AMENDED AND RESTATED
EVA INCENTIVE COMPENSATION PLAN
The purposes of
the Genesco Inc. EVA Incentive Compensation Plan (“the
Plan”) are to motivate and reward excellence and teamwork in
achieving maximum improvement in shareholder value; to provide
attractive and competitive total cash compensation opportunities
for exceptional corporate and business unit performance; to
reinforce the communication and achievement of the mission,
objectives and goals of the Company; to motivate managers to think
strategically (long term) as well as tactically (short term); and
to enhance the Company’s ability to attract, retain and
motivate the highest caliber management team. The purposes of the
Plan shall be carried out by payment to eligible participants of
annual incentive cash awards, subject to the terms and conditions
of the Plan and the discretion of the Compensation Committee of the
board of directors of the Company.
On
February 24, 2004, the Compensation Committee approved the
Plan. On April 26, 2005, and February 20, 2007, the
Committee amended the Plan.
3.
Selection of Participants .
Participants
shall be selected annually by the Chief Executive Officer from
among full-time employees of the Company who serve in operational,
administrative, professional or technical capacities. The
participation and target bonus amounts of Company officers and the
Management Committee shall be approved by the Compensation
Committee with the advice of the Chief Executive Officer. The Chief
Executive Officer shall not be eligible to participate in the
Plan.
The Chief
Executive Officer shall annually assign participants to a Business
Unit. For participants whose Business Unit consists of more than
one profit center, the Chief Executive Officer shall determine in
advance the relative weight to be given to the performance of each
profit center in the calculation of awards. If a participant is
transferred to a different business unit during the Plan Year he or
she shall be eligible to receive a bonus for each of the Business
Units to which the participant was assigned during the Plan Year,
prorated for the amount of time worked in each assignment, unless
the Chief Executive Officer determines that a different proration
is warranted in the circumstances.
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In the event of
another significant change in the responsibilities and duties of a
participant during a Plan Year, the Chief Executive Officer shall
have the authority, in his sole discretion, to terminate the
participant’s participation in the Plan, if such change
results in diminished responsibilities, or to make such changes as
he deems appropriate in (i) the target award the participant
is eligible to earn, (ii) the participant’s applicable
goal(s) and (iii) the period during which the
participant’s applicable award applies.
4.
Participants Added During Plan Year .
A person
selected for participation in the Plan after the beginning of a
Plan Year will be eligible to earn a prorated portion of the award
the participant might have otherwise earned for a full year’s
service under the Plan during that Plan Year, provided the
participant is actively employed as a participant under the Plan
for at least 120 days during the Plan Year. The amount of the
award, if any, earned by such participant for such Plan Year shall
be based on the number of full months of the Plan Year during which
the employee participated in the Plan.
5.
Disqualification for Unsatisfactory Performance
.
Any participant
whose performance is found to be unsatisfactory or who shall have
violated in any material respect the Company’s Policy on
Legal Compliance and Ethical Business Practices shall not be
eligible to receive an award under the Plan in the current Plan
Year. The participant shall be eligible to be considered by the
Chief Executive Officer for reinstatement to the Plan in subsequent
Plan Years. Any determination of unsatisfactory performance or of
violation of the Company’s Policy on Legal Compliance and
Ethical Business Practices shall be made by the Chief Executive
Officer. Participants who are found ineligible for participation in
a Plan Year due to unsatisfactory performance will be so notified
in writing prior to October 31 of the Plan Year.
6.
Termination of Employment .
A participant
whose employment is terminated voluntarily or involuntarily, except
by reason of death, medical disability or voluntary retirement,
prior to the end of a Plan Year shall not be eligible to receive an
award under the Plan. A participant who voluntarily retires, is on
medical leave of absence or the estate of a participant who dies
during the Plan Year will be eligible to receive the sum of a
prorated portion of the award (positive or negative) the
participant would have otherwise received for a full year’s
service under the Plan, provided the participant is actively
employed as a participant under the Plan for at least 120 days
during the Plan Year, and the participant’s bonus bank
(positive or negative). The amount of any award payable to such
disabled or retired participant or the estate of such deceased
participant shall be based on the number of full months of the Plan
Year during which the disabled, retired or deceased employee was
classified in the Company’s payroll system as an active
employee. A participant who has received or is receiving severance
pay at the end of the Plan Year shall be considered a terminated
employee and shall not be eligible to receive an award under the
Plan.
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7.
Economic Value Added (“EVA”)
Calculation
EVA for a
Business Unit or the entire Company, as applicable, shall be the
result of a Business Unit’s or the Company’s net
operating profit after taxes less a charge for capital employed by
that Business Unit or the Company. The Company will track the
change in EVA by Business Unit over each Plan Year for the purpose
of determining bonus as further described below.
Participants
are eligible to earn cash awards based on (i) change in EVA
for a Business Unit and (ii) achievement of individual
Performance Plan Goals to be approved by the Chief Executive
Officer prior to March 31 of each Plan Year. Prior to the
beginning of each Plan Year, the Chief Executive Officer will
establish for each Business Unit and for the Com
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