(Mark One)
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Form 10-Q | |||
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Quarterly
Report Pursuant To
Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For Quarter Ended
October 29, 2005 |
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o
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Transition
Report Pursuant To
Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Securities and Exchange Commission
Washington, D.C. 20549
Commission File No. 1-3083 |
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Genesco Inc. | |||
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A Tennessee Corporation | |||
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I.R.S. No. 62-0211340 | |||
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Genesco Park | |||
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1415 Murfreesboro Road | |||
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Nashville, Tennessee 37217-2895 | |||
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Telephone 615/367-7000 | |||
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Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
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Yes þ No o | |||
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). | |||
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Yes þ No o | |||
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | |||
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Yes o No þ |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
and Subsidiaries
In Thousands, except share amounts
October 29,
January 29,
October 30,
2005
2005
2004
(as restated,
see Note 2)
$
33,398
$
60,068
$
15,012
22,738
17,906
18,823
292,798
207,197
265,733
6,087
2,699
6,199
19,925
18,049
17,706
374,946
305,919
323,473
4,972
4,972
4,972
14,690
14,565
14,336
58,978
54,445
52,784
63,420
58,679
56,051
15,664
6,085
7,231
174,562
158,692
154,741
332,286
297,438
290,115
(150,656
)
(128,768
)
(121,913
)
181,630
168,670
168,202
817
329
2,245
96,561
97,223
97,430
47,665
47,633
47,621
4,845
6,632
7,236
9,241
9,165
9,243
$
715,705
$
635,571
$
655,450
Table of Contents
and Subsidiaries
In Thousands, except share amounts
October 29,
January 29,
October 30,
2005
2005
2004
(as restated,
see Note 2)
$
115,993
$
65,599
$
93,541
18,384
21,836
17,411
9,128
10,162
7,471
4,496
5,312
6,058
26,910
22,640
22,137
-0
-
-0
-
17,000
3,753
4,125
4,121
178,664
129,674
167,739
151,250
161,250
175,250
24,230
28,328
29,180
48,218
42,576
42,175
1,628
1,678
1,854
403,990
363,506
416,198
6,704
7,474
7,493
Issued/Outstanding:
January 29, 2005 22,925,857/22,437,393
October 30, 2004 22,586,946/22,098,482
23,357
22,926
22,587
118,592
109,005
101,767
208,010
176,819
151,196
(27,091
)
(26,302
)
(25,934
)
(17,857
)
(17,857
)
(17,857
)
311,715
272,065
239,252
$
715,705
$
635,571
$
655,450
Table of Contents
and Subsidiaries
In Thousands, except per share amounts
Three Months Ended
Nine Months Ended
October 29,
October 30,
October 29,
October 30,
2005
2004
2005
2004
(as restated,
(as restated,
see Note 2)
see Note 2)
$
316,336
$
288,398
$
877,589
$
759,863
154,825
145,030
430,567
383,928
133,225
119,492
385,429
330,841
(789
)
664
2,255
572
29,075
23,212
59,338
44,522
2,871
3,204
8,748
8,138
(202
)
(66
)
(807
)
(222
)
2,669
3,138
7,941
7,916
26,406
20,074
51,397
36,606
10,168
7,691
19,967
13,592
16,238
12,383
31,430
23,014
(95
)
(440
)
(30
)
(461
)
$
16,143
$
11,943
$
31,400
$
22,553
$
.71
$
.56
$
1.38
$
1.04
$
.00
$
(.02
)
$
.00
$
(.02
)
$
.71
$
.54
$
1.38
$
1.02
$
.62
$
.49
$
1.22
$
.94
$
(.01
)
$
(.02
)
$
.00
$
(.02
)
$
.61
$
.47
