RESTRICTED STOCK UNIT AGREEMENT
Exhibit
10.2
Xxxxx
Shoe Company, Inc.
THIS AGREEMENT, made as of the
___________ by and between Xxxxx Shoe Company, Inc., a New York corporation
(hereinafter referred to as the “Company”), and _____________ hereinafter
referred to as the “Director”), represents the grant of Restricted Stock Units
(“Award”) as follows.
1. Number of
Units; Vesting; Fair Market Value. Pursuant to
action of the Board of Directors of the Company taken, upon the recommendation
of the Governance and Nominating Committee, Company awards ____ Restricted Stock
Units (“RSUs”) to the Director (“Award”) on ___, 20__ (“Date of Award”). Each
RSU entitles the Director to receive in cash the Fair Market Value of one (1)
share of the common stock of the Company (“Common Stock”) as of the Settlement
Date provided in Section 2. This award shall vest contingent upon the
Director’s continued service as a director of the Company until the date of the
Company’s 20__ Annual Meeting of Shareholders; and if the Director terminates
service as a director with the Company prior to such annual meeting, the RSUs
shall be forfeited, and no payment shall be made to the Director in respect of
the RSUs.
For
purposes of this Agreement, “Fair Market Value” as of a given date means the
mean between the high and low selling prices on the New York Stock Exchange of
the Company’s Common Stock on such given date; provided that in the absence of
actual sales on a given date, “Fair Market Value” means the mean between the
high and low selling prices on the New York Stock Exchange of Common Stock on
the last day preceding such given date on which a sale of the Common Stock
occurred.
2. Settlement
Date; Payment. The vested RSUs will be “settled” and become
payable (“Settlement Date”) as of the earliest of the following dates: (a) the
Director’s service as a director terminates; (b) the date specified pursuant to
a proper election in accordance with Section 4 of this Agreement; or (c) date of
Director’s death. Payment for the RSUs shall be made as soon as administratively
practicable after the Settlement Date, but in no event more than thirty (30)
days thereafter (or up to ninety (90) days in the event of the Director’s
death). Neither the Director (nor the beneficiary in the event of the
Director’s death) shall be entitled to choose, directly or indirectly, the
taxable year in which payment occurs.
3. Dividend
Equivalent. From the Date of
Award through the Settlement Date, Director shall be credited with additional
RSUs equivalent to the dividends (“Dividend Equivalent”) the Director would have
received if the Director had been the owner of a number of shares of Common
Stock equal to the number of RSUs credited to the Director on such dividend
payment date. Any such Dividend Equivalent shall be converted into additional
RSUs based on the fair market value of Common Stock on the dividend payment
date.
4. Settlement
Date Election. In lieu of
settling the RSUs in cash as of the date of the Director’s service as a director
terminates, the Director may elect to have the RSUs settled in cash as of a
certain date (no earlier than two years following the Date of Award) by
executing and returning the appropriate election form to the Company, which
election form must be delivered to the Company prior to the end of the calendar
year preceding the Date of Award (or if the Director has first been appointed as
a director since the prior calendar year-end, such election form has been
delivered to the Company within thirty (30) days of the Director’s appointment
as a director). Any election or non-election shall be irrevocable after the
election is made. In no event, however, will RSUs be settled as of a date after
the Director’s termination of service as a director.
5. Death,
Disability or Change In Control. Except as
provided in the next sentence, Notwithstanding the foregoing, in the event of
the occurrence of a “change in control” (as defined in the Xxxxx Shoe Company,
Inc. Incentive and Stock Compensation Plan of 2002, as Amended and Restated) or
the disability of the Director (as defined in the Xxxxx Shoe Company, Inc.
Incentive and Stock Compensation Plan of 2002, as Amended and Restated) or death
of the Director while serving as a director with the Company, all unvested RSUs
shall immediately vest. In the event of the death of the Director, this Award
will be paid to the Director’s designated beneficiary (or, if no designated
beneficiary is living on the date of the Director’s death, the Director’s
estate).
6. Transferability. RSUs may not be
sold, transferred, pledged or assigned. Any purported sale, transfer, pledge or
assignment of a RSU shall be void.
7. Adjustment
in Award. In the event of
any change in the Common Stock by reason of exchanges of shares, stock splits,
recapitalizations, mergers, consolidations, reorganization or combination (or
stock dividends to the extent that the equivalents have not otherwise been made
pursuant to Section 3), the Award shall be appropriately adjusted by the Board
of Directors of the Company, as may be determined to be appropriate and
equitable by the Board, in its sole discretion, to prevent dilution or
enlargement of rights.
8. Board
Administration; Amendment. This award has
been made pursuant to a determination made by the Board of Directors of the
Company, and such Board, subject to the express terms of this Agreement, shall
have plenary authority to interpret any provision of this Agreement and to make
any determinations necessary or advisable for the administration of this
Agreement consistent with the terms hereof. This Agreement may be amended, in
whole or in part, at any time by the Board of Directors; provided, however, that
no amendment to this Agreement may adversely affect the Director’s rights under
this Agreement without the Director’s written consent. Any amendment
or termination of this Agreement shall comply with the requirements of Section
409A of the Internal Revenue Code of 1986, as Amended.
9. Ownership
Rights. Director has no
voting or other ownership rights in the Company arising from the grant of the
RSUs under this Agreement.
10. Applicable
Law. The validity,
construction, and effect of this Agreement and any rules and regulations
relating to the Agreement shall be determined in accordance with the laws of the
State of Missouri, without giving effect to the choice of law principles
thereof.
11. Interpretation
of Plan. All provisions of
this Agreement shall be interpreted in a manner so as to be consistent with
Section 409A of the Internal Revenue Code of 1986, as Amended, and the
regulations issued thereunder.
IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed on its behalf and the Director
has signed this Agreement to evidence the Director’s acceptance of the terms
hereof, all as of the date first above written.
| XXXXX SHOE COMPANY, INC. | |
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By:
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Xxxxx
Xxxxxxxxxx
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Vice President –
Total Rewards
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Date:
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| Accepted: | |
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By:
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Director
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Date:
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