Washington | 001-15059 | 91-0515058 | ||
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
1617 SIXTH AVENUE, SEATTLE, WASHINGTON | 98101 | |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
2008 | ||||
Named Executive | Bonus | |||
Officer | (1) | |||
Blake W. Nordstrom
|
$ | | ||
President
|
||||
|
||||
Peter E. Nordstrom
|
$ | | ||
EVP and President,
Merchandising
|
||||
|
||||
Erik B. Nordstrom
|
$ | | ||
EVP and President,
Stores
|
||||
|
||||
Michael G. Koppel
|
$ | 108,000 | ||
EVP and Chief
Financial Officer
|
||||
|
||||
Daniel F. Little
|
$ | 78,750 | ||
EVP and Chief
Administrative Officer
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(1) | The 2008 cash bonuses were determined based on the achievement of pre-established performance measures set by the Committee under the shareholder approved Nordstrom, Inc. Executive Management Group Bonus Plan (the EMG Plan). |
Named Executive
Officer |
2009 PSUs
Awarded |
|||
Blake W. Nordstrom
President |
19,488 | |||
Peter E. Nordstrom
EVP and President, Merchandising |
18,096 | |||
Erik B. Nordstrom
EVP and President, Stores |
18,096 | |||
Michael G. Koppel
EVP and Chief Financial Officer |
13,363 | |||
Daniel F. Little
EVP and Chief Administrative Officer |
11,693 |
Bonus Target | Bonus Maximum | |||||||||||
Named Executive | as a % of Base | as a % of | Bonus Measures | |||||||||
Officer | Salary | Base Salary | and Weighting | |||||||||
Blake W. Nordstrom
|
100 | % | 250 | % | EBIT with an ROIC Threshold: 100% | |||||||
President
|
||||||||||||
Peter E. Nordstrom
|
100 | % | 250 | % | EBIT with an ROIC Threshold: 100% | |||||||
EVP and President,
Merchandising
|
||||||||||||
Erik B. Nordstrom
|
100 | % | 250 | % | EBIT with an ROIC Threshold: 100% | |||||||
EVP and President, Stores
|
||||||||||||
Michael G. Koppel
|
80 | % | 250 | % | EBIT with an ROIC Threshold: 100% | |||||||
EVP and Chief Financial
Officer
|
||||||||||||
Daniel F. Little
|
80 | % | 250 | % | EBIT with an ROIC Threshold: 100% | |||||||
EVP and Chief
Administrative Officer
|
EXHIBIT | ||
NUMBER | DESCRIPTION | |
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||
10.1
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Form of Independent Director Indemnification Agreement | |
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10.2
|
2009 Nonqualified Stock Option Grant Agreement and Form of Notice | |
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10.3
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2009 Performance Share Unit Award Agreement and Form of Notice | |
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||
10.4
|
Amendment 2009-1 to the Nordstrom Supplemental Executive Retirement Plan | |
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||
10.5
|
Amendment 2009-1 to the Nordstrom 401(k) Plan & Profit Sharing |
NORDSTROM, INC.
By:
/s/ David G. Johansen
David G. Johansen
Vice President and Secretary
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION
Form of Independent Director Indemnification Agreement
2009 Nonqualified Stock Option Grant Agreement and Form of Notice
2009 Performance Share Unit Award Agreement and Form of Notice
Amendment 2009-1 to the Nordstrom Supplemental Executive Retirement Plan
Amendment 2009-1 to the Nordstrom 401(k) Plan & Profit Sharing
2
3
4
5
6
7
8
9
Company |
NORDSTROM, INC.
