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AMENDED AND RESTATED GENESCO EMPLOYEE STOCK PURCHASE PLAN

Stock Purchase Agreement

AMENDED AND RESTATED
GENESCO EMPLOYEE STOCK PURCHASE PLAN | Document Parties: GENESCO INC You are currently viewing:
This Stock Purchase Agreement involves

GENESCO INC

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Title: AMENDED AND RESTATED GENESCO EMPLOYEE STOCK PURCHASE PLAN
Governing Law: Tennessee     Date: 4/2/2008
Industry: Retail (Apparel)     Sector: Services

AMENDED AND RESTATED
GENESCO EMPLOYEE STOCK PURCHASE PLAN, Parties: genesco inc
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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:
  (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

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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 t

 
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