<PAGE>
EXHIBIT (10)d.
GENESCO INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS
NON-QUALIFIED 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 $1.00
per share, of the Company (the "Shares");
and
WHEREAS,
the Company desires to afford the Optionee an opportunity to
purchase Shares as hereinafter provided in
accordance with the provisions of the
Plan;
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter
set
forth and for other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged, the
parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant
of Option.
(a) The Company grants as of the date of this Agreement the right
and
option (the "Option") to purchase
__________ Shares, in whole or in part (the
"Option Stock"), at an exercise price of
___________________________________ and
No/100 Dollars ($_________) 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 a non-qualified stock option. 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.
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
<PAGE>
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 withhold