$
1.22
$
.92
Table of Contents
and Subsidiaries
In Thousands
Table of Contents
and Subsidiaries
Total
Accumulated
Total
Non-Redeemable
Additional
Other
Share-
Preferred
Common
Paid-In
Retained
Comprehensive
Treasury
Comprehensive
holders
Stock
Stock
Capital
Earnings
Loss
Stock
Income
Equity
$7,580
$
22,212
$
96,612
$
128,862
$(25,164
)
$
(17,857
)
$
212,245
-0-
-0-
-0-
48,249
-0-
-0-
$
48,249
48,249
-0-
-0-
-0-
(292
)
-0-
-0-
-0-
(292
)
-0-
667
8,448
-0-
-0-
-0-
-0-
9,115
-0-
25
327
-0-
-0-
-0-
-0-
352
-0-
-0-
3,264
-0-
-0-
-0-
-0-
3,264
-0-
-0-
-0-
-0-
(905
)
-0-
(905
)
(905
)
-0-
-0-
-0-
-0-
157
-0-
157
157
-0-
-0-
-0-
-0-
101
-0-
101
101
-0-
-0-
-0-
-0-
(491
)
-0-
(491
)
(491
)
(106
)
22
354
-0-
-0-
-0-
-0-
270
$
47,111
7,474
22,926
109,005
176,819
(26,302
)
(17,857
)
272,065
-0-
-0-
-0-
31,400
-0-
-0-
31,400
31,400
-0-
-0-
-0-
(209
)
-0-
-0-
-0-
(209
)
-0-
387
5,718
-0-
-0-
-0-
-0-
6,105
-0-
25
483
-0-
-0-
-0-
-0-
508
-0-
-0-
2,350
-0-
-0-
-0-
-0-
2,350
(723
)
11
712
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
(1,060
)
-0-
(1,060
)
(1,060
)
-0-
-0-
-0-
-0-
309
-0-
309
309
-0-
-0-
-0-
-0-
(38
)
-0-
(38
)
(38
)
(47
)
8
324
-0-
-0-
-0-
-0-
285
$
30,611
$6,704
$
23,357
$
118,592
$
208,010
$(27,091
)
$
(17,857
)
$
311,715
*
Comprehensive income was $15.8 million and $11.7 million for the third quarter ended
October 29, 2005 and October 30, 2004, respectively. Comprehensive income was $21.8 million
for the nine month period ended October 30, 2004.
Table of Contents
and Subsidiaries
Summary of Significant Accounting Policies
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
20-45 years
3-10years
10years
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
Three Months Ended
Nine Months Ended
October 29,
October 30,
October 29,
October 30,
(In thousands, except per share amounts)
2005
2004
2005
2004
$
16,143
$
11,943
$
31,400
$
22,553
73
99
229
318
(778
)
(760
)
(2,257
)
(2,012
)
$
15,438
$
11,282
$
29,372
$
20,859
$
.71
$
.54
$
1.38
$
1.02
$
.67
$
.51
$
1.29
$
.94
$
.61
$
.47
$
1.22
$
.92
$
.59
$
.45
$
1.14
$
.86
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
1.
A modified prospective method in which compensation cost is recognized beginning
with the effective date (a) based on the requirements of SFAS No. 123(R) for all
share-based payments granted after the effective date and (b) based on the requirements
of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS
No. 123(R) that remain unvested on the effective date.
2.
A modified retrospective method which includes the requirements of the modified
prospective method described above, but also permits entities to restate based on the
amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures of
all prior periods presented.
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, Continued
As permitted by SFAS No. 123, the Company currently accounts for share-based payments to
employees using APB Opinion No. 25s intrinsic value method and, as such, generally recognizes no
compensation cost for employee stock options. Accordingly, the adoption of SFAS No. 123(R)s
fair value method will have a significant impact on the Companys results of operations, although
it will have no impact on the Companys overall financial position. The impact of adoption of
SFAS No. 123(R) cannot be predicted at this time because it will depend on levels of share-based
payments granted in the future. However, had the Company adopted SFAS No. 123(R) in prior
periods, the impact of that standard would have approximated the impact of SFAS No. 123 as
described in the disclosure of pro forma net earnings and earnings per share set forth above.
