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October 26, 1993
Exhibit 10(x)
Mr. Michael Corbett
1 Sunnybrook Road
Basking Ridge, NJ 07929
Dear Mike:
I am pleased to revise our offer to you for the position of Treasurer for
GENESCO.
1. BASE SALARY. Your base salary will be at the rate of $11,250.00 per month
as of the date you assume your duties on or before October 15, 1993.
2. INCENTIVE COMPENSATION. You will become eligible to participate in
GENESCO's Management Incentive Compensation Plan commencing with the
fiscal year beginning February 1, 1994 and ending January 31, 1995. You
will be eligible to earn a cash award of up to a maximum of 30% of your
aggregate base salary received during that fiscal year. The amount of and
conditions for earning each cash award earned by you shall be determined
under the provisions of the GENESCO Management Incentive Compensation Plan
applicable to that fiscal year. GENESCO has no present intention to make
a substantial change in the plan for the fiscal year ending January 31,
1995, or any subsequent fiscal year, but any change, substantial or
otherwise, that may be made would apply to you and all other participants
similarly situated.
For the fiscal year ending January 31, 1995, GENESCO will make a cash
payment to supplement any award you may receive under the 1995 Plan in an
amount equal to $15,000 less any award actually earned under the 1995
Plan. This special supplement payment, designed to assure you of a
minimum cash payment of $15,000, is applicable only to the fiscal year
ending January 31, 1995 and requires that you remain employed through your
payment date. Any future bonuses will be payable strictly in accordance
with the terms of any incentive plan then in effect.
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Mr. Michael Corbett
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October 26, 1993
3. SIGNING BONUS. As an inducement for you to accept this offer, in order to
defer expenses not covered by the relocation expense provision described
in section number seven of this letter, the Company will pay you a total
of $30,000, to be paid after completion of 30 days of employment at
GENESCO. In order to receive this payment, you must remain employed at
GENESCO through the payment date.
4. STOCK OPTIONS. We will recommend to the Compensation Committee of the
board of Directors that you be granted 2,000 shares of stock at the next
scheduled committee meeting.
5. BENEFITS. You will be entitled to participate in the employee benefit
plans which are generally available to management employees of the
Company. In addition, you will be eligible for coverage under the
following executive benefit programs:
Hospital Surgical Coverage for Dependents - The premium for the basic
Comprehensive Medical Plan for your dependents, in addition to your
personal coverage, will be absorbed by the Company.
Group Life Insurance - The premium for your group life insurance
under the company plan will be absorbed by the Company. The amount
of coverage under the group plan is $90,000. An equal amount of
Accidental Death and Dismemberment coverage is provided.
Medical Reimbursement Plan - Medical expenses for you and your
eligible dependents in excess of coverage provided by the GENESCO
Group Health Plan will be paid by the Company to an amount not to
exceed ten percent (10%) of your total annual compensation for the
preceding year. Employees who do not have "preceding year" earnings
will have a maximum based upon the current year. Credit for any
unused part of the benefit may not be carried forward from year to
year.
The following items are covered:
* hospital charges
* physician charges
* surgery, except cosmetic surgery
* x-ray
* laboratory
* physical examination
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Mr. Michael Corbett
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October 26, 1993
* dental
* eye examination
* lenses (but not more than one pair per person each 12 months)
* frames (but not more than pair per person each 36 months, up to
a maximum of $200)
In lieu of prescription eye glasses, contact lenses will be covered
up to $200 per person, each 12 months.
The following items are not covered by the Medical Reimbursement
Plan, but may be covered by the basic comprehensive medical plan
after an annual deductible.
* drugs
* private duty nursing
* medical equipment other than lenses and frames
The above benefits become effective the first of the month following one
full month of employment.
If you have any questions concerning these benefit plans, please contact
Buford Eubanks at (615) 367-7853.
6. ELECTION OF OFFICER. Our intent is to recommend to the Board of Directors
your election as Treasurer at the next regularly scheduled board meeting.
Upon your election as an officer, your benefits will change as follows:
A. GENESCO will apply for a $400,000 individual non-rated life insurance
policy to replace the $90,000 of group life coverage described above.
The issuance of a policy is subject to meeting the required
underwriting standards of the insurance company.
B. You will be reimbursed for actual tax preparation fees incurred.
C. You will be reimbursed up to $2,000 annually for financial/estate
planning fees.
7. RELOCATION EXPENSES. Genesco will provide the following relocation
reimbursements upon submission of itemized expense reports together with
supporting receipts or documentation if you complete your relocation to
Nashville.
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Mr. Michael Corbett
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October 26, 1993
- Transportation expense (26 cents per mile) from Mahwah and temporary
living expense for a period not to exceed three months until you
relocate your family to Nashville.
