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EXHIBIT (10)c.
GENESCO INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS
INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of this _____ day of
_______________, 2005 (the "Grant Date"),
by and between Genesco Inc., a Tennessee
corporation (together with its
Subsidiaries and Affiliates, the
"Company"), and __________________ (the
"Optionee"). Capitalized terms not
otherwise defined herein shall have the
meaning ascribed to such terms in the
Genesco Inc. 2005 Equity Incentive Plan
(the "Plan").
WHEREAS,
the Company has adopted the Plan, which permits the issuance of
stock options for the purchase of shares of
the common stock, par value One
Dollar ($1.00) per share, of the Company
(the "Shares"); and
WHEREAS,
the Company desires to afford the Optionee an opportunity to
purchase Shares as hereinafter provided in
accordance with the provisions of the
Plan;
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter
set
forth and for other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged, the
parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant
of Option.
(a) The Company grants as of the date of this Agreement the right
and
option (the "Option") to purchase
__________ Shares, in whole or in part (the
"Option Stock"), at an exercise price of
____________________________________
and No/100 Dollars ($_________) per Share,
on the terms and conditions set forth
in this Agreement and subject to all
provisions of the Plan. The Optionee,
holder or beneficiary of the Option shall
not have any of the rights of a
shareholder with respect to the Option
Stock until such person has become a
holder of such Shares by the due exercise
of the Option and payment of the
Option Payment (as defined in Section 3
below) in accordance with this
Agreement.
(b) The Option
shall be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and
this Agreement shall be interpreted in a
manner consistent therewith. In order
to provide the Company with the opportunity
to claim the benefit of any income
tax deduction which may be available to it
upon the exercise of the Option and
in order to comply with all applicable
federal or state tax laws or regulations,
the Company may take such action as it
deems appropriate to insure that, if
necessary, all applicable federal, state or
other taxes are withheld or
collected from the Optionee.
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2.
Exercise of Option. The Optionee may exercise the Option with
respect
to (i) 25% of the Option Stock on or after
the first anniversary of the Grant
Date, (ii) 50% of the Option Stock on or
after the second anniversary of the
Grant Date, (iii) 75% of the Option Stock
on or after the third anniversary of
the Grant Date, and (iv) 100% of the Option
Stock on or after the fourth
anniversary of the Grant Date, provided in
all cases that the Optionee has been
an employee of the Company at all times
from the Grant Date to the applicable
anniversary (the period between the Grant
Date and the anniversary applicable to
particular Shares of Option Stock being
referred to as the "Vesting Period" for
such shares). Notwithstanding the above,
the Option shall vest and become
exercisable with respect to all the Option
Stock upon the occurrence of a Change
in Control or Potential Change in Control
and shall be governed by the
provisions of Section 13 of the Plan. In
the event that the Optionee dies, is
Disabled or elects Normal Retirement before
the expiration of the Vesting
Period, the Option shall vest as of the
date of such death, disability or Normal
Retirement, as the case may be, on a pro
rata basis with respect to the amount
of the Vesting Period that has elapsed,
rounded to the nearest whole share. If
Optionee elects Early Retirement prior to
the expiration of the Vesting Period,
this Option shall vest as though Optionee
had elected Normal Retirement,
provided that the Optionee's Early
Retirement is with the consent of the
Committee.
3. Manner
of Exercise. The Option may be exercised in whole or in part at
any time within the period permitted
hereunder for the exercise of the Option,
with respect to whole Shares only, by
serving written notice of intent to
exercise the Option delivered to the
Company at its principal office (or to the
Company's designated agent), stating the
number of Shares to be purchased, the
person or persons in whose name the Shares
are to be registered and each such
person's address and social security
number. Such notice shall not be effective
unless accompanied by payment in full of
the Option Price for the number of
Shares with respect to which the Option is
then being exercised (the "Option
Payment") and cash equal to the required
withholding taxes is as set forth by
Internal Revenue Service and applicable
State tax guidelines for the employer's
minimum statutory withholding. Subject to
applicable securities laws, the
Optionee may also exercise the Option by
delivering a notice of exercise of the
Option and by simultaneously selling the
Shares of Option Stock thereby acquired
pursuant to a brokerage or similar
agreement approved in advance by proper
officers of the Company, using the proceeds
of such sale as payment of the
Option Payment, together with any
applicable withholding taxes. The Optionee
shall notify the Company of any disposition
of shares acquired under this
Agreement if such disposition occurs within
two years after the date of gra