The pro forma amounts were calculated using a Black-Scholes option pricing model and may not be
indicative of amounts which should be expected in future years. As of the date of this filing,
the Company has not determined which option pricing model is most appropriate for future option
grants or which method of adoption the Company will apply. SFAS No. 123(R) also requires the
benefits of tax deductions in excess of recognized compensation cost to be reported as a
financing cash flow, rather than as an operating cash flow as required under current literature.
This requirement will reduce net operating cash flows and increase net financing cash flows in
periods after adoption. While the Company cannot estimate what those amounts will be in the
future (because they depend on, among other things, when employees exercise stock options), the
amount of operating cash flows recognized in prior periods for such excess tax deductions were
$0.9 million and $0.1 million for the third quarter of Fiscal 2006 and 2005, respectively, and
$2.4 million and $1.2 million for the first nine months of Fiscal 2006 and 2005, respectively.
In November 2004, the EITF reached a consensus on Issue No. 04-8, The Effect of Contingently
Convertible Debt on Diluted Earnings per Share. The Issue addressed when to include
contingently convertible debt instruments in diluted earnings per share. The Issue required
companies to include the convertible debt in diluted earnings per share regardless of whether the
market price trigger had been met. The Companys diluted earnings per share calculation for the
third quarter and first nine months of Fiscal 2006 includes an additional 3.9 million shares and
a net after tax interest add back of $0.6 million and $1.8 million, respectively. The Issue was
effective for periods ending after December 15, 2004 and required restatement of prior period
diluted earnings per share. Earnings per share for the third quarter and first nine months of
Fiscal 2005 were previously restated.
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Restatement of Financial Statements
As Previously
Reported
Adjustments
As Restated
$
10,510
$
(4,311
)
$
6,199
152,125
16,077
168,202
-0-
2,245
2,245
641,439
14,011
655,450
179,150
(11,411
)
167,739
4,210
(4,210
)
-0-
9,076
33,099
42,175
154,663
(3,467
)
151,196
242,719
(3,467
)
239,252
$
641,439
$
14,011
$
655,450
*
Deferred rent reclassified to other long-term liabilities.
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Restatement of Financial Statements, Continued
As Previously
Reported
Adjustments
As Restated
$
119,251
$
241
$
119,492
667
(3
)
664
23,450
(238
)
23,212
20,312
(238
)
20,074
7,783
(92
)
7,691
12,529
(146
)
12,383
$
12,089
$
(146
)
$
11,943
$
.55
$
(.01
)
$
.54
$
.54
$
(.07
)
$
.47
*
Diluted net earnings per share decreased $0.06 per share due to the restatement for EITF
Issue No. 04-8, The Effect of Contingently Convertible Debt on Diluted Earnings per Share
(see Note 8). The lease restatement decreased net earnings $0.01 per share for the three
months ended October 30, 2004.
As Previously
Reported
Adjustments
As Restated
$
330,596
$
245
$
330,841
627
(55
)
572
44,712
(190
)
44,522
36,796
(190
)
36,606
13,668
(76
)
13,592
23,128
(114
)
23,014
$
22,667
$
(114
)
$
22,553
$
1.02
$
.00
$
1.02
$
1.00
$
(.08
)
$
.92
*
Diluted net earnings per share decreased $0.07 per share due to the restatement for EITF
Issue No. 04-8, The Effect of Contingently Convertible Debt on Diluted Earnings per Share
(see Note 8). The lease restatement decreased net earnings $0.01 per share for the nine months
ended October 30, 2004.
