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EXHIBIT (10)f
GENESCO INC.
MANAGEMENT INCENTIVE COMPENSATION PLAN
FISCAL YEAR ENDING JANUARY 31, 1996
1. PURPOSE.
The purposes of the Genesco Inc. Management Incentive Compensation Plan (the
Plan) are to motivate and reward a greater degree of excellence and teamwork
among the senior executives of the Company by providing incentive compensation
award opportunities; to provide attractive and competitive total cash
compensation opportunities for exceptional corporate and business unit
performance; to reinforce the communication and achievement of the mission,
objectives and goals of the Company; and to enhance the Company's ability to
attract, retain and motivate the highest caliber senior executives. The
purposes of the Plan shall be carried out by payment to eligible participants
of annual incentive cash awards, subject to the terms and conditions of the
Plan and the discretion of the Compensation Committee.
2. AUTHORIZATION.
On April 26, 1995 the board of directors of the Company approved the Plan,
which is effective only with respect to the Plan Year.
3. SELECTION OF PARTICIPANTS.
Participants shall be selected by the Chief Executive Officer from among the
full-time management employees of the Company who serve in senior operational,
administrative, professional or technical capacities. The Chief Executive
Officer shall not be eligible to participate in the Plan.
4. PARTICIPANTS ADDED DURING PLAN YEAR.
A person selected for participation in the Plan after the beginning of the Plan
Year will be eligible to earn a prorated portion of the award the participant
might have otherwise earned for a full year's service under the Plan, provided
the participant is actively employed as a participant under the Plan for at
least 120 days during the Plan Year. The amount of the award, if any, earned
by such participant shall be conclusively determined by the Chief Executive
Officer based on the number of full months of the Plan Year during which the
employee participated in the Plan and on such other criteria as the Chief
Executive Officer deems relevant.
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5. DISQUALIFICATION FOR UNSATISFACTORY PERFORMANCE.
Any participant whose performance is found to be unsatisfactory or who shall
have violated in any material respect the Company's Policy on Ethical Business
Conduct shall not be eligible to receive an award under the Plan. Any
determination of unsatisfactory performance or of violation of the Company's
Policy on Ethical Business Conduct shall be made by the Chief Executive
Officer. Participants who are found ineligible due to unsatisfactory
performance will be so notified in writing prior to October 31, 1995.
6. TERMINATION OF EMPLOYMENT.
A participant whose employment is terminated voluntarily or involuntarily,
except by reason of death or voluntary retirement, prior to the end of the Plan
Year shall not be eligible to receive an award under the Plan. A participant
who voluntarily retires or the estate of a participant who dies during the Plan
Year will be eligible to receive a prorated portion of the award the
participant would have otherwise received for a full year's service under the
Plan, provided the participant is actively employed as a participant under the
Plan for at least 120 days during the Plan Year. The amount of any award
payable to such retired participant or the estate of such deceased participant
shall be conclusively determined by the Chief Executive Officer based on the
number of full months of the Plan Year during which the retired or deceased
employee participated in the Plan and such other criteria as the Chief
Executive Officer may deem relevant. A participant who has received or is
receiving severance pay at the end of the Plan Year shall be considered a
terminated employee and shall not be eligible to receive an award under the
Plan.
7. AMOUNT OF AWARDS.
Participants are eligible to earn cash awards as specified by the Chief
Executive Officer. The Chief Executive Officer will determine each
participant's target award amount which cannot exceed 35% of the participant's
base salary.
The amount of the award, if any, earned by each participant shall be based on
achievement of EBIT and ASSET goals of a Business Unit or Corporate Staff EBIT
and Corporate ASSET goals or Corporate EBIT and Total Asset goals or defined
strategic business goals to be approved by the Chief Executive Officer prior to
April 30, 1995 and, under certain circumstances specified in this Section 7,
overall Corporate EBIT and Total ASSET goals. If the applicable minimum
earnings before interest and taxes and asset goals are achieved, then the
amount of the award earned by a participant shall be at least 60% of the target
award. The maximum award earned shall be six times the target award for truly
superior results.
Subject to the limitations set forth in this Section 7, determination of awards
payable to participants (i) who are Business Unit Presidents will be based 50%
on Business Unit EBIT and ASSET goals ("Unit Goals"), 25% on Corporate EBIT and
Total ASSET goals ("Corporate
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Goals") and 25% on defined strategic business goals ("Strategic Goals") agreed
upon by the Chief Executive Officer not later than April 30 of the Plan Year;
(ii) who are Business Unit participants will be based 75% on Unit Goals and 25%
on Strategic Goals; and (iii) who are Corporate staff participants will be
based 75% on Corporate Goals or 75% on Corporate Staff EBIT and Corporate Asset
goals ("Corporate Staff Goals") and 25% on Strategic Goals agreed upon by the
Chief Executive Officer not later than April 30 of the Plan Year.
The applicable Unit Goals, Corporate Goals, and Corporate Staff Goals shall be
specified as a range which will serve as the basis for determining the minimum
and maximum portion of a participant's award earned based on achievement of
such goals.
Business Unit President's pay out as a percentage of the target payable with
respect to the Corporate Goals cannot exceed the pay out percentage of the
target payable with respect to the Unit Goals. None of that portion of a
participant's award based on achievement of Strategic Goals shall be paid,
unless some award on the applicable Unit Goals or for corporate staff
participants, Corporate Goals or Corporate Staff Goals are payable to the
participant; Except that, upon recommendation of the Chief Executive Officer,
the Compensation Committee may approve payment of all or a part of any portion
of the award to the participant based on outstanding individual performance or
achievement of significant Strategic Goals, notwithstanding the failure to
achieve the Unit Goals, Corporate Goals, or Corporate Staff Goals.
