RESTRICTED STOCK UNIT AGREEMENT
Exhibit
10.2
THIS
AGREEMENT, made
as of the ____ day of _______, 2007, by and between Xxxxx Shoe Company, Inc.,
a
New York corporation (hereinafter referred to as the “Company”), and
«First_Name» «Middle» «Last» (hereinafter referred to as the
“Director”);
WITNESSETH
THAT:
WHEREAS,
the Company
desires to grant to the Director a restricted stock unit award of 1,500
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 ______, 2007 (“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 the date the Director’s service as a director terminates.
Payment shall be made as soon as administratively practicable after the
termination 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 termination date or the
Director’s date of death.
4. 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 ______, 2008, 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.
5. Transferability. RSUs
may not be sold, transferred, pledged or assigned. Any purported
sale, transfer, pledge or assignment of a RSU shall be void.
6. 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.
7. 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.
8. 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.
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.
| Date: | By: | |
|
Xxxx
X. Xxxx
|
||
|
SVP
& Chief Financial Officer
|
cc:
Xxxxxxx X. Xxxxxxxxxx