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Restatement of Financial Statements, Continued
As Previously
Reported
Adjustments
As Restated
$
27,628
485
$
28,113
(10,430
)
(485
)
(10,915
)
$
17,520
2,059
$
19,579
(195,466
)
(2,059
)
(197,525
)
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Acquisitions
$
33,888
24,278
47,324
8,586
96,561
4,524
(19,036
)
(22,828
)
(6,979
)
$
166,318
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Acquisitions, Continued
Three Months Ended
Nine Months Ended
In thousands,
Actual
Actual
Actual
Pro forma
except per share data
October 29, 2005
October 30, 2004
October 29, 2005
October 30, 2004
$
316,336
$
288,398
$
877,589
$
792,824
16,143
11,943
31,400
21,103
$
0.71
$
0.54
$
1.38
$
0.95
$
0.61
$
0.47
$
1.22
$
0.87
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Restructuring and Other Charges and Discontinued Operations
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Restructuring and Other Charges and Discontinued Operations, Continued
Employee
Facility
Related
Shutdown
In thousands
Costs
Costs
Total
$
54
$
453
$
507
(54
)
(453
)
(507
)
$
-0-
$
-0-
$
-0-
Facility
Shutdown
In thousands
Costs
Other
Total
$
3,021
$
2
$
3,023
911
-0-
911
1,868
1
1,869
5,800
3
5,803
51
-0-
51
(473
)
-0-
(473
)
5,378
3
5,381
3,750
3
3,753
$
1,628
$
-0-
$
1,628
*
Includes $5.2 million environmental provision including $3.6 million in current provision for
discontinued operations.
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Inventories
October 29,
January 29,
In thousands
2005
2005
$
211
$
212
23,018
28,476
269,569
178,509
$
292,798
$
207,197
Derivative Instruments and Hedging Activities
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Derivative Instruments and Hedging Activities, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Defined Benefit Pension Plans and Other Benefit Plans
Pension Benefits
Three Months Ended
Nine Months Ended
October 29,
October 30,
October 29,
October 30,
In thousands
2005
2004
2005
2004
$
61
$
520
$
188
$
1,644
1,656
1,734
4,982
5,136
(1,920
)
(1,862
)
(5,781
)
(5,631
)
-0-
-0-
-0-
(70
)
1,087
973
3,416
3,043
1,087
973
3,416
2,973
-0-
-0-
-0-
(605
)
$
884
$
1,365
$
2,805
$
3,517
Other Benefits
Three Months Ended
Nine Months Ended
October 29,
October 30,
October 29,
October 30,
In thousands
2005
2004
2005
2004
$
37
$
44
$
111
$
132
44
24
132
72
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
14
20
42
60
14
20
42
60
$
95
$
88
$
285
$
264
Table of Contents
and Consolidated Subsidiaries
Notes to Consolidated Financial Statements
Earnings Per Share
For the Three Months Ended
For the Three Months Ended
October 29, 2005
October 30, 2004
(In thousands, except
Income
Shares
Per-Share
Income
Shares
Per-Share
per share amounts)
(Numerator)
(Denominator)
Amount
(Numerator)
(Denominator)
Amount
$
16,238
$
12,383
(67
)
(73
)
16,171
22,797
$
.71
12,310
22,041
$
.56
521
348
42
67
21
37
617
3,899
616
3,899
62
63
$
16,830
27,346
$
.62
$
12,947
26,388
$
.49
(1)
The amounts of the dividend on the Series 1 and 3 convertible preferred stock in the
third quarter ended October 29, 2005 and the Series 1 convertible preferred stock in the
third quarter ended October 30, 2004 per common share obtainable on conversion of the
convertible preferred stock were less than basic earnings per share. Therefore,
conversion of these preferred shares were included in diluted earnings per share. The
amounts of the dividend on the Series 4 convertible preferred stock in the third quarter
this year and the Series 3 and 4 convertible preferred stock in last years third quarter
per common share obtainable on conversion of the convertible preferred stock were higher
than basic earnings per share. Therefore, conversion of these preferred shares were not
reflected in diluted earnings per share, because it would have been antidilutive. The
shares convertible to common stock for Series 1, 3 and 4 preferred stock were 30,125,
37,263 and 13,960, respectively, as of October 29, 2005.
