Exhibit
10.8
FOOT LOCKER,
INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
Effective as of
February 1, 1981, the Board of Directors of Foot Locker Specialty,
Inc. adopted a Long-Term Incentive Compensation Plan (the "Plan")
for certain executives of Foot Locker Specialty, Inc. and its
subsidiaries. Effective as of August 7, 1989, Foot Locker, Inc.
("Foot Locker") adopted the Plan, as amended. Effective as of
August 7, 1989, Foot Locker, Inc. ("Foot Locker") adopted the Plan,
as amended. Effective as of January 28, 1996, the Plan is further
amended and restated, subject to approval of the amended and
restated Plan by shareholders at the 1996 annual meeting.
Notwithstanding anything else herein, no awards shall be granted
under the Plan on or after January 28, 1996, unless the Plan as
amended and restated effective as of January 28, 1996, is approved
by the requisite vote of shareholders of Foot Locker as determined
under "Section 162(m) of the Code" (as defined below).
The
objectives of the Plan are:
(a)
to reinforce corporate organizational and business-development
goals.
(b)
to promote the achievement of year-to-year and long-range financial
and other business objectives such as high quality of service and
product, improved productivity and efficiencies for the benefit of
our customers' satisfaction and to assure a reasonable return to
Foot Locker's shareholders.
(c)
to reward the performance of individual executives in fulfilling
their personal responsibilities for long-range
achievements.
(d)
to serve as a qualified performance-based compensation program
under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code") or any successor section and the Treasury
regulations promulgated thereunder ("Section 162(m) of the
Code").
(e)
to award shares of Common Stock (as defined below) after attainment
of preestablished performance goals and completion of the
Performance Period (as defined below), which shall be considered
"Other Stock-Based Awards" under the Foot Locker 1995 Stock Option
and Award Plan (the "Stock Option Plan").
1.
Definitions.
The
following terms, as used herein, shall have the following
meanings:
(a)
"Annual Base
Salary" with respect to
any Plan Year shall mean the total amount paid by Foot Locker and
its subsidiaries to a participant during such Plan Year without
reduction for any amounts withheld pursuant to participation in a
qualified "cafeteria plan" under Section 125 of the Code or in a
cash or deferred arrangement under Section 401(k) of the Code.
Annual Base Salary shall not include any amount paid or accruing to
a participant under the Foot Locker Annual Incentive Compensation
Plan or any other incentive compensation or bonus payment or
extraordinary remuneration, expense allowances, imputed income or
any other amounts deemed to be indirect compensation, severance pay
and any contributions made by Foot Locker to this or any other plan
maintained by Foot Locker or any other amounts which, in the
opinion of the Committee, are not considered to be Annual Base
Salary for purposes of the Plan.
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(b)
"Board" shall mean the Board of Directors of Foot
Locker.
(c)
"Change in Control" shall mean the occurrence of any of the
following:
(A)
the merger or consolidation of the Company with, or the sale or
disposition of all or at least sixty-six percent (66%) of the total
gross fair market value of the assets of the Company immediately
prior to the acquisition by a non-related third party (determined
without regard to any liabilities associated with such assets) to,
any person or entity or group of associated persons or entities
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 (the “Exchange Act”))
(a “Person”) other than (a) a merger or consolidation
which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving or parent entity) fifty percent (50%)
or more of the combined voting power of the voting securities of
the Company or such surviving or parent entity outstanding
immediately after such merger or consolidation; or (b) a merger or
capitalization effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes
the beneficial owner, directly or indirectly (as determined under
Rule 13d-3 promulgated under the Exchange Act), of securities
representing more than the amounts set forth in (B)
below;
(B)
the acquisition of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the Exchange Act), in
the aggregate, of securities of the Company representing
thirty-five percent (35%) or more of the total combined voting
power of the Company’s then issued and outstanding voting
securities by any Person (other than the Company or any of its
subsidiaries, any trustee or other fiduciary holding securities
under any employee benefit plan of the Company, or any company
owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of Common
Stock of the Company) acting in concert; or
(C)
during any period of not more than twelve (12) months, individuals
who at the beginning of such period constitute the Board, and any
new director whose election by the Board or nomination for election
by the Company’s shareholders was approved by a vote of at
least two-thirds ( 2 / 3 ) of the directors
then still in office who either were directors at the beginning of
the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least
a majority thereof.
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(d)
"Committee"
shall mean two
or more members of the Compensation Committee of the Board, each of
whom is an "outside director" within the meaning of Section 162(m)
of the Code.
(e)
"Common
Stock" shall mean
common stock of Foot Locker, par value $0.01 per share.
(f)
"Consolidated
Net Income" shall mean the
net income of Foot Locker and its subsidiaries for each fiscal year
determined in accordance with generally accepted accounting
principles and reported upon by Foot Locker's independent
accountants but before provision for accrued expenses net of the
related income tax reduction for payments to be made pursuant to
this Plan.
(g)
"Fair Market
Value" of a share of
Common Stock shall mean the average of the closing prices of a
share of such Common Stock as reported on the Composite Tape for
the New York Stock Exchange during the sixty (60) day period
immediately preceding the payment date relating to the applicable
Performance Period.
(h)
"Individual
Target Award" shall mean the
targeted performance award for a Plan Year specified by the
Committee as provided in Section 5 herein.
(i)
"Perf
