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Exhibit 10.1
STOCK CREDIT PLAN FOR
2008-2009
Of
MACY'S, INC.
1. Purpose of the Plan.
The purpose of this Plan is to further the achievement of
certain priorities of the strategic plan of Macy's, Inc. (the
"Company") by offering long-term incentives in addition to current
compensation to those officers and key employees of the Company and
its subsidiaries who will be largely responsible for such
achievement.
2. Administration of the Plan.
The Plan shall be administered by the Compensation and
Management Development Committee of the Board of Directors of the
Company (the "Committee"). No member of the Committee while
serving as such shall be eligible for participation in the
Plan.
Subject to the provisions of the Plan, the Committee shall have
exclusive power to select the employees to be granted Stock
Credits, to determine the number of Stock Credits to be granted to
each employee selected, to determine the type of Stock Credits to
be granted to each participant, to determine the time or times when
Stock Credits will be granted, and to determine that all
participants shall be of a single class or to divide participants
into different classes. Subject to the requirements of Section 409A
and the terms of this Stock Credit Plan, the Committee shall
determine the time or times, and the conditions, subject to which
any awards may become payable and may, in its sole discretion,
waive or accelerate any provision of this Plan. In the case of the
CEO's grants, any actions recommended by the Committee are subject
to approval by the Board of Directors.
Decisions and determinations by the Committee shall be final and
binding upon all parties, including shareholders, participants, and
other employees. The Committee shall have the authority to
interpret the Plan, to establish and revise rules and regulations
relating to the Plan, and to make any other determinations that it
believes necessary or advisable for the administration of the
Plan.
3. Participation.
Individual participants in the Plan shall be selected by the
Committee from key employees of the Company and its subsidiaries.
The term "employee" shall mean any person (including any officer)
employed by the Company or a subsidiary on a salaried basis and,
except as provided in Section 2 above with respect to Committee
members, no employee shall be excluded because he is also a
Director of the Company or any of its subsidiaries.
4. Stock Credits.
Awards under this Plan shall be granted to a participant in the
form of Stock Credits ("Stock Credits"), which shall be credited to
a Stock Credit Account to be maintained for such participant. Each
Stock Credit shall be deemed to be equivalent in value to one share
of Common Stock of the Company. Stock Credits awarded under
this Plan shall be credited with dividend equivalents during the
Holding Period until such Stock Credits are forfeited or paid out
pursuant to Section 7 or 8 below. Dividend equivalents, which
will be paid only on whole, not fractional, Stock Credits, will be
converted to additional Stock Credits (in whole and fractional
shares) based on the 20-trading day average closing price of the
Common Stock of the Company as reported on the New York Stock
Exchange ending on the record date for the dividend.
The Committee may award the following Stock Credits: (i)
Core Stock Credits, a portion of which may be earned based on
achievement of certain strategic objectives of the Company during
the Performance Period ("Performance-Based Core Stock Credits"),
and a portion of which may be earned based solely on the
participant's service ("Time-Based Core Stock Credits"), and (ii)
on a limited basis, My Macy's/Consolidation Stock Credits, which
may be earned based on achievement of certain strategic objectives
related to sales in the My Macy's regions and division
consolidation savings during the Performance Period.
5. Time of Grant of Awards.
The Committee shall make grants of awards of Stock Credits
during the first year of the Performance Period (i.e., Spring
2008).
6. Right to Payment of Stock Credits.
A participant shall have no right to receive payment for any
part of his Stock Credits and all of his Stock Credits shall be
forfeited unless he remains in the employment of the Company or a
subsidiary at all times from the date of grant of the award through
the earliest to occur of:
(a) the last day of the
Holding Period;
(b) his retirement date
(defined as any time after age 62 with at least 10 years of vesting
service, as determined for purposes of the Macy's, Inc. Cash
Account Pension Plan) during the Performance Period or the Holding
Period;
(c) his retirement date
(defined as any time between age 55 and age 62 with at least 10
years of vesting service, as determined for purposes of the Macy's,
Inc. Cash Account Pension Plan) during the Holding Period;
(d) his involuntary
termination without Cause;
(e) with respect to
Time-Based Core Stock Credits, his death while employed by the
Company or a subsidiary or, with respect to Performance-Based Core
Stock Credits and My Macy's/Consolidation Stock Credits, his death
during the Holding Period;
(f) with respect to
Time-Based Core Stock Credits, Total Disability while employed by
the Company or a subsidiary or, with respect to Performance-Based
Core Stock Credits and My Macy's/Consolidation Stock Credits, Total
Disability during the Holding Period; or
(g) the circumstances
described in Section 7.
The extent to which a participant earns the right to receive
payment of all or part of the Stock Credits in an award grant shall
be determined by the Committee, as follows:
(a) for those
participants who receive Time-Based Core Stock Credits, each
participant shall receive all such Time-Based Stock Credits;
(b) for those
participants who receive Performance-Based Core Stock Credits, each
participant shall receive payment of the same percentage of those
Performance-Based Core Stock Credits as all other participants;
and
(c) for those
participants who receive My Macy's/Consolidation Stock Credits,
each participant shall receive payment of the same percentage of
those My Macy's/Consolidation Stock Credits as all other
participants who receive My Macy's/Consolidation Stock
Credits.
Any Stock Credits allocated to a participant that are not paid
shall be forfeited. Payment of Stock Credits shall include
any applicable dividend equivalents credited to such Stock Credits
pursuant to Section 4.
A participant who, during the Performance Period (i) retires at
or after age 62 with at least 10 years of vesting service, or (ii)
is terminated without Cause, will receive a payment equal to the
number of Stock Credits earned during the Performance Period under
this Section 6 multiplied by a fraction, the numerator of which is
the number of months that the participant was employed during the
Performance Period and the denominator of which is 24. The
payment will be made at the same time and in the same manner as
applicable to the active participants.
A participant who, during the Holding Period (i) retires at or
after age 62 with at least 10 years of vesting service, or (ii) is
terminated without Cause, will receive the number of Stock Credits
earned during the Performance Period under this Section 6. The
payment will be made at the same time and in the same manner as
applicable to the active participants.
A participant who retires during the Holding Period between age
55 and 62 with at least 10 years of vesting service will be
entitled to a pro-rata payment of his Stock Credits equal to the
number of Stock Credits (whether Time Based or Performance Based,
and including dividend equivalents) earned during the Performance
Period under this Section 6, one-half of which is multiplied by a
fraction, the numerator of which is the total number of months that
the participant was employed during the Performance Period plus the
Holding Period and the denominator of which is 48 and the other
half of which is multiplied by a fraction, the numerator of which
is the total number of months that the participant was employed
during the Performance Period plus the Holding Period and the
denominator of which is 60. The payment will be made at the same
time and in the same manner as applicable to the active
participants.
In the case of death or Total
Disability during the Performance Period, a payment equal to the
pro-rata portion of the Time-Based Core Stock Credits earned by the
participant, discounted to present value (using the Company's
standard discount rate) at the time of death or determination of
the Total Disability, will be made to the participant's designated
beneficiary, or if no beneficiary has been designated, to the
participant's estate or to the participant, such pro-ration to be
based on the number of months that the participant was employed
during the Performance Period.
In the case of death or Total Di
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