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EXHIBIT (10)a.
AMENDED AND RESTATED
GENESCO EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED EFFECTIVE OCTOBER 1, 2005)
ARTICLE I.
INTRODUCTION
1.1
ESTABLISHMENT OF
PLAN
Genesco
Inc., a Tennessee corporation ("Genesco") with principal
offices
located in Nashville, Tennessee, adopts the
following employee stock purchase
plan for its eligible employees, effective
on October 1, 1995, as amended
effective October 1, 2005, subject to
Section 3.1. This Plan shall be known as
the Genesco Employee Stock Purchase
Plan.
1.2
PURPOSE
The purpose of this
Plan is to provide an opportunity for eligible
employees of the Employer to become
shareholders in Genesco. It is believed that
broad-based employee participation in the
ownership of the business will help to
achieve the unity of purpose conducive to
the continued growth of the Employer
and to the mutual benefit of its employees
and shareholders.
1.3
QUALIFICATION
This Plan
is intended to be an employee stock purchase plan which
qualifies for favorable Federal income tax
treatment under Section 423 of the
Code and is intended to comply with the
provisions thereof, including the
requirement of Section 423(b)(5) of the
Code that all Employees granted options
to purchase Shares under the Plan have the
same rights and privileges with
respect to such options.
1.4
RULE 16b-3
COMPLIANCE
This Plan
is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, and should be
interpreted in accordance therewith.
ARTICLE II.
DEFINITIONS
As used
herein, the following words and phrases shall have the meanings
specified below:
2.1
CLOSING MARKET
PRICE
The last
sale price of the Shares as reported on the New York Stock
Exchange on the date specified or, if no
sales occurred on such day, on the most
recent day when sales occurred; but if
there should be any material alteration
in the present system of reporting sales
prices of such
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Shares, or if such Shares should no longer
be listed on the New York Stock
Exchange, the market value of the Shares as
of a particular date shall be
determined in such a method as shall be
specified by the Plan Administrator.
2.2
CODE
The
Internal Revenue Code of 1986, as amended from time to time.
2.3
CONTRIBUTION
ACCOUNT
The
account established on behalf of a Participant to which shall
be
credited the amount of the Participant's
contribution, pursuant to Article V.
2.4
EMPLOYEE
Each
employee of an Employer (a) who is not a Highly Compensated
employee
as described in Code Section 414(q), (b)
who is not a Statutory Insider, and (c)
whose customary employment by the Employer
is greater than 20 hours per week and
greater than five months per year.
2.5
EMPLOYER
Genesco or
any corporation (i) which is a Subsidiary of Genesco, (ii)
which is authorized by the Board of
Directors to adopt this Plan with respect to
its Employees, and (iii) which adopts this
Plan. The term "Employer" shall
include any corporation into which an
Employer may be merged or consolidated or
to which all or substantially all of its
assets may be transferred, provided
such corporation does not affirmatively
disavow this Plan.
2.6
EXERCISE
DATE
The last trading
date of the Plan Year on the New York Stock Exchange.
2.7
EXERCISE
PRICE
The price
per share of the Shares to be charged to Participants at the
Exercise Date, as determined in Section
6.3.
2.8
FIVE-PERCENT
SHAREHOLDER
An
Employee who owns five percent or more of the total combined
voting
power or value of all classes of stock of
Genesco or any Subsidiary thereof. In
determining this five percent test, shares
of stock which the Employee may
purchase under outstanding options, as well
as stock attributed to the Employee
under Section 424(d) of the Code, shall be
treated as stock owned by the
Employee in the numerator, but shares of
stock which may be issued under options
shall not be counted in the total of
outstanding shares in the denominator.
2.9
GRANT DATE
The first
trading day on the New York Stock Exchange on or after October
1
of each year.
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2.10
PARTICIPANT
Any
Employee of an Employer who has met the conditions for eligibility
as
provided in Article IV and who has elected
to participate in the Plan.
2.11
PLAN
The
Genesco Employee Stock Purchase Plan.
2.12
PLAN ADMINISTRATOR
The
committee composed of one or more individuals to whom authority
is
delegated by Genesco's board of directors
to administer the Plan. The Plan
Administrator shall initially be the
Compensation Committee of Genesco's board
of directors.
2.13
PLAN YEAR
The Plan
Year shall be coterminous with the fiscal year of Genesco. The
enrollment year shall be the first day of
October and ending on the last day of
September in the following calendar year.
The initial enrollment year commenced
on October 1, 1995.
2.14
SHARES
Those
shares of common stock of Genesco which are reserved pursuant
to
Section 6.1 for issuance upon the exercise
of options granted under this Plan.
2.15
STATUTORY INSIDER
Any
individual subject to Section 16(a) of the Securities Exchange Act
of
1934, as amended, and any other person so
designated by resolution of the Board
of Directors.
