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EXHIBIT 4.1
GENESCO EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
1.1 ESTABLISHMENT OF PLAN
Genesco Inc., a Tennessee corporation ("Genesco") with principal
offices located in Nashville, Tennessee, adopts the following employee stock
purchase plan for its eligible employees, effective on October 1, 1995, subject
to Section 3.1. This Plan shall be known as the Genesco Employee Stock Purchase
Plan.
1.2 PURPOSE
The purpose of this Plan is to provide an opportunity for eligible
employees of the Employer to become shareholders in Genesco. It is believed
that broad-based employee participation in the ownership of the business will
help to achieve the unity of purpose conducive to the continued growth of the
Employer and to the mutual benefit of its employees and shareholders.
1.3 QUALIFICATION
This Plan is intended to be an employee stock purchase plan which
qualifies for favorable Federal income tax treatment under Section 423 of the
Code.
ARTICLE II
DEFINITIONS
As used herein, the following words and phrases shall have the
meanings specified below:
2.1 CLOSING MARKET PRICE
The last sale price of the Stock as reported on the New York Stock
Exchange on the date specified or, if no sales occurred on such day, on the
most recent day when sales occurred; but if there should be any material
alteration in the present system of reporting
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sales prices of such Stock, or if such Stock should no longer be listed on the
New York Stock Exchange, the market value of the Stock as of a particular date
shall be determined in such a method as shall be specified by the Plan
Administrator.
2.2 CODE
The Internal Revenue Code of 1986, as amended from time to time.
2.3 CONTRIBUTION ACCOUNT
The account established on behalf of a Participant to which shall be
credited the amount of the Participant's contribution, pursuant to Article V.
2.4 EMPLOYEE
Each employee of an Employer (a) whose total annual base salary is
less than $100,000, (b) who is not a Statutory Insider, and (c) whose customary
employment by the Employer is greater than 20 hours per week and greater than
five months per year.
2.5 EMPLOYER
Genesco or any corporation (i) which is a Subsidiary of Genesco, (ii)
which is authorized by the Board of Directors to adopt this Plan with respect
to its Employees, and (iii) which adopts this Plan. The term "Employer" shall
include any corporation into which an Employer may be merged or consolidated or
to which all or substantially all of its assets may be transferred, provided
such corporation does not affirmatively disavow this Plan.
2.6 EXERCISE DATE
The last trading date of the Plan Year on the New York Stock Exchange.
2.7 EXERCISE PRICE
The price per share of the Stock to be charged to Participants at the
Exercise Date, as determined in Section 6.3.
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2.8 FIVE-PERCENT SHAREHOLDER
An Employee who owns five percent or more of the total combined voting
power or value of all classes of stock of Genesco or any Subsidiary thereof. In
determining this five percent test, shares of stock which the Employee may
purchase under outstanding options, as well as stock attributed to the Employee
under Section 424(d) of the Code, shall be treated as stock owned by the
Employee in the numerator, but shares of stock which may be issued under
options shall not be counted in the total of outstanding shares in the
denominator.
2.9 GRANT DATE
The first trading date of the Plan Year on the New York Stock Exchange.
2.10 PARTICIPANT
Any Employee of an Employer who has met the conditions for eligibility
as provided in Article IV and who has elected to participate in the Plan.
2.11 PLAN
The Genesco Employee Stock Purchase Plan.
2.12 PLAN ADMINISTRATOR
The committee composed of one or more individuals to whom authority is
delegated by Genesco's board of directors to administer the Plan. The Plan
Administrator shall initially be the Compensation Committee of Genesco's board
of directors.
2.13 PLAN YEAR
A 12 month period beginning on the first day of October and ending on
the last day of September in the following calendar year. The initial Plan Year
shall commence on October 1, 1995 and end on September 30, 1996.
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2.14 SHARES
Those shares of common stock of Genesco which are reserved pursuant to
Section 6.1 for issuance upon the exercise of options granted under this Plan.
2.15 STATUTORY INSIDER
Any individual subject to Section 16(a) of the Securities Exchange Act
of 1934, as amended, and any other person so designated by resolution of the
Board of Directors.
