GENESCO INC.
RESTRICTED SHARE AWARD AGREEMENT
THIS
RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”)
is made and entered into as of the ___ day of
, 200___ (the “Grant Date”), between Genesco Inc., a
Tennessee corporation, together with its subsidiaries (the
“Company”), and
(the “Grantee”). Capitalized terms not otherwise
defined herein shall have the meaning ascribed to such terms in the
Genesco Inc. 2009 Equity Incentive Plan (the
“Plan”).
WHEREAS,
the Company has adopted the Plan, which permits the issuance of
restricted shares of the Company’s common stock, par value
$1.00 per share (the “Common Stock”); and
WHEREAS,
pursuant to the Plan, the Committee responsible for administering
the Plan has granted an award of restricted shares to the Grantee
as provided herein;
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as
follows:
1. Grant
of Restricted Shares .
(a) The
Company hereby grants to the Grantee an award (the
“Award”) of
shares of Common Stock (the “Shares” or the
“Restricted Shares”) on the terms and conditions set
forth in this Agreement and as otherwise provided in the
Plan.
(b) The
Grantee’s rights with respect to the Award shall remain
forfeitable at all times prior to the dates on which the
restrictions shall lapse in accordance with Sections 2
and 3 hereof.
2. Terms
and Rights as a Stockholder .
(a) Except
as provided herein and subject to such other exceptions as may be
determined by the Committee in its discretion, the
“Restricted Period” shall lapse as to the Restricted
Shares in accordance with the following schedule provided that
Grantee has been continuously employed by the Company from the date
of this Agreement through the lapse date:
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Percentage of Total Number of
Restricted Shares
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Lapse Date
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as to which Forfeiture Restrictions
Lapse
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First Anniversary of the Date of this
Agreement
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25
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%
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Second Anniversary of the Date of this
Agreement
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25
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%
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Third Anniversary of the Date of this
Agreement
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25
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%
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Fourth Anniversary of the Date of this
Agreement
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25
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%
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(b) The
Grantee shall have all rights of a stockholder with respect to the
Restricted Shares, including the right to receive dividends and the
right to vote such Shares, subject to the following
restrictions:
(i) the
Grantee shall not be entitled to delivery of the stock certificate
for any Shares until the expiration of the Restricted Period as to
such Shares;
(ii) none
of the Restricted Shares may be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of during
the Restricted Period as to such Shares; and
(iii) except
as otherwise determined by the Committee at or after the grant of
the Award hereunder, any Restricted Shares as to which the
applicable “Restricted Period” has not expired shall be
forfeited, and all rights of the Grantee to such Shares shall
terminate, without further obligation on the part of the Company,
unless the Grantee remains in the continuous employment of the
Company for the entire Restricted Period.
Any Shares, any
other securities of the Company and any other property (except for
cash dividends) distributed with respect to the Restricted Shares
shall be subject to the same restrictions, terms and conditions as
such Restricted Shares.
(c) Notwithstanding
the foregoing, the Restricted Period shall automatically terminate
as to all Restricted Shares awarded hereunder (as to which such
Restricted Period has not previously terminated) upon a Change in
Control subject to Sections 13.1 and 13.3 of the
Plan.
Notwithstanding
the foregoing, the Restricted Period shall automatically terminate
as to a portion (to be calculated by the Committee in its sole
discretion in proportion to Grantee’s length of employment
during the Restricted Period) of the Restricted Shares awarded
hereunder (as to which such Restricted Period has not previously
terminated) upon the termination of the Grantee’s employment
from the Company, a Subsidiary or Affiliate without cause (to be
determined in the sole discretion of the Committee) or upon
Grantee’s death or Disability.
3.
Termination of Restrictions . Following the termination of
the Restricted Period, all restrictions set forth in this Agreement
or in the Plan relating to such portion or all, as applicable, of
the Restricted Shares shall lapse as to such portion or all, as
applicable, of the Restricted Shares, and a stock certificate for
the appropriate number of Shares, free of the restrictions and
restrictive stock legend, shall, as soon as practicable, be
delivered to the Grantee pursuant to the terms of this
Agreement.
(a) As
of the date hereof, certificates represent
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