Exhibit (10)u.
AMENDED AND RESTATED
GENESCO EMPLOYEE STOCK PURCHASE PLAN
(as amended effective August 22, 2007)
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, and August 22,
2007, 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 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.
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2.9 Grant Date
The first trading day on the New York
Stock Exchange on or after October 1 of each year.
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. The 2007 Plan Year (February 1, 2007 to
January 31, 2008) and the 2006 enrollment year
(October 1, 2006 to September 30, 2007) shall each
respectively end on September 28, 2007 and the 2007 Plan and
the 2006 enrollment year shall be the final Plan Year and
enrollment year under this Plan.
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.
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2.17 Merger Agreement
The Agreement and Plan of Merger by
and among The Finish Line, Inc., Headwind, Inc. and Genesco Inc.
dated June 17, 2007.
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.
3.2 Shareholder Approval for
Certain Amendments
Without the approval of the
shareholders of Genesco, no amendment to this Plan shall:
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(i) |
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increase the number of Shares reserved under the Plan, other
than as provided in Section 10.3; |
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(ii) |
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make participation in the Plan available to any person who is
not an Employee; or |
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(iii) |
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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
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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.
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. No
Participant contributions shall be accepted by the Employer under
this Plan after September 28, 2007.
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.
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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
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