BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 PERFORMANCE AWARD AGREEMENT
XXXXX
SHOE COMPANY, INC.
INCENTIVE
AND STOCK COMPENSATION PLAN OF 2002
THIS
AGREEMENT represents the grant of a Performance Award (the “Award”) by Xxxxx
Shoe Company, Inc., a New York corporation (the “Company”), to the Participant
named below, pursuant to the provisions of the Incentive and Stock Compensation
Plan of 2002 (the “Plan”), as follows:
| 1. |
Terms
of the Award.
The terms of the Award are as
follows:
|
Participant:
«First_Name» «Middle_Init» «Last_Name»
Initial
Award Xxxxx
Date:
_____,
20__ [**date of board approval]
Target
Award: ___ Performance
Shares
Form
of Award Payment:
Shares
or equivalent cash value, or a combination of both Shares and cash, in the
Board’s sole discretion (per Section 5 below)
Performance
Period:
________
to __________
Performance
Measures: Cumulative
earnings per share for ___ fiscal years and compound annual revenue growth
for
___ fiscal years (per Section 2 below), and with no payment unless cumulative
earnings per shares for Fiscal Years 20__, 20__ and 20__ are at least
$____
Amount
of Award Payment:
nothing
(zero shares or $0.00) to ___ times the number of Target Award Performance
Shares or equivalent cash value, depending on whether and the extent to which
Performance Measure have been met
2. Award
Payment and Achievement of Performance Measures.
The
Award Payment under this Award Agreement depends upon the Company’s achievement
of certain Performance Measures established by the Board. These Performance
Measures are cumulative earnings per share for Fiscal Years 20__, 20__ and
20__
and compound annual revenue growth for Fiscal Years 20__, 20__ and 20__, as
set
forth in the chart below. For purposes of the Performance Measures, “earnings
per share” shall be calculated based on annual net earnings divided by the
average annual number of diluted Shares outstanding; “revenue” shall represent
the net sales as reported, and the “compound annual revenue” growth rate
percentage shall be calculated based on the geometric average growth rate in
revenue for Fiscal Years 20__, 20__ and 20__.
The
amount of the Award Payment will be based on a percentage of the Target Award
specified above, ranging from 0% to __%, calculated in accordance with the
following chart:
1
Exhibit
10.5f
AWARD
PAYMENT PROFILE - 20__ GRANT
Compound
Annual
Sales
Growth
Rate %
Of
Target Award Payable At End Of Performance Period
|
EPS
|
<$
|
$
|
$
|
$
|
$
|
Interpolation
shall be used to determine the percent of the Target Award Payable in the event
the Company’s EPS measure and revenue growth measure do not fall directly on one
of the ranks listed in the above chart. No award is payable unless the minimum
EPS of $____ is achieved.
3. Termination
Provisions.
Except
as provided below, a Participant shall be eligible for payment of the Target
Award in accordance with Section 2 only if the Participant’s employment with the
Company continues through the end of the Performance Period. If a Participant
retires at normal retirement date or at early retirement date with the approval
of the Board (“Retirement”), or suffers a permanent Disability, or dies during
the Performance Period, the Board, in its sole discretion, may determine that
the Participant shall be eligible for that proportion of the Award payable
under
Section 2 for such Performance Period that his or her number of full months
of
participation during the Performance Period bears to the total number of months
in the Performance Period. In the event of the death of the Participant, his
or
her beneficiary shall be entitled to the Award to which the Participant
otherwise would have been entitled under the same conditions as would have
been
applicable to the Participant.
4. No Voting
or Dividend
Rights.
Participant shall have no right to vote or receive any distributions with
respect to the Shares subject to the Award.
5. Form
and Timing of Payment of the Award.
The
Award Payment may be made in Shares (provided that no fractional shares shall
be
issued), or in equivalent cash value, or a combination of both Shares and
equivalent cash value. “Equivalent cash value” shall be the Fair Market Value of
the Shares as of the last day of the Performance Period. The Board shall
determine the amount of the Award Payment in accordance with Section 2, and
the
Award shall be payable be made within sixty (60) calendar days following the
close of the Performance Period, or if later, then within 10 business days
after
the Board has made its determination regarding the Award Payment amount.