Participants may earn a multiple of the Strategic Goals at the same ratio
earned for achievement of Unit Goals or Corporate Goals.
Unless otherwise directed by the Compensation Committee, the annual business
plan approved by the Company's board of directors for purposes of the Plan
shall be the principal factor considered by the Chief Executive Officer in
specifying the applicable goals. In order to fairly and equitably reward
outstanding performance, the Compensation Committee may adjust the operating
results of any Business Unit or of the Company for purposes of the Plan to
reflect unusual or nonrecurring charges or credits to income, changes in
accounting principles and other factors not taken into consideration in
establishing the applicable goals.
In the event of a significant change in the responsibilities and duties of a
participant during the Plan Year, the Chief Executive Officer shall have the
authority, in his sole discretion, to terminate the participant's participation
in the Plan, if such change results in diminished responsibilities, or to make
such changes as he deems appropriate in (i) the target award the participant is
eligible to earn, (ii) the participant's applicable goal(s) and (iii) the
period during which the participant's applicable target award applies.
8. PAYMENT OF AWARDS.
Any awards payable under the Plan (including awards with respect to
participants who die or voluntarily retire during the Plan Year) will be made
in cash, net of applicable withholding taxes, as soon as reasonably practicable
after the end of the Plan Year, but in
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no event prior to the date on which the Company's audited financial statements
for the Plan Year are reviewed by the audit committee of the Company's board of
directors.
9. PLAN ADMINISTRATION.
The Chief Executive Officer shall have final authority to interpret the
provisions of the Plan. Interpretations by the Chief Executive Officer which
are not patently inconsistent with the express provisions of the Plan shall be
conclusive and binding on all participants and their designated beneficiaries.
It is the responsibility of the Vice President Administration (i) to cause each
person selected to participate in the Plan to be furnished with a copy of the
Plan and to be notified in writing of such selection, the applicable goals and
the range of the awards for which the participant is eligible; (ii) to cause
the awards to be calculated in accordance with the Plan; and (iii) except to
the extent reserved to the Chief Executive Officer or the Compensation
Committee hereunder, to administer the Plan consistent with its express
provisions.
10. NON-ASSIGNABILITY.
A participant may not at any time encumber, transfer, pledge or otherwise
dispose of or alienate any present or future right or expectancy that the
participant may have at any time to receive any payment under the Plan. Any
present or future right or expectancy to any such payment is non-assignable and
shall not be subject to execution, attachment or similar process.
11. MISCELLANEOUS.
Nothing in the Plan shall interfere with or limit in any way the right of the
Company to terminate any participant's employment or to change any
participant's duties and responsibilities, nor confer upon any participant the
right to be selected to participate in any incentive compensation plans for
future years. Neither the Chief Executive Officer, the Vice President
Administration, nor the Compensation Committee shall have any liability for any
action taken or determination made under the Plan in good faith.
12. BINDING ON SUCCESSORS.
The obligations of the Company under the Plan shall be binding upon any
organization which shall succeed to all or substantially all of the assets of
the Company, and the term Company, whenever used in the Plan, shall mean and
include any such organization after the succession. If the subject matter of
this Section 12 is covered by a Change-In-Control agreement or similar
agreement which is more favorable to the participant than this Section 12, such
other agreement shall govern to the extent applicable and to the extent
inconsistent herewith.
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13. DEFINITIONS.
"ASSET" means the average of all the assets employed in a particular Business
Unit during the Plan Year as reflected on the Company's books for internal
reporting purposes (including capitalized leased rights but excluding cash,
land and buildings), reduced by the amount of merchandise accounts payable for
purchases of inventory.
"BUSINESS UNIT" means any of the Company's business units or any combination of
two or more of the profit centers which comprise Genesco Inc.
The "CHIEF EXECUTIVE OFFICER" means the chairman, president and chief executive
officer of the Company.
The "COMPANY" means Genesco Inc.
The "COMPENSATION COMMITTEE" means the compensation committee of the board of
directors of the Company.
"CORPORATE ASSET" means the average of all the assets employed in Company's
continuing operations plus corporate staff departments during the Plan Year as
reflected on the Company's books for internal reporting purposes (including
capitalized leased rights but excluding cash, land and buildings), reduced by
the amount of merchandise accounts payable for purchases of inventory.
"CORPORATE EBIT" means net earnings plus interest and taxes of the Company for
the Plan Year determined in accordance with generally accepted accounting
principles as reported in the audited financial statements of the Company for
the Plan Year contained in the Company's report to shareholders for such Plan
Year as adjusted for any adjustments to strategic investments/expenditures for
the Business Units.
"CORPORATE STAFF EBIT" means pretax earnings of the continuing operations plus
interest of the Company for the Plan Year determined in accordance with
generally accepted accounting principles as adjusted for any adjustments to
strategic investments/expenditures for the Business Units.
"EBIT" of a Business Unit means pretax earnings before interest of such
Business Unit as determined for corporate internal reporting purposes
decreasing EBIT for strategic investments/expenditures that are below plan and
increasing EBIT for strategic investments/expenditures that are approved and
that are above plan.
The "PLAN" means this Management Incentive Compensation Plan for the Plan Year.
"PLAN YEAR" means the fiscal year of the Company ending January 31, 1996.
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"TOTAL ASSET" means the average of all assets of the Company during the Plan
Year as reflected on the Company's books for internal reporting purposes.
The "VICE PRESIDENT ADMINISTRATION" means the vice president administration of
Genesco Inc.
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