- Reimbursement for customary real estate brokerage commissions for the
sale of your current principal residence.
- GENESCO will pay direct moving costs of packing, transporting and
unpacking your family's household furnishings to your new principal
residence in Nashville.
- Reimbursement up to 1 1/2% of the new mortgage principal for
documented combination of points, loan origination fees and loan
discount fees actually incurred should you purchase a residence in
the Nashville area.
- Reimbursement of documented closing cost, excluding insurance,
interest and taxes on new principal residence.
- Reimbursement for miscellaneous documented relocation expenses not to
exceed one-half of one month's salary. Acceptable miscellaneous
expenses include automobile licensing, tags, sales tax, etc.;
driver's license; utility installation/connection fees (excluding
refundable deposits); window hardware, installation, draperies,
blinds/shades; baby-sitting; pet care; carpet/residence cleaning; and
incidental items of $25 or less.
You will be responsible for any taxes resulting from relocation
reimbursements. Copies of all documentation should be sent to Richard
Bawcom, Director of Compensation.
8. SEVERANCE. If the Company terminates your employment prior to the second
anniversary of your employment for any reason other than for Cause, you
will be entitled (i) to receive on the 20th day of each month for a six
month period commencing on the date of such termination (the "Severance
Period") severance payments at a rate equal to your monthly base salary in
effect immediately prior to the date on which a decision is made to
terminate your employment (but not less than $11,250.00), reduced by the
amount of any compensation you may earn from other employment (including
self-employment) during each such month. You will certify to the Company
each month as to whether you are engaged in other employment (including
self-employment) and the amount of compensation earned therefrom. This
severance arrangement is in lieu of any other severance
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Mr. Michael Corbett
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October 26, 1993
benefits you may be entitled to under the Company's policies or otherwise.
The term "Cause" as used herein shall mean (i) conviction of a felony;
(ii) the incurrence of a mental or physical disability continuing for a
period of 180 consecutive days which renders you unable to effectively
carry out the important duties or responsibilities assigned to you as an
employee of the Company, whether by reason of accident, illness or
otherwise; (iii) failure to make all reasonable efforts to follow the
expressed lawful directives of the Company's board of directors, its chief
executive officer, or the executive to whom you report; (iv) violation of
the Company's policies on ethical business conduct (a copy of such
policies currently in effect being attached as Exhibit A); (v) failure to
faithfully perform your duties as an employee of the Company; or (vi)
intentional or gross negligent misconduct by you injurious in any material
way to the interest of the Company. "Cause" shall not include mere bad
business judgment or any acts or omission, not covered by Item (i) or Item
(iii) through (vi) above reasonably believed by you in good faith to have
been in or not opposed to the best interest of the Company.
9. CONTRACTUAL RESTRICTIONS. It is not GENESCO's intent for you to violate
any agreements with previous employers. Your employment by GENESCO is
based upon your representation that your employment and the performance of
your duties on behalf of GENESCO will not violate or constitute a breach
of any contractual restrictions binding you.
10. CONDITIONS OF EMPLOYMENT. All management employees are subject to certain
conditions of employment. Such conditions include the execution and
delivery of GENESCO's Intellectual Property Agreement and acceptance of
and adherence to the terms and conditions of GENESCO's Policy on Ethical
Business Conduct. A copy of the Intellectual Property Agreement and a
copy of GENESCO's Policy on Ethical Business Conduct are enclosed for your
review. The Intellectual Property Agreement and the Ethical Business
Conduct reply form must be signed after you report to work. You also will
be required to provide proof of employment eligibility as required.
11. ENTIRE OFFER OF EMPLOYMENT. This letter sets forth GENESCO's entire offer
of employment and supersedes all prior communications, both written and
verbal, with respect thereto. This letter shall not be construed to limit
in any way the Company's latitude to terminate your employment at any time
with or without cause or to otherwise change from time to time your
duties, the location of your employment, or any of the terms and
conditions of your employment. Your
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0Mr. Michael Corbett
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October 26, 1993
employment at GENESCO will be on an "at will" basis. The compensation,
benefits, and prerequisites provided to you pursuant to this letter shall
be subject to any withholdings and deductions and other matters required
by any applicable tax laws.
Mike, I sincerely believe you can make a major contribution to the future
success of GENESCO. Please affirm your receipt and acceptance of our offer by
signing and returning the enclosed copy of this letter.
Sincerely,
/s/ James S. Gulmi
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James S. Gulmi
Acceptance /s/ Michael A Corbett Date: 10-27-93
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Michael Corbett
cc: Steve Little, Richard Bawcom
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