DILLARD’S,
INC.
STOCK BONUS
PLAN
THIS STOCK BONUS PLAN, adopted and effective as
of December 20, 2004, by DILLARD’S, INC. (hereinafter called
"Company").
WITNESSETH:
WHEREAS, the Company desires to provide to
eligible "Highly Compensated Employees," as defined in Section
414(q) of the Internal Revenue Code of 1986 ("Code"), who are
selected for participation a Nonqualified Stock Bonus Plan to which
the Company shall contribute a percentage of each
participant’s compensation;
WHEREAS, the Company desires to adopt this Plan
upon the following terms and conditions:
As used herein,
the following definitions shall apply:
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a.
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"Board" shall
mean the Board of Directors of Dillard’s, Inc.
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b.
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"Bonus Grant
Date" shall mean and refer to the Friday next preceding the last
day of the Company's fiscal year in which the Plan Year ends;
provided, however, the first Bonus Grant Date shall not
occur prior to the ratification and adoption of this Plan by
shareholders of the Company.
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c.
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"Broker" shall
mean and refer to the brokerage or other company selected to
purchase Common Stock pursuant to the Plan.
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d.
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"Code" shall
mean the Internal Revenue Code of 1986, as amended.
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e.
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"Committee"
shall mean the Stock Option and Executive Compensation Committee of
the Board or any successor thereto or such other Committee
designated by the Board.
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f.
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"Common Stock"
shall mean the Common Stock, Class A, par value $0.01, of the
Company which is issued and outstanding, treasury stock or
authorized but unissued.
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g.
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"Company" shall
mean Dillard’s, Inc. and any wholly owned subsidiary
thereof.
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h.
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"Compensation"
shall mean the Employee's base salary, plus the April bonus, if
any, for the applicable Plan Year, but excluding any commissions or
compensation received as an employee of an employer prior to the
Company acquiring a controlling ownership interest in the
employer.
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i.
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"Effective
Date" shall mean December 20, 2004.
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j.
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"Eligible
Employee" shall mean an Employee who is eligible to participate for
the applicable Plan Year pursuant to the requirements of Paragraph
2.
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k.
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"Employee"
shall mean any person actively employed on a full-time basis by the
Company.
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l.
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"ESOP" shall
mean the Dillard’s, Inc. Investment & Employee Stock
Ownership Plan for Full Time Employees.
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m.
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"Highly
Compensated Employee" shall mean any Employee who is a Highly
Compensated Employee as defined in Section 414(q) of the
Code.
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n.
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"Plan" shall
mean the Dillard’s, Inc. Stock Bonus Plan.
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o.
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"Plan Year"
shall mean the calendar year.
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p.
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"Share or
Shares" shall mean a single share or shares of Common Stock. The
aggregate number of Shares which may be allocated under this Plan
shall not exceed 600,000 Shares, or the equivalent number thereto
in the event of a change in the number of the issued shares after
the Effective Date.
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a. The Employees eligible to participate in the
Plan for a Plan Year shall be those Employees who are eligible
participants in the ESOP during such Plan Year, are Highly
Compensated Employees during such Plan Year and are employed by the
Company on the Friday next preceding the last day of the Company's
Fiscal Year in which the Plan Year ends.
b. Notwithstanding the foregoing Subparagraph a.,
an Employee who is participating in a plan providing deferred or
incentive compensation or benefits which the Committee, in its
discretion, determines to be a substitute for this Plan shall be
ineligible to participate in this Plan.
For each Plan Year, the Compensation Committee
shall select the participants in the plan from the Eligible
Employees, and the Company will grant on the Bonus Grant Date and
deliver thereafter as soon as practicable to each selected
participant that number of Shares equal to Six Percent (6%) of the
Eligible Employee's Compensation in excess of
Fifteen Thousand Dollars ($15,000), less
applicable withholding, divided by the current fair market value of
the Shares on the Bonus Grant Date. In the event fractional shares
would result from such calculation, the amount attributable to such
fractional Shares shall be applied toward the Eligible Employee's
tax withholding. Shares granted under the Stock Bonus Plan may be
newly issued shares, shares held in treasury by the Company, or
shares purchased in open market or other transactions.
4.
Discontinuance of
Eligibility .
a. An Employee shall be no longer eligible to
participate in the Plan immediately upon the occurrence of any of
the following:
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