2.16
SUBSIDIARY
Any
corporation (other than Genesco) in an unbroken chain of
corporations
beginning with Genesco if, at the time of
the granting of the option, each of
the corporations other than the last
corporation in the chain owns stock
possessing 50% or more of the combined
voting power of all classes of stock in
one of the other corporations in such
chain.
ARTICLE III.
SHAREHOLDER APPROVAL
3.1
SHAREHOLDER
APPROVAL OF PLAN
If the
Plan is not approved by the shareholders of Genesco before
October
1, 1995, it shall not take effect.
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3.2
SHAREHOLDER
APPROVAL FOR CERTAIN AMENDMENTS
Without
the approval of the shareholders of Genesco, no amendment to
this
Plan shall:
(i)
increase the
number of Shares reserved under the Plan, other than as
provided in Section 10.3;
(ii)
make participation in
the Plan available to any person who is not an
Employee; or
(iii) make
participation in the Plan available to employees or any
corporation other than Genesco or any Subsidiary which adopts
the
Plan.
Approval
by shareholders must comply with applicable provisions of the
corporate charter and bylaws of Genesco,
and with Tennessee law prescribing the
method and degree of shareholder approval
required for issuance of corporate
stock or options.
ARTICLE IV.
ELIGIBILITY AND PARTICIPATION
4.1
CONDITIONS
Each
Employee shall become eligible to become a Participant on October
1,
1995 or any October 1 thereafter if such
Employee has been employed by the
Employer for a continuous period of at
least six months prior to such date. No
Employee who is a Five-Percent Shareholder
shall be eligible to participate in
the Plan. Notwithstanding anything to the
contrary contained herein, no
individual who is not an Employee shall be
granted an option to purchase Shares
under the Plan.
4.2
APPLICATION FOR
PARTICIPATION
Each
Employee who becomes eligible to participate shall be furnished
a
summary of the Plan and an enrollment form.
If such Employee elects to
participate hereunder, he shall complete
such form and file it with his Employer
no later than the next September 15. The
completed enrollment form shall
indicate the amount of Employee
contribution authorized by the Employee. If no
new enrollment form is filed by a
Participant in advance of any Plan Year after
the initial Plan Year, that Participant
shall be deemed to have elected to
continue to participate with the same
contribution previously elected (subject
to the limit of 15% of base pay).
4.3
DATE OF
PARTICIPATION
All
Employees who elect to participate shall be enrolled in the
Plan
commencing with the first paydate after the
October 1 following their submission
of the enrollment form. Upon becoming a
Participant, the Participant shall be
bound by the terms of this Plan, including
any amendments whenever made.
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ARTICLE
V.
CONTRIBUTION ACCOUNT
5.1
EMPLOYEE
CONTRIBUTIONS
The
enrollment form signed by each Participant shall authorize the
Employer to deduct from the Participant's
compensation an after-tax amount in an
exact number of dollars during each payroll
period which may not be less than
five dollars ($5.00) nor more than 15% of
the Participant's base pay on the
October 1 on which his enrollment is
effective. The term "base pay" shall be
determined before subtracting any of the
Employee's contributions to the Genesco
401(k) plan and the Flexible Spending
Accounts Plan. The dollar amount deducted
on each paydate shall be credited to the
Participant's Contribution Account. No
interest will accrue on any contributions
or on the balance in a Participant's
Contribution Account. The Company's
obligations to Participants with respect to
the Contributions under the Plan are
unfunded and unsecured and Participants,
their heirs and Legal Representatives are
unsecured general creditors with no
legal rights or claims to any particular
assets of the Company.
5.2
MODIFICATION OF
CONTRIBUTION RATE
No change
shall be permitted in a Participant's amount of withholding
except upon October 1, and then only if the
Participant files a new enrollment
form with the Employer at least 15 days in
advance of such date designating the
desired withholding rate; except that a
Participant may notify the Employer at
any time (except during the period from
September 15 through September 30) that
he wishes to discontinue his contributions.
This notice shall be in writing and
on such forms as provided by the Employer
and shall become effective as of a
date provided on the form not more than 30
days following its receipt by the
Employer. If a Participant discontinues his
or her participation in the Plan,
the Participant may withdraw his or her
account balance or leave the account
balance in the Plan and his or her election
to purchase for such enrollment year
shall remain in effect. If the election to
purchase is not subsequently
withdrawn and the Participant does not
terminate employment, the account balance
will be applied to the purchase of Shares
on the Exercise Date.
5.3
WITHDRAWAL OF
CONTRIBUTIONS
A
Participant may elect to withdraw the balance of his
Contribution
Account at any time during the Plan Year
prior to the Exercise Date (except
during the period from September 15 through
September 30). The option granted to
a Participant shall be canceled upon his
withdrawal of the balance in his
Contribution Account. The election to
withdraw must be in writing on such forms
as may be provided by the Employer. No
further contributions may be made with
respect to a Plan Year in which a
withdrawal occurs.
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ARTICLE VI.
ISSUANCE AND EXERCIS
