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Exhibit 10.1
BELK, INC. 2005 TRANSITION INCENTIVE PLAN
Executive Transition Incentive Plan
CERTIFICATE
This CERTIFICATE and the attached Exhibit A
set forth the terms and conditions
under which Belk will issue shares of Belk,
Inc. Class B common stock ("Stock")
to Executive based on the extent to which
Belk meets or exceeds the Performance
Goals for each Performance Period of the
Executive Transition Incentive Plan
("Transition Incentive Plan") as defined in
Exhibit A. Notwithstanding any
provision to the contrary, no shares will
be issued under this CERTIFICATE to
any Executive who is a "covered employee"
under Section 162(m) of the Internal
Revenue Code unless and until the
shareholders of Belk approve the material
terms under which the shares of stock are
to be issued, including the
performance goals. All of the terms used in
this CERTIFICATE and in Exhibit A
that begin with a capital letter are either
defined in this CERTIFICATE, in
Exhibit A or in the Belk, Inc. 2000
Incentive Stock Plan, which is incorporated
by reference.
Executive: Name
------------------- -------------------
Performance
Performance
Period 1
Period 2
--------------------------------------
------------------- -------------------
Performance Period
Fall FY06 --
Fall FY07 --
Spring FY07
Spring FY08
--------------------------------------
------------------- -------------------
Target Number of Shares
X
X
--------------------------------------
------------------- -------------------
Performance Goals
--------------------------------------
------------------- -------------------
Sales Goal
($
million)
X
X
--------------------------------------
------------------- -------------------
EBIT Goal
X
X
--------------------------------------
------------------- -------------------
BELK, INC.
BY:
-------------------------------
Name, Title
DATE:
-------------------------------
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EXHIBIT A
Terms and Conditions
Section 1. Executive. The term "Executive"
means the designated Belk senior
executive who has been selected by the
Committee in its discretion to
participate in the Transition Incentive
Plan for a Performance Period within the
first 90 days of such Performance Period.
The Committee shall have the right in
its discretion to add or remove Executives
from participation in the Transition
Incentive Plan for a given Performance
Period.
Section 2. Target Number of Shares. The
term "Target Number of Shares" means the
number of shares of Stock shown opposite
such term on the CERTIFICATE.
Section 3. Definitions.
3.1 Business Criteria.
The term "Business Criteria" for purposes of
this Program means (1) Belk's sales, and
(2) Belk's normalized earnings before
interest and taxes.
3.2 Committee. The term "Committee" means the Compensation
Committee of
the Board of Directors of Belk, or, if all
the members of such Committee fail to
satisfy the requirements to be an "outside
director" under Section 162(m) of the
Code, a sub-committee of such committee
which consists solely of members who
satisfy such requirements.
3.3 Performance Period. The term "Performance Period" means each of
the
two twelve month periods for Belk that is
shown opposite such term on the
CERTIFICATE.
Section 4. Performance Goals.
4.1 General. The Committee shall set forth
in writing the Performance Goals for
each Participant for a Performance Period
no later than 90 days after the
beginning of such Performance Period based
on such Business Criteria as the
Committee deems appropriate under the
circumstances. The Committee shall have
the right to use different Business
Criteria for different Participants, and the
Committee shall have the right to set
different Performance Goals for
Participants whose goals look to the same
Business Criteria. The Business
Criteria for each Participant may be based
on company-wide performance,
division-specific performance,
department-specific performance, personal
performance or on any combination of such
criteria. No later than 90 days after
the beginning of the Performance Period,
the Committee shall establish the
general, objective rules which the
Committee will use to determine the extent,
if any, that a Participant's Performance
Goals have been met and the specific,
objective rules, if any, regarding any
exceptions to the use of such general
rules. Further, in determining whether the
Performance Goals for a Performance
Period have been satisfied, the Committee
may look at the performance of Belk on
the first day of the Performance Period,
the last day of the Performance Period,
or either such date if there is an
acquisition, disposition, or other corporate
transaction involving Belk during such
Performance Period.
4.2 Specific Performance Goals. The
Performance Goals for a Performance Period
shall be based on a Sales Goal and/or an
EBIT Goal.
4.3 Sales Goal.
(a) Goal and Goal Adjustments. The term "Sales Goal" means the
sales
goal for Belk for the Performance Period
shown opposite such term on the
CERTIFICATE.
(b) Shares Subject to Goal. Fifty percent (50%) of the Target
Number of
Shares of Stock shall be subject to the
Sales Goal ("Sales Shares"), and no such
shares shall be issuable to Executive for
the Performance Period under this
Section 4.3 if Belk's sales for the
Performance Period are less than 95% of the
Sales Goal for such period.
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(c) Percentage of Sales Shares to be Issued. If Belk's sales for
the
Performance Period equal or exceeds 100% of
the Sales Goal for such period, then
the percentage of the Sales Shares issuable
(subject to Section 5 and Section 6)
under this Section 4.3 to Executive is
equal to 100% of the Sales Shares. If
Belk's sales for the Performance Period is
equal to or greater than 97.5% and
less than 100% of the Sales Goal for such
period, then the percentage of the
Sales Shares issuable (subject to Section 5
and Section 6) under this Section
4.3 to Executive is equal to 75% of the
Sales Shares. If Belk's sales for the
Performance Period is greater than or equal
to 95% and less than 97.5% of the
Sales Goal for such period, then the
percentage of the Sales Shares issuable
(subject to Section 5 and Section 6) under
this Section 4.3 to E