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By | /s/ Blake W. Nordstrom | |||
Blake W. Nordstrom, President | ||||
Indemnitee |
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STATE OF
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COUNTY OF
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(Seal or stamp)
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Notary Signature | |
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Print/Type Name | |
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Notary Public in and for the State of | |
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residing at | |
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My appointment expires | |
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Nonqualified Stock Option Grant Agreement
Time-Vested Option |
2009 |
1. | OPTION PRICE | |
The option price is one hundred percent (100%) of the fair market value of the Companys Common Stock (Common Stock), as determined by the closing price of the Common Stock on the New York Stock Exchange on the date of grant. For this purpose, the date of grant is indicated in the Notice and reflects either the date the Compensation Committee approves the grant, or if this date falls within a closed trading period, the first trading day thereafter that falls within an open trading window. | ||
2. | VESTING AND EXERCISING OF OPTION | |
Except as set forth in Section 5, the Option shall vest and be exercisable pursuant to the terms of the vesting schedule set forth in the Notice. |
(a) | Method of Exercise. The Option shall be exercisable (only to the extent vested) by a written notice in a form prescribed by the Company that shall: |
(i) | state the election to exercise the Option, the number of shares, the total option price, and the name and address of the Optionee; | ||
(ii) | be signed by the person entitled to exercise the Option; and | ||
(iii) | be in writing and delivered to Nordstrom Leadership Benefits (either directly or through a broker). |
The Company has made arrangements with a broker for stock option management and exercises. | |||
(b) | Payment upon Exercise. Payment of the purchase price of any shares with respect to which an Option is being exercised shall be by: |
(i) | check or bank wire transfer, | ||
(ii) | the surrender of shares of Common Stock previously held for at least six months by the Optionee, or where not acquired by the Optionee by exercising a stock option, having a fair market value at least equal to the exercise price, or | ||
(iii) | giving an irrevocable direction for a broker approved by the Company to sell all or part of the Option shares and to deliver to the Company from the sale proceeds in an amount sufficient to pay the option exercise price and any amount required to be withheld to meet the Companys minimum statutory withholding requirements, including the employees share of payroll taxes. | ||
(The balance of the sale proceeds, if any, will be delivered to
the Optionee.) |
The certificate(s) or shares of Common Stock as to which the Option shall be exercised shall be registered in the name of the person(s) exercising the Option unless another person is specified. An Option hereunder may not at any time be exercised for a fractional number of shares. | |||
(c) | Restrictions on Exercise. These Options may not be exercised if the issuance of the shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation, or the Companys Insider Trading Policy. As a condition to the exercise of these Options, the Company may require the person exercising the Options to make any representation and warranty to the Company as the Companys counsel advises and as may be required by the Company or by any applicable law or regulation. |
3. | ACCEPTANCE OF OPTIONS | |
Although the Company does not require the Optionees signature upon accepting the grant, the Optionee remains subject to the terms and conditions of this Agreement. | ||
4. | NONTRANSFERABILITY OF OPTIONS | |
The Option may not be sold, pledged, assigned or transferred in any manner otherwise than, in the event of the Optionees death, either indicated on a valid Nordstrom Beneficiary Designation form, by will or the laws of descent and distribution and, except as set forth in Section 5 below, may be exercised during the lifetime of the Optionee only by the Optionee or by the guardian or legal representative of the Optionee. The terms of the Option shall be binding upon the executors, administrators, heirs and successors of the Optionee. | ||
5. | SEPARATION OF EMPLOYMENT | |
Except as set forth below, a vested Option may only be exercised while the Optionee is an employee of the Company. If an Optionees employment is terminated, the Optionee or his or her legal representative shall have the right to exercise the Option after such termination as follows: |
(a) | If the Optionee dies while employed by the Company, the persons named on the Optionees Beneficiary Designation form may exercise such rights. If no Beneficiary Designation form is on file with the Company, then the person to whom the Optionees rights have passed by will or the laws of descent and distribution may exercise such rights. If the Option was granted at least six months prior to the death of the Optionee while employed by the Company, it shall immediately vest and may be exercised during the period ending four years after the Optionees death, but in no event later than 10 years after the date of grant. If the Option was granted less than six months prior to death, such Option shall be forfeited as of the date of death. | ||