(2)
These debentures are included in diluted earnings per share effective for periods ending
after December 15, 2004. The EITF issued Consensus No. 04-8, The Effect of Contingently
Convertible Debt on Diluted Earnings per Share in November 2004. The Consensus requires
companies to include the convertible debt in diluted earnings per share regardless of
whether the market price trigger has been met and to restate prior periods. Results for
the third quarter of Fiscal 2005 have been restated to include these shares.
(3)
The Companys Employees Subordinated Convertible Preferred Stock is convertible one for
one to the Companys common stock. Because there are no dividends paid on this stock,
these shares are assumed to be converted.
Table of Contents
and Consolidated Subsidiaries
Notes to Consolidated Financial Statements
Earnings Per Share, Continued
For the Nine Months Ended
For the Nine Months Ended
October 29, 2005
October 30, 2004
(In thousands, except
Income
Shares
Per-Share
Income
Shares
Per-Share
per share amounts)
(Numerator)
(Denominator)
Amount
(Numerator)
(Denominator)
Amount
$
31,430
$
23,014
(209
)
(219
)
31,221
22,675
$
1.38
22,795
21,902
$
1.04
469
391
-0-
-0-
-0-
-0-
1,850
3,899
1,843
3,899
63
64
$
33,071
27,106
$
1.22
$
24,638
26,256
$
.94
(1)
The amount of the dividend on the convertible preferred stock per common share
obtainable on conversion of the convertible preferred stock is higher than basic earnings
per share for all periods presented. Therefore, conversion of the convertible preferred
stock is not reflected in diluted earnings per share, because it would have been
antidilutive. The shares convertible to common stock for Series 1, 3 and 4 preferred
stock would have been 30,125, 37,263 and 13,960, respectively, as of October 29, 2005.
(2)
These debentures are included in diluted earnings per share effective for periods ending
after December 15, 2004. The EITF issued Consensus No. 04-8, The Effect of Contingently
Convertible Debt on Diluted Earnings per Share in November 2004. The Consensus requires
companies to include the convertible debt in diluted earnings per share regardless of
whether the market price trigger has been met and to restate prior periods. Results for
the first nine months of Fiscal 2005 have been restated to include these shares.
(3)
The Companys Employees Subordinated Convertible Preferred Stock is convertible one for
one to the Companys common stock. Because there are no dividends paid on this stock,
these shares are assumed to be converted.
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and Subsidiaries
Notes to Consolidated Financial Statements
Legal Proceedings
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and Subsidiaries
Notes to Consolidated Financial Statements
Legal Proceedings, Continued
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and Subsidiaries
Notes to Consolidated Financial Statements
Legal Proceedings, Continued
Table of Contents
and Subsidiaries
Notes to Consolidated Financial Statements
Business Segment Information
Three Months Ended
Underground
October 29, 2005
Station
Johnston
Licensed
Corporate
In thousands
Journeys
Group
Hat World
& Murphy
Brands
& Other
Consolidated
$
153,109
$
38,395
$
68,330
$
38,981
$
17,548
$
64
$
316,427
-0-
-0-
-0-
-0-
(91
)
-0-
(91
)
$
153,109
$
38,395
$
68,330
$
38,981
$
17,457
$
64
$
316,336
$
21,551
$
1,965
$
7,615
$
1,404
$
1,781
$
(6,030
)
$
28,286
-0-
-0-
-0-
-0-
-0-
789
789
21,551
1,965
7,615
1,404
1,781
(5,241
)
29,075
-0-
-0-
-0-
-0-
-0-
(2,871
)
(2,871
)
-0-
-0-
-0-
-0-
-0-
202
202
$
21,551
$
1,965
$
7,615
$
1,404
$
1,781
$
(7,910
)
$
26,406
$
202,105
$
65,897
$
258,002
$
63,123
$
20,934
$
105,644
$
715,705
