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EXHIBIT (10)x
NONQUALIFIED STOCK OPTION AGREEMENT
(as amended and restated through December 21, 1994)
This Nonqualified Stock Option Agreement is made as of the 12th day of
October, 1994 between GENESCO INC., a Tennessee corporation (hereinafter
called the "Company"), and David M. Chamberlain (hereinafter called the
"Optionee"), pursuant to authorization by the compensation committee of the
Company's board of directors (hereinafter called the "Committee").
The Company and the Optionee agree as follows:
1. GRANT OF OPTION. As of the date hereof, the Company hereby grants
to the Optionee the right and option (hereinafter called the "Option") to
purchase an aggregate of 100,000 shares of its authorized common stock
(hereinafter called the "Stock"), subject to the terms and conditions of this
agreement. The Option granted hereunder is not an incentive stock option
within the meaning of section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. PURCHASE PRICE. The purchase price of the shares of Stock covered
by the Option shall be $2.38 per share (the "Option Price") and shall be
payable either in cash or by delivery of shares of Stock having a Fair Market
Value (as defined below) on the date of exercise equal to the total purchase
price of the shares to be purchased on such date, together with any applicable
taxes required to be withheld by the Company or a Subsidiary (as defined below)
or Parent (as defined below) of the Company as provided in Section 7. The
Optionee shall not have any of the rights of a shareholder with respect to any
of the shares of Stock subject to an Option or with respect to shares issuable
upon surrender of the right to exercise an Option, unless and until he shall
become the holder of record of such shares.
"Fair Market Value" means the reported closing price of the Stock on the
New York Stock Exchange - Composite Transactions on the relevant date or,
if no shares are traded on that date, the reported closing price on the
next preceding date on which shares were traded. In the event the Stock
is no longer reported on the New York Stock Exchange - Composite
Transactions, Fair Market Value shall be determined by such other method
as the Committee in good faith deems appropriate without regard to any
restriction other than a restriction which, by its terms, will never lapse.
"Parent" means a parent corporation as defined in section 424(e) of the
Code.
"Subsidiary" means a subsidiary corporation as defined in section 424(f)
of the Code.
3. TERM OF OPTION. The Option shall terminate at 5:00 p.m.
(Nashville, Tennessee time) on October 12, 2004.
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4. EXERCISE OF OPTION. All of the shares subject to the Option may
be purchased after April 12, 1995; or immediately upon a change of control
(as defined below) of the Company.
The term "change in control" means a change in 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
amended (the "Exchange Act") as in effect on the date of this stock option
agreement, provided that, without limitation, such a change in control shall
be deemed to have occurred if and when (A) any "person" (as such term is
defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) 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 (B) 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.
5. CAPITAL ADJUSTMENTS AND CORPORATE REORGANIZATIONS. In the event
of any change in the outstanding shares of Stock by reason of a Stock dividend,
split or combination, a recapitalization or reclassification, or a
reorganization, merger or consolidation in which the Company is the surviving
corporation or other similar change affecting the Stock, the number and class
of shares then subject to the Option and for which the Option may thereafter
be exercised and the amounts per share of Stock payable upon exercise or
surrender of such Option shall be appropriately adjusted by the Committee to
reflect such change. No fractional shares shall be issued as a result of such
adjustment. In the event of a dissolution of the Company or a reorganization,
merger or consolidation in which the Company is not the surviving corporation,
the Company by action of the Committee shall either (i) terminate outstanding
and unexercised Options as of the effective date of such dissolution, merger
or consolidation by giving notice to the Optionee of its intention to do so
and permitting the exercise, during a period prior to such effective date to
be specified by the Committee, of all outstanding and unexercised Options or
portions thereof, provided that no Option shall become exercisable hereunder
either after the expiration date thereof or prior to six months from date of
grant thereof, or (ii) in the case of such reorganization, merger or
consolidation, arrange for an appropriate substitution of shares or other
securities of the corporation with which the Company is reorganized, merged or
consolidated in lieu of the shares of Stock which are subject to such
outstanding and unexercised Options.
6. NON-TRANSFERABILITY. The Option may not be assigned, pledged or
otherwise transferred except by will or the laws of descent and distribution
and, during the Optionee's lifetime, may be exercised only by the Optionee.
7. WITHHOLDING TAXES. Upon exercise of an Option which requires the
Company at the time of exercise to withhold any Federal, state or local income
or other taxes by reason of the exercise of such Option, the Optionee shall
tender to the
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Company along with payment of the total Option Price of the shares an amount in
cash equal to such withholding taxes as determined by the Company. In the
alternative, the Committee may require that the Company withhold from the
shares to be received by the Optionee upon exercise of the Option shares of
Stock having an aggregate Fair Market Value on the date of exercise at least
equal to the applicable withholding taxes. If the exercise of an Option will
give rise to an obligation to withhold Federal income taxes subsequent to the
date of exercise, the Committee may, in its sole discretion, require the
Optionee to place the shares of Stock purchased under the Option in escrow for
the benefit of the Company until such time as any amount is required to be
included in the gross income of the Optionee as a result of the exercise of the
Option. The Committee may, in its sole discretion, at any time require that
the Optionee pay the applicable withholding taxes to the Company in cash, in
which case the shares of Stock shall be released from escrow to the Optionee.
Alternatively, the Committee, in its sole discretion, may direct the Company to
accept the shares of Stock held in escrow to satisfy the Company's withholding
obligation based on the Fair Market Value of the shares on the date of the
termination of the escrow arrangement. Upon application of such shares to the
Company's withholding obligation, any shares of Stock held in escrow which are
not, in the sole judgment of the Committee, necessary to satisfy such
obligation shall be released from escrow to the Optionee.
8. GOVERNING LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of Tennessee.
IN WITNESS WHEREOF, this agreement has been duly executed by the Company
and the Optionee.
GENESCO INC.
By: /s/ Joel C. Gordon
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Title: Member of Compensation Committee
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OPTIONEE
/s/ David M. Chamberlain
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