opportunities for you to
receive compensation equal to those available to you under the plans in
which you were participating immediately prior to the date on which a
Change of Control occurs. You will also be entitled to receive
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Mr. Thomas B. Clark
December 8, 1993
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employee and fringe benefits equivalent to those to which you
were entitled immediately prior to the date on which a Change of
Control occurs.
(b) In the event (i) the Company terminates your employment for any
reason other than for Cause or (ii) the Company makes a
significant change in the nature or significant reduction in the scope
of your authority or duties from those exercised or performed by you
immediately prior to the date on which a Change of Control occurs or
otherwise breaches any provision of this Agreement in any material
respect or (iii) you make a reasonable, good faith determination that,
as a result of a Change of Control and changed circumstances thereafter
significantly affecting your position, you are unable to exercise the
authority or perform the duties of your position as contemplated in
this Section 8, any of such events being referred to herein as a
"Terminating Event," then you shall be relieved of any responsibility
to perform your duties as an executive officer of the Company, and the
Company shall nonetheless be obligated to pay to you your base salary
through the end of the month in which the Terminating Event occurs,
plus a cash bonus equal to one-half of the maximum annual bonus for
which you would have been eligible for the Fiscal Year in which the
Terminating Event occurs multiplied by a fraction, the numerator of
which is the number of days from February 1 of such Fiscal Year to the
date of the Terminating Event and the denominator of which is 365.
During the remainder of the Extended Term following a Terminating Event
(a) the Company shall pay you in monthly installments the sum of (i) an
amount equal to the monthly base salary you were receiving at the time
of the Terminating Event plus (ii) an amount equal to the average of
the annual bonuses paid to you for the two Fiscal Years next preceding
the Terminating Event (excluding any Fiscal Year in which no bonus was
paid) divided by twelve, but in no event less than $8,333 per month if
a Terminating Event occurs in Fiscal Year 1995 or 1996. You shall also
continue to be entitled to all benefits and service credit for benefits
under employee benefit plans of the Company during the remainder of the
Extended Term as if you were still employed. To the extent that such
benefits or service credit for benefits are not payable or provided
under any plans to you, your dependents, beneficiaries or estate
because you are no longer an employee of the Company, the Company shall
itself pay or provide for payment of such benefits to you, your
dependents, beneficiaries or estate.
(c) You agree that there shall be no obligation on the part of the
Company to provide any payments or benefits described in
subsection 8(b) if, during the Extended Term that such payments are to
be made or benefits to be provided, (i) you become employed by or are
otherwise engaged or financially interested in any business which is
competitive with any business of the Company or any of its subsidiaries
in which the Company or any such subsidiary was engaged during your
employment and (ii) such employment or competitive conduct or financial
interest is likely to cause, or causes, material damage to the Company
or any of its subsidiaries.
(d) You agree that during and after the Extended Term you will not
divulge or appropriate to your own use or to the use of others any
secret or
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Mr. Thomas B. Clark
December 8, 1993
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confidential information or knowledge pertaining to the
business of the Company or any of its subsidiaries which you obtain
during your employment by the Company.
(e) If a Terminating Event occurs, you agree to make
reasonable efforts to mitigate damages by seeking other employment;
provided, however, that you will neither be required to accept a
position of substantially different character than the position held by
you with the Company immediately prior to the date on which a Change of
Control occurs or a position which would cause you to violate your
fiduciary duties to the Company or the terms of this Agreement nor be
required to accept a position in a location which is unreasonable,
given your personal circumstances. To the extent that you receive
compensation or benefits or service credit for benefits from other
employment, the payments and the benefits described in subsection 8(b)
shall be correspondingly reduced.
(f) If a Terminating Event occurs, you may elect, within sixty
days after the date of such Terminating Event, to be paid a lump sum
severance allowance, in lieu of the monthly payments and benefits
described in subsection 8(b), in an amount which is equal to the lump
sum present value, determined on a reasonable basis, of the sum of (i)
the monthly base salary and bonus payments payable following a
Terminating Event during the remainder of the Extended Term or for 24
calendar months, whichever is less, plus the pro rata share of any
bonus which would have been payable for the Fiscal Year in which the
Terminating Event occurs and (ii) the pension benefits you would have
accrued under any qualified pension or retirement benefit plan
maintained by the Company in which you would have been entitled to
participate if you had remained in the employ of the Company for the
remainder of the Extended Term or for 24 months, whichever is less. The
present value of such lump sum payment shall be determined by
discounting expected payments and benefits at a rate equal to the
interest rate of 26-week Treasury Bills at the most recent auction as
published in The Wall Street Journal. If you elect to receive a lump
sum severance allowance, you will be under no duty to mitigate
severance payments and will not be restricted from becoming employed by
or otherwise engaged or financially interested in any competitive
business as provided above.