2.16 SUBSIDIARY
Any corporation in an unbroken chain of corporations beginning with
Genesco each of which (other than the last corporation in the chain) owns stock
possessing 50% or more of the combined voting power of all classes of stock in
one of the other corporations in such chain.
ARTICLE III
SHAREHOLDER APPROVAL
3.1 SHAREHOLDER APPROVAL OF PLAN
If the Plan is not approved by the shareholders of Genesco before
October 1, 1995, it shall not take effect.
3.2 SHAREHOLDER APPROVAL FOR CERTAIN AMENDMENTS
Without the approval of the shareholders of Genesco, no amendment to
this Plan shall
(i) increase the number of Shares reserved under the Plan, other
than as provided in Section 10.3;
(ii) make participation in the Plan available to any person who is
not an Employee; or
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(iii) make participation in the Plan available to employees or any
corporation other than Genesco or any Subsidiary which adopts
the Plan.
Approval by shareholders must comply with applicable provisions of the
corporate charter and bylaws of Genesco, and with Tennessee law prescribing the
method and degree of shareholder approval required for issuance of corporate
stock or options.
ARTICLE IV
ELIGIBILITY AND PARTICIPATION
4.1 CONDITIONS
Each Employee shall become eligible to become a Participant on October
1, 1995 or any October 1 thereafter if such Employee has been employed by the
Employer for a continuous period of at least six months prior to such date. No
Employee who is a Five-Percent Shareholder shall be eligible to participate in
the Plan. Notwithstanding anything to the contrary contained herein, no
individual who is not an Employee shall be granted an option to purchase Shares
under the Plan.
4.2 APPLICATION FOR PARTICIPATION
Each Employee who becomes eligible to participate shall be furnished a
summary of the Plan and an enrollment form. If such Employee elects to
participate hereunder, he shall complete such form and file it with his
Employer no later than the next September 15. The completed enrollment form
shall indicate the amount of Employee contribution authorized by the Employee.
If no new enrollment form is filed by a Participant in advance of any Plan Year
after the initial Plan Year, that Participant shall be deemed to have elected
to continue to participate with the same contribution previously elected
(subject to the limit of 15% of base pay).
4.3 DATE OF PARTICIPATION
All Employees who elect to participate shall be enrolled in the Plan
commencing with the first paydate after the October 1 following their
submission of the enrollment form. Upon becoming a Participant, the Participant
shall be bound by the terms of this Plan, including any amendments whenever
made.
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ARTICLE V
CONTRIBUTION ACCOUNT
5.1 EMPLOYEE CONTRIBUTIONS
The enrollment form signed by each Participant shall authorize the
Employer to deduct from the Participant's compensation an after-tax amount in
an exact number of dollars during each payroll period which may not be less
than five dollars ($5.00) nor more than 15% of the Participant's base pay on
the October 1 on which his enrollment is effective. The term "base pay" shall
be determined before subtracting any of the Employee's contributions to the
Genesco 401(k) plan and the Flexible Spending Accounts Plan. The dollar amount
deducted on each paydate shall be credited to the Participant's Contribution
Account. No interest will accrue on any contributions or on the balance in a
Participant's Contribution Account. The Company's obligations to Participants
with respect to the Contributions under the Plan are unfunded and secured and
Participants, their heirs and Legal Representatives are unsecured general
creditors with no legal rights or claims to any particular assets of the
Company.
5.2 MODIFICATION OF CONTRIBUTION RATE
No change shall be permitted in a Participant's amount of withholding
except upon October 1, and then only if the Participant files a new enrollment
form with the Employer at least 15 days in advance of such date designating the
desired withholding rate; except that a Participant may notify the Employer at
any time (except during the period from September 15 through September 30) that
he wishes to discontinue his contributions. This notice shall be in writing and
on such forms as provided by the Employer and shall become effective as of a
date provided on the form not more than 30 days following its receipt by the
Employer.
5.3 WITHDRAWAL OF CONTRIBUTIONS
A Participant may elect to withdraw the balance of his Contribution
Account at any time during the Plan Year prior to the Exercise Date (except
during the period from September 15 through September 30). The option granted
to a Participant shall be canceled upon his withdrawal of the balance in his
Contribution Account. The election to withdraw must be in writing on such
forms as may be provided by the Employer. No
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further contributions may be made with respect to a Plan Year in which a
withdrawal occurs.