(b) | If the Optionee is separated due to his or her disability, as defined in Section 22(e)(3) of the Internal Revenue Code, the Option, if granted at least six months prior to such separation and the Optionee provides Nordstrom Leadership Benefits with reasonable documentation of the Optionees disability, shall immediately vest and may be exercised during the period ending four years after separation, but in no event later than 10 years after the date of grant. If the Option was granted less than six months prior to separation due to the Optionees disability, such Option shall be forfeited as of the date of separation. | ||
(c) | If the Optionee is separated due to retirement between the ages of 53 and 57 with 10 continuous years of service to the Company from the most recent hire date, or upon attaining age 58, the Option, if granted at least six months prior to such retirement, shall continue to vest and may be exercised during the period ending four years after separation, but in no event later than 10 years after the date of grant. If the Option was granted less than six months prior to retirement, such Option shall be forfeited as of the date of separation. |
1 Nonqualified Stock Option Grant Agreement Time-Vested Option
(d) | If the Optionees employment is terminated due to his or her embezzlement or theft of Company funds, defraudation of the Company, violation of Company rules, regulations or policies, or any intentional act that harms the Company, such Option, to the extent not exercised as of the date of termination, shall be forfeited as of that date. | ||
(e) | If the Optionee is separated for any reason other than those set forth in subparagraphs (a), (b), (c) and (d) above, the Optionee (or Optionees beneficiary) may exercise his or her Option, to the extent vested as of the date of his or her separation, within 100 days after separation, but in no event later than 10 years after the date of grant. |
Notwithstanding anything above to the contrary, if during the term of this Option, the Optionee directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, shareholder, corporate officer, director or in any other capacity, engages or assists any third party in engaging in any business competitive with the Company; divulges any confidential or proprietary information of the Company to a third party who is not authorized by the Company to receive the confidential or proprietary information; or improperly uses any confidential or proprietary information of the Company, then the post-separation vesting and exercise rights of Options set forth above shall cease immediately, and all outstanding vested and unvested portions of the Options shall be automatically forfeited. | ||
6. | TERM OF OPTIONS | |
The Option may not be exercised more than 10 years from the date of original grant of these Options, and the vested portion of such Option may be exercised during such term only in accordance with the Plan and the terms of this Option. | ||
7. | ADJUSTMENTS UPON CHANGES IN CAPITALIZATION | |
The number and kind of shares of Company stock subject to this Option shall be appropriately adjusted, pursuant to the Plan, along with a corresponding adjustment in the option price to reflect any stock dividend, stock split, split-up, extraordinary dividend distribution, or any combination or exchange of shares, however accomplished. | ||
8. | ADDITIONAL OPTIONS | |
The Compensation Committee of the Board of Directors may or may not grant the Optionee additional stock options in the future. Nothing in this Option or any future grant should be construed as suggesting that additional grants of options to the Optionee will be forthcoming. | ||
9. | LEAVES OF ABSENCE | |
For purposes of this Option, the Optionees service does not terminate due to a military leave, a sick leave or another bona fide leave of absence if the leave was approved by the Company in writing and if continued crediting of service is required by the terms of the leave or by applicable law. But, service terminates when the approved leave ends unless the Optionee immediately returns to active work. | ||
If the Optionee goes on a leave of absence approved by the Company, then the vesting schedule specified in the Notice may be adjusted in accordance with the Companys leave of absence policy or the terms of the leave. | ||
10. | TAX WITHHOLDING | |
In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this Option, the Optionee, as a condition to the exercise of their Options, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. | ||
11. | RIGHTS AS A SHAREHOLDER | |
Neither the Optionee nor the Optionees beneficiary or representative shall have any rights as a shareholder with respect to any Common Shares subject to this Option, unless and until (i) the Optionee or the Optionees beneficiary or representative becomes entitled to receive such Common Shares by filing a notice of exercise and paying the Option Price pursuant to this Option, and (ii) the Optionee or Optionees beneficiary or representative has satisfied any other requirement imposed by applicable law or the Plan. | ||
12. | NO RETENTION RIGHTS | |
Nothing in this Option or in the Plan shall give the Optionee the right to be retained by the
