FORM OF PHOENIX FOOTWEAR GROUP, INC. NON-EMPLOYEE DIRECTOR PERFORMANCE-BASED DEFERRED STOCK AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2001 LONG-TERM INCENTIVE PLAN
EXHIBIT 10.2
FORM OF
PHOENIX FOOTWEAR GROUP, INC.
NON-EMPLOYEE DIRECTOR PERFORMANCE-BASED
DEFERRED STOCK AWARD AGREEMENT
UNDER THE AMENDED AND RESTATED
2001 LONG-TERM INCENTIVE PLAN
PHOENIX FOOTWEAR GROUP, INC.
NON-EMPLOYEE DIRECTOR PERFORMANCE-BASED
DEFERRED STOCK AWARD AGREEMENT
UNDER THE AMENDED AND RESTATED
2001 LONG-TERM INCENTIVE PLAN
This AWARD AGREEMENT (the “Award Agreement”) is made effective as of ,
200___, between Phoenix Footwear Group, Inc., a Delaware corporation (the “Company”), and
(the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings
as in the Amended and Restated 2001 Long-Term Incentive Plan (the “Plan”).
WHEREAS, the Company desires to grant an award (the “Award”) of performance-based deferred
stock pursuant to the Plan and the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:
1. GRANT OF AWARD. The Company hereby grants to Participant an Award consisting of ___
shares of Common Stock of the Company (“Stock”). The Award granted under this Award Agreement is
intended to qualify under Sections 7(c) and (g) of the Plan. The grant of this Award is subject to
the Participant’s execution and return of this Award Agreement to the Company.
2. NATURE OF AWARD. The Company agrees to issue the number of shares of Stock provided in
Section 1 to Participant (or, in the event of Participant’s death, to Participant’s beneficiary
designated prior to death in a manner acceptable to the Company, or, if no such beneficiary has
been so designated, to Participant’s estate) (such designated beneficiary or the estate, as the
case may be, being herein referred to as Participant’s “Beneficiary”) at the times and upon
achievement of the conditions specified in Section 4, subject to the terms and conditions of the
Plan and the Award Agreement. The Award is unfunded and unsecured, and Participant’s rights to any
Stock hereunder shall be no greater than those of an unsecured general creditor of the Company. The
Award may not be assigned, transferred, pledged, hypothecated or otherwise disposed of, except for
disposition at death as provided above. The Award does not entitle Participant to any rights as a
shareholder with respect to any shares of Stock subject to the Award, unless and until such shares
of Stock have been issued to Participant. The Award is intended to constitute an arrangement that
qualifies as a “short term deferral” exempt from the requirements of Section 409A of the Code, and
shall be construed accordingly. The Award is not intended to constitute “qualified
performance-based compensation” within the meaning of Section 162(m) of the Code and regulations
thereunder.
3. INCORPORATION OF PLAN. The Award is subject to the terms and conditions of the Plan, as
from time to time amended, the provisions of which are incorporated by reference in
this Award Agreement. The Participant hereby acknowledges receipt of a copy of the Plan and agrees
to be bound by all the terms and provisions thereof. In the event of a conflict between any term
or provision contained herein and a term or provision of the Plan, the applicable terms or
provisions of the Plan shall govern and prevail.
4. PERFORMANCE VESTING CRITERIA.
(a) Participant shall be entitled to have issued to Participant the number of shares of Stock
subject to the Award upon the satisfaction of the performance condition(s) at the times or within
the time frames (the “Performance Period(s)”) set forth in Appendix A or in connection with a
Change in Control as provided in Section 5.
(b) If a performance condition required for the vesting of any portion of the Award is not
satisfied by the end of the last Performance Period in Appendix A for achieving such performance
conditions, such portion of the Award shall thereupon be immediately forfeited.
(c) At the end of each Performance Period, or at such earlier time selected by the Committee,
the Committee shall determine whether and to what extent the performance condition(s) have been
met. Such results shall be certified in writing by the Committee prior to any Stock being issued
hereunder. Except as provided in Section 5, in no event shall the Participant be deemed to be
vested in any Award prior to the achievement of the performance conditions and certification of the
Committee as provided above.
5. CHANGE IN CONTROL. Upon the occurrence of a Change in Control, Participant shall
immediately and automatically be entitled to have issued to Participant any shares of Stock to
which Participant has not yet become entitled pursuant to Section 4 and which prior to the Change
in Control had not been forfeited (whether or not the performance condition(s) specified under
Section 4 above has/have been satisfied).