3,289
1,078
2,348
713
12
1,303
8,743
7,756
2,998
6,215
602
17
452
18,040
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and Subsidiaries
Notes to Consolidated Financial Statements
Business Segment Information, Continued
Three Months Ended
Underground
October 30, 2004
Station
Johnston
Licensed
Corporate
In thousands
Journeys
Group
Hat World
& Murphy
Brands
& Other
Consolidated
$
137,985
$
34,273
$
59,477
$
38,256
$
18,400
$
73
$
288,464
-0-
-0-
-0-
-0-
(66
)
-0-
(66
)
$
137,985
$
34,273
$
59,477
$
38,256
$
18,334
$
73
$
288,398
$
17,830
$
720
$
7,612
$
1,881
$
2,140
$
(6,307
)
$
23,876
-0-
-0-
-0-
-0-
-0-
(664
)
(664
)
17,830
720
7,612
1,881
2,140
(6,971
)
23,212
-0-
-0-
-0-
-0-
-0-
(3,204
)
(3,204
)
-0-
-0-
-0-
-0-
-0-
66
66
$
17,830
$
720
$
7,612
$
1,881
$
2,140
$
(10,109
)
$
20,074
$
180,558
$
64,670
$
234,445
$
64,214
$
23,199
$
88,364
$
655,450
3,071
939
1,990
680
31
1,340
8,051
2,706
1,934
4,628
1,100
10
1,666
12,044
Nine Months Ended
Underground
October 29, 2005
Station
Johnston
Licensed
Corporate
In thousands
Journeys
Group
Hat World
& Murphy
Brands
& Other
Consolidated
$
400,881
$
110,417
$
199,532
$
121,497
$
45,417
$
197
$
877,941
-0-
-0-
-0-
-0-
(352
)
-0-
(352
)
$
400,881
$
110,417
$
199,532
$
121,497
$
45,065
$
197
$
877,589
$
42,270
$
3,900
$
22,355
$
6,352
$
3,545
$
(16,829
)
$
61,593
-0-
-0-
-0-
-0-
-0-
(2,255
)
(2,255
)
42,270
3,900
22,355
6,352
3,545
(19,084
)
59,338
-0-
-0-
-0-
-0-
-0-
(8,748
)
(8,748
)
-0-
-0-
-0-
-0-
-0-
807
807
$
42,270
$
3,900
$
22,355
$
6,352
$
3,545
$
(27,025
)
$
51,397
$
202,105
$
65,897
$
258,002
$
63,123
$
20,934
$
105,644
$
715,705
9,753
3,009
6,721
2,131
34
3,982
25,630
16,163
5,515
16,331
1,807
89
1,279
41,184
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and Subsidiaries
Notes to Consolidated Financial Statements
Business Segment Information, Continued
Nine Months Ended
Underground
October 30, 2004
Station
Johnston
Licensed
Corporate
In thousands
Journeys
Group
Hat World
& Murphy
Brands
& Other
Consolidated
$
358,011
$
97,864
$
135,518
$
118,210
$
50,485
$
223
$
760,311
-0-
-0-
-0-
-0-
(448
)
-0-
(448
)
$
358,011
$
97,864
$
135,518
$
118,210
$
50,037
$
223
$
759,863
$
33,076
$
862
$
16,614
$
5,666
$
5,195
$
(16,319
)
$
45,094
-0-
-0-
-0-
-0-
-0-
(572
)
(572
)
33,076
862
16,614
5,666
5,195
(16,891
)
44,522
-0-
-0-
-0-
-0-
-0-
(8,138
)
(8,138
)
-0-
-0-
-0-
-0-
-0-
222
222
$
33,076
$
862
$
16,614
$
5,666
$
5,195
$
(24,807
)
$
36,606
$
180,558
$
64,670
$
234,445
$
64,214
$
23,199
$
88,364
$
655,450
9,241
2,745
4,418
2,068
93
4,272
22,837
7,874
5,019
9,703
2,607
31
4,639
29,873
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The Companys ability to open, staff and support additional retail stores on schedule
and at acceptable expense levels and to renew leases in existing stores on schedule and at
acceptable expense levels;
Weakness in consumer demand for products sold by the Company;
Fashion trends that affect the sales or product margins of the Companys retail product
offerings;
Changes in the timing of the holidays or in the onset of seasonal weather affecting
demand or period to period sales comparisons;
Changes in buying patterns by significant wholesale customers;
Disruptions in product availability or distribution;
Unfavorable trends in foreign exchange rates and other factors affecting the cost of
products;
Changes in business strategies by the Companys competitors (including pricing and
promotional discounts);
Variations from expected pension-related charges caused by conditions in the financial
markets; and
The outcome of litigation and environmental matters involving the Company, including
those discussed in Note 9 to the Consolidated Financial Statements.