Company (or a subsidiary of the Company) as an employee or in any capacity. The Company and its
subsidiaries reserve the right to terminate the Optionees service at any time, with or
without cause. |
||
13. | CLAWBACK POLICY | |
This Option is subject to the Clawback Policy adopted by the Companys Board of Directors, which provides as follows: | ||
To the extent permitted by law, if the Board of Directors, with the recommendation of the Compensation Committee, determines that any bonus, equity award, equity equivalent award or other incentive compensation has been awarded or received by a Section 16 executive officer of the Company, and that: |
(a) | such compensation was based on the achievement of certain financial results that were subsequently the subject of a material restatement of the Companys financial statements filed with the Securities and Exchange Commission, | ||
(b) | the Section 16 executive officer engaged in grossly negligent or intentional misconduct that caused or substantially caused the need for the material restatement, and | ||
(c) | the amount or vesting of the bonus, equity award, equity equivalent or other incentive compensation would have been less had the financial statements been correct, |
then the Board shall recover from the Section 16 executive officer such compensation (in whole or in part) as it deems appropriate under the circumstances. | ||
In the event the Clawback Policy is deemed unenforceable with respect to the Options, then the award of Options subject to this Agreement shall be deemed unenforceable due to lack of adequate consideration. | ||
14. | ENTIRE AGREEMENT | |
The Notice, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof. | ||
This Agreement may not be modified or amended, except for a unilateral amendment by the Company that does not materially adversely affect the rights of the Unit holder under this Agreement. No party to this Agreement may unilaterally waive any provision hereof, except in writing. Any such modification, amendment or waiver signed by, or binding upon, the optionee, shall be valid and binding upon any and all persons or entities who may, at any time, have or claim any rights under or pursuant to this Agreement. | ||
15. | CHOICE OF LAW | |
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, as such laws are applied to contracts entered into and performed in such State. | ||
16. | SEVERABILITY | |
If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein. | ||
17. | CODE SECTION 409A | |
The Company reserves the right, to the extent the Company deems reasonable or necessary in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or delivery of shares of Common Stock provided under this Agreement are made in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended, together with regulatory guidance issued thereunder. |
2 Nonqualified Stock Option Grant Agreement Time-Vested Option
Name |
Employee No: xxxxx
Grant No: xxxxx |
Shares | Vest Date | Expiration | ||
x,xxx
|
2/27/2010 | 2/27/2019 | ||
x,xxx
|
2/27/2011 | 2/27/2019 | ||
x,xxx
|
2/27/2012 | 2/27/2019 | ||
x,xxx
|
2/27/2013 | 2/27/2019 |
Performance Share Unit Award Agreement
|
2009 |
1. | VESTING AND SETTLEMENT OF UNITS | |
At the end of three fiscal years following the date of the Award (the Performance Cycle), Units shall vest and be settled in accordance with the provisions of the Plan as follows: |
(a) | Vesting |
If Nordstrom TSR Is Positive and Our | ||||
Percentile Rank Is: | PSU Vesting Is: | |||
>85%
|
125 | % | ||
>75%
|
100 | % | ||
>65%
|
85 | % | ||
>50%
|
75 | % | ||
£
50%
|
0 | % |
While the relative percentile rankings may change during the Performance Cycle based upon mergers, acquisitions, dissolutions and other industry consolidation involving the companies in the Peer Group, the application of the percentile vesting above is applied consistently. Generally, Units will be earned if the Nordstrom TSR for the Performance Cycle is in the top half of performers relative to the other companies in the Peer Group. | |||
(b) | Settlement | ||
Units shall be settled upon vesting, unless the Unit holder has elected to defer the Units into the Executive Deferred Compensation Plan (EDCP) in accordance with the rules. Upon deferral, the vested Units (and their subsequent settlement and payment) shall be governed by the terms and conditions of the EDCP as that Plan may be amended from time to time by the Company. | |||
Unless earlier deferred into the EDCP, the Unit holder shall elect (during a period prior to settlement as prescribed by and in accordance with procedures established by the Company) to settle the Units upon vesting in either one share of Common Stock for each vested Unit, receive an equivalent amount of cash for each vested Unit, or receive a combination of cash and stock. In the event the Unit holder does not or is unable to make such a settlement election, the Units shall be settled in stock. In the event the Units are settled in cash, the amount of cash will be determined on the basis of the closing price of the Common Stock on the New York Stock Exchange on the last day of the Performance Cycle. | |||
(c) | Withholding Taxes | ||