ARTICLE VI
ISSUANCE AND EXERCISE OF OPTIONS
6.1 RESERVED SHARES OF STOCK
Genesco shall reserve 1,000,000 Shares for issuance upon exercise of
the options granted under this Plan. Subject to adjustment pursuant to Section
10.3, the aggregate number of Shares which may be purchased by Participants
pursuant to options granted under the Plan shall not exceed the number of
Shares reserved hereunder. Shares may, however, be originally issued by Genesco
or purchased by Genesco on the open market, in the discretion of the Plan
Administrator.
6.2 ISSUANCE OF OPTIONS
On the Grant Date each Participant shall be deemed to receive an
option to purchase a number of Shares at an Exercise Price determined as
provided in this Article VI.
6.3 DETERMINATION OF EXERCISE PRICE
The Exercise Price of the options granted under this Plan for any Plan
Year shall be 85% of the Closing Market Price of the Stock on either the
Exercise Date or the Grant Date, whichever is less.
6.4 PURCHASE OF STOCK
On an Exercise Date, all of the options which were granted on the
previous Grant Date and which have not subsequently been canceled pursuant to
the provisions of the Plan shall be automatically exercised. The Contribution
Account of each Participant shall be used to purchase the number of whole
Shares determined by dividing the Exercise Price into the balance of the
Participant's Contribution Account. Any money remaining in a Participant's
Contribution Account representing a fractional share shall remain in his
Contribution Account to be used in the next Plan Year along with new
contributions in
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the next Plan Year; provided, however, that if the Participant does not enroll
for the next Plan Year, the balance remaining shall be returned to him in cash.
6.5 TERMS OF OPTIONS
Options granted under this Plan shall be subject to such amendment or
modification as the Plan Administrator shall deem necessary to comply with any
applicable law or regulation, including but not limited to Section 423 of the
Code, and shall contain such other provisions as the Plan Administrator shall
from time to time approve and deem necessary.
6.6 LIMITATIONS ON OPTIONS
The options granted hereunder are subject to the following limitations:
(a) The maximum number of Shares which may be purchased by any
Participant on an Exercise Date shall be equal to the lesser
of
(i) 2,000 shares, or
(ii) $10,000 divided by the Closing Market Price on the
Grant Date in that Plan Year.
The maximum number of Shares as determined above shall be
adjusted upon the occurrence of an event described in Section
10.3.
(b) No option may be granted to a Participant if immediately after
the option is granted the Participant would be a Five-Percent
Shareholder.
(c) No Participant may assign, transfer or otherwise alienate any
options granted to him under this Plan, otherwise than by will
or the laws of descent and distribution, and such options may
be exercised during the Participant's lifetime only by him.
6.7 PRO-RATA REDUCTION OF OPTIONED SHARES
If the total number of Shares to be purchased under option by all
Participants on an Exercise Date exceeds the number of Shares remaining
authorized for issuance under Section 6.1, a pro-rata allocation of the Shares
available for issuance will be made among
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the Participants in proportion to their respective Contribution Account
balances on the Exercise Date, and any money remaining in the Contribution
Accounts shall be returned to the Participants.
6.8 STATE SECURITIES LAWS
Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to issue Shares to any Participant if to do so would
violate any State securities law applicable to the sale of Shares to such
Participant. In the event that the Company refrains from issuing Shares to any
Participant in reliance on this Section, the Company shall return to such
Participant the amount in such Participant's Contribution Account that would
otherwise have been applied to the purchase of Shares.
ARTICLE VII
TERMINATION OF PARTICIPATION
7.1 TERMINATION OF EMPLOYMENT
Any Employee whose employment with the Employer is terminated during
the Plan Year for any reason except death, disability or retirement at or after
age 55 shall cease being a Participant immediately. The balance of that
Participant's Contribution Account shall be paid to such Participant as soon as
practical after his termination. The options granted to such Participant shall
be canceled as of the date of termination.