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Three Months Ended
October 29,
October 30,
%
2005
2004
Change
(dollars in thousands)
$
153,109
$
137,985
11.0
%
$
21,551
$
17,830
20.9
%
14.1
%
12.9
%
Three Months Ended
October 29,
October 30,
%
2005
2004
Change
(dollars in thousands)
$
38,395
$
34,273
12.0
%
$
1,965
$
720
172.9
%
5.1
%
2.1
%
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Three Months Ended
October 29,
October 30,
%
2005
2004
Change
(dollars in thousands)
$
68,330
$
59,477
14.9
%
$
7,615
$
7,612
0
%
11.1
%
12.8
%
Three Months Ended
October 29,
October 30,
%
2005
2004
Change
(dollars in thousands)
$
38,981
$
38,256
1.9
%
$
1,404
$
1,881
(25.4
)%
3.6
%
4.9
%
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Three Months Ended
October 29,
October 30,
%
2005
2004
Change
(dollars in thousands)
$
17,457
$
18,334
(4.8
)%
$
1,781
$
2,140
(16.8
)%
10.2
%
11.7
%
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Nine Months Ended
October 29,
October 30,
%
2005
2004
Change
(dollars in thousands)
$
400,881
$
358,011
12.0
%
$
42,270
$
33,076
27.8
%
10.5
%
9.2
%
Nine Months Ended
October 29,
October 30,
%
2005
2004
Change
(dollars in thousands)
$
110,417
$
97,864
12.8
%
$
3,900
$
862
352.4
%
3.5
%
0.9
%
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Nine Months Ended
October 29,
October 30,
%
2005
2004*
Change
(dollars in thousands)
$
199,532
$
135,518
NM
$
22,355
$
16,614
NM
11.2
%
12.3
%
*
The Company acquired Hat World on April 1, 2004. Results for the nine month period ended October
30, 2004 are for the period April 1, 2004 October 30, 2004, and are therefore not comparable to
the nine month period ended October 29, 2005.
Nine Months Ended
October 29,
October 30,
%
2005
2004
Change
(dollars in thousands)
$
121,497
$
118,210
2.8
%
$
6,352
$
5,666
12.1
%
5.2
%
4.8
%
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Nine Months Ended
October 29,
October 30,
%
2005
2004
Change
(dollars in thousands)
$
45,065
$
50,037
(9.9
)%
$
3,545
$
5,195
(31.8
)%
7.9
%
10.4
%
Corporate and other expenses for the nine months ended October 29, 2005 were $19.1 million compared
to $16.9 million for the nine months ended October 30, 2004. This years nine months included $2.3
million in restructuring and other charges, primarily for settlement of a previously announced
class action lawsuit, retail store asset impairments and lease terminations of eight Jarman stores.
Last years nine months included $0.6 million in restructuring and other charges, primarily for
lease terminations of 14 Jarman stores and retail store asset impairments offset by the gain on the
curtailment of the Companys defined benefit pension plan. In addition to the listed items in both
periods, the increase in corporate expenses in the nine months this year is attributable primarily
to increased costs resulting from additional work to comply with the Sarbanes-Oxley legislation and
related regulations.
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October 29,
October 30,
2005
2004
(dollars in millions)
$
33.4
$
15.0
$
196.3
$
155.7
$
151.3
$
192.3
The Companys business is somewhat seasonal, with the Companys investment in inventory and
accounts receivable normally reaching peaks in the spring and fall of each year. Historically,
cash flow from operations has been generated principally in the fourth quarter of each fiscal year.