No stock certificates or cash will be distributed to the Unit holder, or amounts deferred into the EDCP, unless the Unit holder has made acceptable arrangements to pay any withholding taxes that may be due as a result of the settlement of this Award. These arrangements may include withholding shares of Common Stock that otherwise would be distributed when the Units are settled. The fair market value of the shares required to cover withholding will be applied to the withholding of taxes prior to the Unit holder receiving the remaining shares or the cash value of those shares. | |||
(d) | Restrictions on Resale | ||
The Unit holder agrees not to sell any shares of Common Stock at a time when applicable laws or Company policies prohibit a sale. This restriction will apply as long as the Unit holder is an employee, consultant or director of the Company or a subsidiary or affiliate of the Company. |
2. | ACCEPTANCE OF UNITS | |
Although the Company does not require the Unit holders signature upon accepting the Award, the Unit holder remains subject to the terms and conditions of this Agreement. | ||
3. | NONTRANSFERABILITY OF UNITS | |
The Units may not be sold, pledged, assigned or transferred in any manner otherwise than in the event of the Unit holders death, either indicated on a valid Nordstrom Beneficiary Designation form, by will or the laws of descent and distribution and, except as set forth in Section 4 below, may be settled during the lifetime of the Unit holder only by the Unit holder or by the guardian or legal representative of the Unit holder. The terms of the Award shall be binding upon the executors, administrators, heirs and successors of the Unit holder. | ||
4. | SEPARATION OF EMPLOYMENT | |
Except as set forth below, Units vest and may only be settled while the Unit holder is an employee of the Company. If the Unit holders employment is terminated, the Units shall continue to vest pursuant to the schedule set forth in subparagraph 1(a) above, and the Unit holder or his or her legal representative shall have the right to settlement of the Units after such termination only as follows: |
(a) | If the Unit holder dies while employed by the Company, the persons named on the |
1 Performance Share Unit Award Agreement
Unit holders Beneficiary Designation form shall be entitled to settlement of the Units. If no valid Beneficiary Designation form is on file with the Company, then the persons to whom the Unit holders rights have passed by will or the laws of descent and distribution shall be entitled to settlement of the Units. If the Units were granted at least six months prior to the death of the Unit holder while employed by the Company, the Unit holders beneficiary shall be entitled to a prorated payment with respect to vested Units based on the period of service during the term of this Agreement. If the Units were granted less than six months prior to death, the Units shall be forfeited as of the date of death with no rights to a prorated payment at settlement. | |||
(b) | If the Unit holder is separated due to his or her disability, as defined in Section 22(e)(3) of the Internal Revenue Code, and the Units were granted at least six months prior to such separation, and the Unit holder provides Nordstrom Leadership Benefits with reasonable documentation of the Unit holders disability, the Unit holder (or his or her beneficiary) shall be entitled to a prorated payment with respect to vested Units based on the period of service during the term of this Agreement. If the Units were granted less than six months prior to separation due to the Unit holders disability, the Units shall be forfeited as of the date of separation with no rights to a prorated payment at settlement. | ||
(c) | If the Unit holder is separated due to retirement between the ages of 53 and 57 with 10 years of continuous service to the Company from the most recent hire date, or upon attaining age 58, and the Units were granted at least six months prior to such separation, the Unit holder (or his or her beneficiary) shall be entitled to a prorated payment with respect to vested Units based on the period of service during the term of this Agreement. If the Units were granted less than six months prior to retirement, the Units shall be forfeited as of the date of retirement with no rights to a prorated payment at settlement. | ||
(d) | If the Unit holder is separated for any reason other than those set forth in subparagraphs (a), (b) and (c) above, Units, to the extent not vested and settled as of the date of his or her separation, shall be forfeited as of that date. |
Notwithstanding anything above to the contrary, if during the term of this Award, the Unit holder directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, shareholder, corporate officer, director or in any other capacity, engages or assists any third party in engaging in any business competitive with the Company; divulges any confidential or proprietary information of the Company to a third party who is not authorized by the Company to receive the confidential or proprietary information; or improperly uses any confidential or proprietary information of the Company, then the post-separation proration of Units and settlement rights set forth above shall cease immediately, and all outstanding vested but not settled and unvested portions of the Award shall be automatically forfeited. | ||
5. | TERM OF UNITS | |
Units not certified by the Compensation Committee of the Board as having vested as of the end of the Performance Cycle for which the Units were awarded, shall be forfeited. | ||
6. | ADJUSTMENTS UPON CHANGES IN CAPITALIZATION | |