6. Change
in Control.
Subject
to Article 2.7 and Article 13 of the Plan, in the event of the occurrence of
a
Change in Control, unless otherwise specifically prohibited under applicable
laws, or by the rules and regulations of any governing governmental agencies
or
national securities exchange, the Award shall automatically vest and all
performance measures shall be assumed to have been met at 100% of the Target
Award level as of the effective date of the Change in Control, and shall be
paid
out within thirty (30) days following the effective date of
2
Exhibit
10.5f
the
Change in Control, on a pro rata basis depending on the length of time within
the Performance Period which has elapsed prior to the Change of
Control.
7. Recapitalization.
Subject
to Article 4.2 of the Plan, in the event that there is any change in corporate
capitalization, such as a stock split, or a corporate transaction, such as
any
merger, consolidation, separation including a spin-off, or other distribution
of
stock or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Code 368) or any
partial or complete liquidation of the Company, such adjustment shall be made
in
the number and class of Shares which may be delivered under the Plan, in the
number and class of and/or price of shares subject to outstanding Awards granted
under the Plan, and in the Award limits set forth in the Plan, as may be
determined to be appropriate and equitable by the Board, in its sole discretion,
to prevent dilution or enlargement of rights; provided, however, that the number
of Shares subject to any Award shall always be a whole number.
8. Tax
Withholding.
The
Board shall have the power and the right to deduct or withhold, or require
the
Participant or beneficiary to remit to the Company, an amount sufficient to
satisfy Federal, state, and local taxes, domestic or foreign, required by law
or
regulation to be withheld with respect to any taxable event arising as a result
of the Award.
9. Share
Withholding.
With
respect to withholding required upon any taxable event arising as a result
of
the Award granted hereunder that is in Shares, the Participant may elect,
subject to the approval of the Board, to satisfy the withholding requirement,
in
whole or in part, by having the Company withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the minimum statutory
total tax which could be withheld on the transaction. All such elections shall
be irrevocable, made in writing, signed by the Participant, and shall be subject
to any restrictions or limitations that the Board, in its sole discretion,
deems
appropriate.
| 10. |
Nontransferability.
This Award Agreement and the Award granted hereunder may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further,
the Participant’s rights under the Plan shall be exercisable during the
Participant’s lifetime only by the Participant or the Participant’s legal
representative.
|
11. Administration
and Interpretation.
This
Award Agreement and the rights of the Participant hereunder are subject to
all
terms and conditions of the Plan, as the same may be amended from time to time,
as well as to such rules and regulations as the Board may adopt for
administration of the Plan. It is expressly understood that the Board is
authorized to administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Award Agreement, all
of
which shall be binding upon the Participant. The Board may delegate to the
Compensation Committee all determinations with respect to the Plan and this
Award Agreement. All capitalized terms used in this Award Agreement shall have
the meanings ascribed to them in the Plan, unless specifically set forth
otherwise herein. If there is any inconsistency between the terms of this Award
Agreement and the terms of the Plan, the Plan’s terms shall completely supersede
and replace the conflicting terms of this Award Agreement.
3
12. Miscellaneous
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(a)
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This
Award Agreement shall not confer upon the Participant any right to
continuation of employment by the Company, nor shall this Award Agreement
interfere in any way with the Company’s right to terminate his or her
employment at any time.
|
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(b)
|
The
Board may terminate, amend, or modify the Plan; provided, however,
that no
such termination, amendment, or modification of the Plan may in any
way
adversely affect the Participant’s rights under this Award Agreement
without the Participant’s written
consent.
|
|
(c)
|
This
Award Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be
required.
|
| (d) |
To
the extent not preempted by Federal law, this Award Agreement shall
be
construed in accordance with and governed by the substantive laws
of the
State of Missouri without regard to conflicts of laws principles,
which
might otherwise apply. Any litigation arising out of, in connection
with,
or concerning any aspect of the Plan or this Award Agreement shall
be
conducted exclusively in the State or Federal courts in
Missouri.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed effective
as of date written below.
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XXXXX
SHOE COMPANY, INC.
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By:
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Date:
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Participant
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4