9. DEFINITIONS. The following terms and phrases used this
Agreement shall have the meanings ascribed to them below:
Agreement means this letter agreement dated December 8, 1993
between Thomas B. Clark and Genesco Inc.
Board means the full board of directors of Genesco Inc.
Cause means (i) a material failure to comply with the Company's
policy on ethical business conduct in the course of employment by the
Company, (ii) commission of a felony, (iii) any material failure to faithfully
perform duties imposed as an employee of the Company or comply with the terms
of this Agreement, (iv) failure to accept any office to which elected by the
Board consistent with the provisions of this
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Mr. Thomas B. Clark
December 8, 1993
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Agreement, (v) a material failure to follow the expressed, lawful directives of
the Board, (vi) the incurrence of any Disability or (vii) any other personal
conduct which is substantially prejudicial or injurious to the interests of the
Company.
Change of Control means a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934 as in effect on the
date of this Agreement; provided that, without limitation, such a change of
control shall be deemed to have occurred if and when (i) any "person" (as such
term is defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange
Act of 1934) is or becomes a beneficial owner, directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities or (ii) individuals who were
members of the board of directors of the Company immediately prior to a meeting
of the shareholders of the Company involving a contest for the election of
directors do not constitute a majority of the board of directors following such
election.
Committee means the compensation committee of the Board or such other
committee which exercises substantially the same responsibilities delegated to
the compensation committee on the date hereof.
Company means Genesco Inc., a Tennessee corporation.
Disability means inability to perform duties as a senior executive
officer of the Company by reason of a medically determinable, physical or
mental impairment which has lasted or can be expected to last for a continuous
period of at least six months.
Effective Date is defined in Section 2 of this Agreement.
Extended Term is defined in Section 8 of this Agreement.
Fiscal Year means the fiscal year of the Company ending January 31
(e.g., Fiscal Year 1994 is the fiscal year ending January 31, 1994).
Stock Option Plan means the Company's 1987 stock option plan approved
by shareholders of the Company on June 16, 1987, as subsequently amended and as
may be amended in the future from time to time.
Terminating Event is defined in Section 8.
10. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Tennessee applicable to contracts
made and to be wholly performed within that State.
11. NOTICES. Any notice required or permitted hereunder shall be
either hand delivered or shall be sent by registered or certified mail, return
receipt requested, addressed, if to Genesco to its corporate headquarters,
attention of the
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Mr. Thomas B. Clark
December 8, 1993
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corporate secretary, and, if to you, to your residence address indicated above
or to such other address as you may have previously designated for such
purpose.
12. ASSIGNMENT. You acknowledge that the services to be rendered
by you pursuant to this Agreement are unique and personal and that you may not
assign any of your rights or obligations under this Agreement. The rights and
obligations of the Company under this Agreement shall inure to the benefit of
and shall be binding upon any successor in interest to the Company by merger or
consolidation or by assignment in connection with the sale of substantially all
of the assets of the Company.
13. ENTIRE AGREEMENT; AMENDMENT OR WAIVER. This Agreement sets
forth the Company's entire offer of employment. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by the Company which are not set forth
expressly in this Agreement. No provision of this Agreement may be modified or
waived, unless such waiver or modification is agreed to in writing and is
signed by you and an executive officer of the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any provision of this Agreement to be performed or observed by
the other party shall be deemed a waiver of any other provision at the same
time or the same or any other provision at any prior or subsequent time.
Please confirm your acceptance of the Company's offer of employment
upon the terms and conditions set forth in this Agreement by signing and
returning to the Company the enclosed copy of this letter.
Very truly yours,
GENESCO INC.
By /s/ E. Douglas Grindstaff
E. Douglas Grindstaff
President and Chief Executive Officer
Confirmed and agreed:
/s/ Thomas B. Clark
Thomas B. Clark