7.2 DEATH
If a Participant should die while employed by the Employer, no further
contributions on behalf of the deceased Participant shall be made. The legal
representative of the deceased Participant may elect to withdraw the balance in
such Participant's Contribution Account by notifying the Employer in writing
prior to the Exercise Date in the Plan Year during which the Participant died
(except during the period from September 15 through September 30). In the event
that no election to withdraw is made on or before the September 15 preceding
the Exercise Date, the balance accumulated in the deceased Participant's
Contribution Account shall be used to purchase Shares in accordance with
Section 6.4. Any money remaining which is insufficient to purchase a whole
Share shall be paid to the legal representative.
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7.3 RETIREMENT
If a Participant should retire from the employment of the Employer at
or after attaining age 55, no further contributions on behalf of the retired
Participant shall be made. The Participant may elect to withdraw the balance in
his Contribution Account by notifying the Employer in writing prior to the
Exercise Date in the Plan Year during which the Participant retired (except
during the period from September 15 through September 30). In the event that no
election to withdraw is made on or before the September 15 preceding the
Exercise Date, the balance accumulated in the retired Participant's
Contribution Account shall be used to purchase Shares in accordance with
Section 6.4, and any money remaining which is insufficient to purchase a whole
Share shall be paid to the retired Participant.
7.4 DISABILITY
If a Participant should terminate employment with the Employer on
account of disability, as determined by reference to the definition of
"disability" in the Employer's long-term disability plan, no further
contributions on behalf of the disabled Participant shall be made. The
Participant may elect to withdraw the balance in his Contribution Account by
notifying the Employer in writing prior to the Exercise Date in the Plan Year
during which the Participant became disabled (except during the period from
September 15 through September 30). In the event no election to withdraw is
made on or before the September 15 preceding the Exercise Date, the balance
accumulated in the disabled Participant's Contribution Account shall be used to
purchase Shares in accordance with Section 6.4, and any money remaining which
is insufficient to purchase a whole Share shall be paid to the disabled
Participant.
ARTICLE VIII
OWNERSHIP OF STOCK
8.1 SHARE OWNERSHIP; FORM
The Shares purchased by a Participant on an Exercise Date shall, for
all purposes, be deemed to have been issued and/or sold at the close of
business on such Exercise Date. Prior to that time, none of the rights or
privileges of a shareholder of Genesco shall inure to the Participant with
respect to such Shares. All the Shares purchased under
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the Plan shall be delivered by the Company in the manner determined by the Plan
Administrator.
The Plan Administrator, in its sole discretion, may determine that the
Shares shall be delivered by (i) issuing and delivering to the Participant a
certificate for the number of Shares purchased by such Participant on an
Exercise Date, (ii) issuing and delivering a certificate or certificates for
the number of Shares purchased by all Participants on an Exercise Date to a
member firm of the New York Stock Exchange which is also a member of the
National Association of Securities Dealers, as selected by the Plan
Administrator from time to time, which Shares shall be maintained by such
member firm in separate brokerage accounts for each Participant or (iii)
issuing and delivering a certificate or certificates for the number of Shares
purchased by all Participants on an Exercise Date to a bank or trust company or
affiliate thereof, as selected by the Plan Administrator from time to time,
which Shares shall be maintained by such Bank or trust company or affiliate in
separate accounts for each Participant. Each certificate or account, as the
case may be, may be in the name of the Participant or, if the Participant
designates on the form prescribed by the Plan Administrator, in the
Participant's name jointly with another individual, with the right of
survivorship. Such designation may be changed by filing notice thereof.
8.2 PREMATURE SALE OF STOCK
If a Participant (or former Participant) sells or otherwise disposes
of any Shares obtained under this Plan prior to two years after the Grant Date
of the option under which such shares were obtained, that Participant (or
former Participant) must notify the Employer immediately in writing concerning
such disposition.
ARTICLE IX
ADMINISTRATION AND AMENDMENT
9.1 ADMINISTRATION
The Plan Administrator shall (i) administer the Plan and keep records
of the Contribution Account balance of each Participant, (ii) interpret the
Plan, and (iii) determine all questions arising as to eligibility to
participate, amount of contributions permitted, determination of the Exercise
Price, and all other matters of administration. The Plan Administrator shall
have such duties, powers and discretionary authority as may
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be necessary to discharge the foregoing duties, and may delegate any or all of
the foregoing duties to any individual or individuals (including officers of
Genesco or other Employees who are Participants). The Board of Directors shall
have the right at any time and without notice to remove or replace any
individual or committee of individuals serving as Plan Administrator. All
determinations by the Plan Administrator shall be conclusive and binding on all
persons. Any rules, regulations, or procedures that may be necessary for the
proper administration or functioning of this Plan that are not covered in this
Plan document shall be promulgated and adopted by the Plan Administrator.