6. ISSUANCE OF STOCK. As soon as practicable after Participant’s right to have issued to
Participant any share of Stock subject to the Award has vested under Section 4 or Section 5 above,
but in no event later than the 15th day of the 3rd month following the close of the calendar year
in which such vesting occurs or, if later, the close of the fiscal year of the Company in which
such vesting occurs, the Company shall issue to Participant (or, if Participant has died, to
Participant’s Beneficiary) such shares of Stock evidenced either by a stock certificate or by such
other evidence of record ownership as the Company deems appropriate. Notwithstanding the foregoing,
if Participant’s right to any shares of Stock subject to the Award vests in connection with a
Change in Control, or has previously vested but such shares of Stock has not yet been issued prior
to the Change in Control, the Company in its discretion, to the extent consistent with Section 409A
of the Code and subject to such conditions as the Company may prescribe (including, where vesting
has not yet occurred, a condition that the Stock be relinquished if the Change in Control does not
occur), may issue such shares of Stock to Participant sufficiently in advance of the Change in
Control to permit Participant to participate in the Change in Control as a shareholder with respect
to such shares of Stock.
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7. TERMINATION OF SERVICE.
a. If Participant’s directorship with the Company or any of its subsidiaries terminates during
the Performance Period by reason of death or disability, Participant will continue to be eligible
to receive payment of the Award, if any, that would otherwise be payable pursuant to paragraph 6,
but any such amount shall be pro rated for the portion of the Performance Period that elapsed prior
to this termination of the directorship.
b. If Participant’s directorship with the Company terminates during the Performance Period
other than by reason of death or disability, or a Change in Control, the Award shall terminate and
Participant shall immediately and automatically forfeit all rights to the Award, including to the
receipt of any shares of Stock under the Award.
8. NO RIGHTS OF A STOCKHOLDER OR TO CONTINUED BOARD MEMBERSHIP. The Participant shall have no
rights as a stockholder of the Company with respect to the Stock underlying an Award unless and
until certificates evidencing such Stock shall have been issued by the Company to the Participant.
Until such time, the Participant shall not be entitled to dividends or distributions in respect of
any shares of Stock subject to an Award or to vote such Stock on any matter submitted to the
shareholders of the Company. This Agreement shall not confer upon the Participant any right to
continued membership on the Company’s Board of Directors.
9. ADJUSTMENTS. The Award and the shares of Stock subject to the Award are subject to
adjustment as provided in Section 4(c) of the Plan.
10. WITHHOLDING. Participant or Beneficiary shall, no later than the date on which any share
of Stock is issued to Participant or Beneficiary and as a condition to such transfer, pay to the
Company in cash, or make arrangements satisfactory to the Committee regarding payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with respect to such
income. If any taxes are required to be withheld prior to such issue of such share of Stock (for
example, upon the vesting of the right to receive such share), the Company may require Participant
or Beneficiary to pay such taxes timely in cash by separate payment, may withhold the required
taxes from other amounts payable to Participant or Beneficiary, or may agree with Participant or
Beneficiary on other arrangements for the payment of such taxes, all as the Company determines in
its discretion.
11. SECTION 83(b) NOT APPLICABLE. Because the Award does not give to Participant a present
ownership right in any Stock, but only a conditional right to acquire shares of Stock in the
future, Participant shall not be entitled to make a so-called “83(b) election” with respect to the
shares of Stock subject to the Award.
12. ENTIRE AGREEMENT. This Award Agreement, Appendix A attached hereto, and the Plan
constitute the entire understanding between the Participant and the Company and its Subsidiaries,
and supersede all other agreements, whether written or oral, with respect to the Award. The
Participant agrees to accept as binding, conclusive and final all decisions and interpretations of
the Committee of the Company with respect to any question that may arise under the Plan and this
Agreement.
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13. NOTICE. Unless otherwise provided herein, any notice or other communication hereunder
shall be in writing and shall be given by registered or certified mail. Any notice given by the
Company to the Participant directed to him at his address on file with the Company shall be
effective to bind any other person who shall acquire rights hereunder. The Company shall be under
no obligation whatsoever to advise or notify the Participant of the existence, maturity or
termination of any rights hereunder and the Participant shall be deemed to have familiarized
himself with all matters contained herein and in the Plan which may affect any of the Participant’s
rights or privileges hereunder.
14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of Delaware without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
| PHOENIX FOOTWEAR GROUP, INC. | ||||||
| BY: | ||||||
| PARTICIPANT: | ||||||
| SIGNATURE | ||||||
| STREET ADDRESS | ||||||
| CITY, STATE, ZIP CODE | ||||||
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APPENDIX A
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