The number and kind of shares of Company stock subject to this Award shall be appropriately adjusted pursuant to the Plan to reflect any stock dividend, stock split, split-up, extraordinary dividend distribution, or any combination or exchange of shares, however accomplished. | ||
7. | ADDITIONAL UNITS | |
The Compensation Committee may or may not grant the Unit holder additional Units in the future. Nothing in this Award or any future Award should be construed as suggesting that additional Unit awards to the Unit holder will be forthcoming. | ||
8. | LEAVES OF ABSENCE | |
For purposes of this Award, the Unit holders service does not terminate due to a military leave, a sick leave or another bona fide leave of absence if the leave was approved by the Company in writing and if continued crediting of service is required by the terms of the leave or by applicable law. But, service terminates when the approved leave ends unless the Unit holder immediately returns to active work. | ||
9. | TAX WITHHOLDING | |
In the event that the Company determines that it is required to withhold any tax as a result of the settlement of Units, the Unit holder shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. | ||
10. | RIGHTS AS A SHAREHOLDER | |
Neither the Unit holder nor the Unit holders beneficiary or representative shall have any rights as a shareholder with respect to any Common Shares subject to these Units, unless and until the Units vest and are settled in shares of Common Stock of the Company. | ||
11. | NO RETENTION RIGHTS | |
Nothing in this Agreement or in the Plan shall give the Unit holder the right to be retained by the Company (or a subsidiary of the Company) as an employee or in any capacity. The Company and its subsidiaries reserve the right to terminate the Unit holders service at any time, with or without cause. | ||
12. | CLAWBACK POLICY | |
The Units are subject to the Clawback Policy adopted by the Companys Board of Directors, which provides as follows: | ||
To the extent permitted by law, if the Board of Directors, with the recommendation of the Compensation Committee, determines that any bonus, equity award, equity equivalent award or other incentive compensation has been awarded or received by a Section 16 executive officer of the Company, and that: |
(a) | such compensation was based on the achievement of certain financial results that were subsequently the subject of a material restatement of the Companys financial statements filed with the Securities and Exchange Commission, | ||
(b) | the Section 16 executive officer engaged in grossly negligent or intentional misconduct that caused or substantially caused the need for the material restatement, and | ||
(c) | the amount or vesting of the bonus, equity award, equity equivalent or other incentive compensation would have been less had the financial statements been correct, |
then the Board shall recover from the Section 16 executive officer such compensation (in whole or in part) as it deems appropriate under the circumstances. | ||
In the event the Clawback Policy is deemed unenforceable with respect to the Units, then the award of Units subject to this Agreement shall be deemed unenforceable due to lack of adequate consideration. | ||
13. | ENTIRE AGREEMENT | |
The Notice, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof. | ||
This Agreement may not be modified or amended, except for a unilateral amendment by the Company that does not materially adversely affect the rights of the Unit holder under this Agreement. No party to this Agreement may unilaterally waive any provision hereof, except in writing. Any such modification, amendment or waiver signed by, or binding upon, the Unit holder, shall be valid and binding upon any and all persons or entities who may, at any time, have or claim any rights under or pursuant to this Agreement. | ||
14. | CHOICE OF LAW | |
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, as such laws are applied to contracts entered into and performed in such State. | ||
15. | SEVERABILITY | |
If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein. | ||
16. | CODE SECTION 409A | |
The Company reserves the right, to the extent the Company deems reasonable or necessary in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or delivery of compensation provided under this Agreement are made in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended, together with regulatory guidance issued thereunder. |
2 Performance Share Unit Award Agreement
Name |
Employee No: XXXX
Grant No: XXXX |
| Governed by the terms of your 2009 PSU Award Agreement and the terms of the Plan. | ||
| Earned based on the Nordstrom Total Shareholder Return (TSR) relative to the performance of our retail peer group over the three-year period ending on January 28, 2012 (Performance Cycle). |
If Nordstrom TSR is Positive | ||||
and our Percentile Rank is: | PSU Vesting is: | |||
> 85%
|
125 | % | ||
> 75%
|
100 | % | ||
> 65%
|
85 | % | ||
> 50%
|
75 | % | ||
£
50%
|
0 | % |
NORDSTROM, INC.
|
||||
By: | /s/ Delena Sunday | |||
Delena Sunday | ||||
Title: | Executive Vice President Human Resources and Diversity Affairs | |||
Attest: | NORDSTROM, INC. | |||||
|
||||||
By:
|
By: | /s/ Delena Sunday | ||||
|
||||||
|
Delena Sunday | |||||
|
||||||
Title:
|
Executive Vice President,
Human Resources and Diversity Affairs |
|||||
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|