Contract
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”);
WITNESSETH
THAT:
WHEREAS, the
Company desires to grant to the Director a restricted stock unit award of ______
Restricted Stock Units (“RSUs”) under the terms hereinafter set
forth:
NOW,
THEREFORE, in
consideration of the premises, and of the mutual agreements hereinafter set
forth, it is covenanted and agreed as follows:
1. Terms
of Award. Pursuant
to action of the Board of Directors of the Company taken, upon the
recommendation of the Governance and Nominating Committee, Company awards
_______ RSUs (“Award”) to the Director on _____________ (“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”) with the vesting of
such Award contingent upon the Director’s continued service as a director of the
Company for a period of one year after the Date of Award. 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 Common Stock on
such given date. 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. The Units will be settled in cash as
of either the date the Director’s service as a director terminates or, if
properly elected in accordance with Section 4 of this Agreement, a date certain
selected by the Director (“Settlement Date”). Payment shall be made as soon as
administratively practicable after the Settlement Date.
2. Ownership
Rights.
Director
has no voting or other ownership rights in the Company arising from the grant of
the RSUs under this Agreement.
3. Dividend
Equivalent.
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. The Director shall continue to be credited with
Dividend Equivalents until the earlier of the Settlement Date or the Director’s
date of death.
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4. Timing
of Settlement; Election. In lieu
of settling the RSUs in cash as of the date of the Director’s termination as a
director, 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. Any election or non-election shall be
irrevocable after the election. In no event, however, will RSUs be settled as of
a date after the Director’s termination of service as a director.
5. Vesting;
Death, Disability or Change In Control. Except
as provided in the next sentence, if a Director terminates service as a director
with the Company prior to __________the RSUs shall be forfeited, and no payment
shall be made to the Director in respect of the RSUs. Notwithstanding the
foregoing, in the event of a change in control (as defined in the Xxxxx Shoe
Company, Inc. Incentive and Stock Compensation Plan of 2002) or the disability
(as defined in the Xxxxx Shoe Company, Inc. Incentive and Stock Compensation
Plan of 2002) 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, the Company shall pay 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) as soon as administratively feasible an amount equal to
the fair market value of the RSUs on the date of Director’s death.
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.
9. 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.
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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.
By:
____________________________
Director
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