9.2 AMENDMENT
The board of directors of Genesco may at any time amend the Plan in
any respect, including termination of the Plan, without notice to Participants.
If the Plan is terminated, all options outstanding at the time of termination
shall be immediately canceled and the balance in each Participant's
Contribution Account shall be paid to that Participant. Notwithstanding the
foregoing, no amendment of the Plan as described in Article III shall become
effective until and unless such amendment is approved by the shareholders of
Genesco.
ARTICLE X
MISCELLANEOUS
10.1 EXPENSES
The Employer will pay all expenses of administering this Plan that may
arise in connection with the Plan.
10.2 NO CONTRACT OF EMPLOYMENT
Nothing in this Plan shall be construed to constitute a contract of
employment between an Employer and any Employee or to be an inducement for the
employment of any Employee. Nothing contained in this Plan shall be deemed to
give any Employee the right to be retained in the service of an Employer or to
interfere with the right of an Employer to discharge any Employee at any time,
with or without cause, regardless of the effect which such discharge may have
upon him as a Participant of the Plan.
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10.3 ADJUSTMENT UPON CHANGES IN STOCK
The aggregate number of shares of Stock reserved for purchase under
the Plan as provided in Section 6.1, and the calculation of the Exercise Price
as provided in Section 6.3, shall be adjusted by the Plan Administrator
(subject to direction by the Board of Directors) in an equitable manner to
reflect changes in the capitalization of Genesco, including, but not limited
to, such changes as result from merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, combination of shares, exchange of shares and change in corporate
structure. If any adjustment under this Section 10.3 would create a fractional
share of Stock or a right to acquire a fractional share of Stock, such
fractional share shall be disregarded and the number of shares available under
the Plan and the number of shares covered under any options granted pursuant to
the Plan shall be the next lower number of shares, rounding all fractions
downward.
10.4 EMPLOYER'S RIGHTS
The rights and powers of any Employer shall not be affected in any way
by its participation in this Plan, including but not limited to the right or
power of any Employer to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge or to consolidate
or to dissolve, liquidate or sell, or transfer all or any part of its business
or assets.
10.5 LIMIT ON LIABILITY
No liability whatever shall attach to or be incurred by any past,
present or future shareholders, officers or directors, as such, or Genesco or
any Employer, under or by reason of any of the terms, conditions or agreements
contained in this Plan or implied therefrom, and any and all liabilities of any
and all rights and claims against Genesco, an Employer, or any shareholder,
officer or director as such, whether arising at common law or in equity or
created by statute or constitution or otherwise, pertaining to this Plan, are
hereby expressly waived and released by every Participant as a part of the
consideration for any benefits under this Plan; provided, however, no waiver
shall occur, solely by reason of this Section 10.5, of any right which is not
susceptible to advance waiver under applicable law.
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10.6 GENDER AND NUMBER
For the purposes of the Plan, unless the contrary is clearly
indicated, the use of the masculine gender shall include the feminine, and the
singular number shall include the plural and vice versa.
10.7 GOVERNING LAW
The validity, construction, interpretation, administration and effect
of this Plan, and any rules or regulations promulgated hereunder, including all
rights or privileges of any Participants hereunder, shall be governed
exclusively by and in accordance with the laws of the State of Tennessee,
except that the Plan shall be construed to the maximum extent possible to
comply with Section 423 of the Code and the Treasury regulations promulgated
thereunder.
10.8 HEADINGS
Any headings or subheadings in this Plan are inserted for convenience
of reference only and are to be ignored in the construction of any provisions
hereof.
10.9 SEVERABILITY
If any provision of this Plan is held by a court to be unenforceable
or is deemed invalid for any reason, then such provision shall be deemed
inapplicable and omitted, but all other provisions of this Plan shall be deemed
valid and enforceable to the full extent possible under applicable law.
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