Nine Months Ended
October 29,
October 30,
2005
2004
(in thousands)
$
45,274
$
21,330
(3,151
)
13,628
$
42,123
$
34,958
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1.
A modified prospective method in which compensation cost is recognized beginning with
the effective date (a) based on the requirements of SFAS No. 123(R) for all share-
Table of Contents
based payments granted after the effective date and (b) based on the requirements of SFAS
No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R)
that remain unvested on the effective date.
2.
A modified retrospective method which includes the requirements of the modified
prospective method described above, but also permits entities to restate based on the
amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures of
all prior periods presented.
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(a)
Evaluation of disclosure controls and procedures. The Companys chief executive officer and
chief financial officer have reviewed and evaluated the effectiveness of the Companys
disclosure controls and procedures as of the end of the period covered by this quarterly
report. Based on that evaluation, the Companys chief executive officer and chief financial
officer have concluded that, as of October 29, 2005, the Companys disclosure controls and
procedures effectively and timely provide them with material information relating to the
Company and its consolidated subsidiaries required to be disclosed in the reports the Company
files or submits under the Exchange Act.
(b)
Changes in internal control over financial reporting. Management is responsible for
establishing and maintaining adequate internal control over financial reporting (as defined in
Rule 13a-15(f) of the Exchange Act).
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57
(10)a.
Employment Agreement, dated as of February 5, 2004, between Genesco Inc. and
Robert J. Dennis. Incorporated by reference to Exhibit 10.1 to the current report
on Form 8-K filed October 27, 2005 (File No. 1-3083).
(10)b.
Non-Employee Director and Named Executive Officer Compensation.
(10)c.
Form of Incentive Stock Option Agreement.
(10)d.
Form of Non-Qualified Stock Option Agreement.
(10)e.
Form of Restricted Share Award Agreement for Executive
Officers.
(10)f.
Form of Restricted Share Award Agreement for Officers and Employee.
(31.1)
Certification of the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
(31.2)
Certification of the Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
(32.1)
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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EXHIBIT (10)b.
NON-EMPLOYEE DIRECTOR AND
NAMED EXECUTIVE OFFICER COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY
Effective as of the beginning of Fiscal 2007, directors who are not employees of the Company will receive a retainer of $30,000 per year and a fee of $1,500 for each board meeting they attend in person, $1,000 for each committee meeting they attend in person and $750 for each meeting they attend by telephone. Each committee chairman other than the chairman of the audit committee will receive an additional retainer of $4,000 per year. The audit committee chairman will receive an additional retainer of $11,500 per year. The Company also pays the premiums for non-employee directors on $50,000 of coverage under the Company's group term life insurance policy plus additional cash compensation to offset taxes on their imputed income from such premiums. Directors who are full-time Company employees do not receive any extra compensation for serving as directors.
Pursuant to the terms of the Company's 2005 Equity Incentive Plan, the Board may provide that all or a portion of a non-employee director's annual retainer and/or retainer fees or other awards or compensation as determined by the Board be payable in non-qualified stock options, restricted shares, restricted share units and/or other stock-based awards, including unrestricted shares, either automatically or at the option of the non-employee directors. The Board will determine the terms and conditions of any such awards, including those that apply upon the termination of a non-employee director's service as a member of the Board. Non-employee directors are also eligible to receive other awards pursuant to the terms of the 2005 Equity Incentive Plan, including options and SARs, restricted shares and restricted share units, and other stock-based awards upon such terms as the Company's Compensation Committee may determine; provided, however, that with respect to awards made to members of the Compensation Committee, the 2005 Equity Incentive Plan will be administered by the Board.
NAMED EXECUTIVE OFFICER COMPENSATION SUMMARY
Fiscal 2007 salaries for the Company's named executive officers are as follows:
Name Title Salary ---- ----- ------ Hal N. Pennington Chairman, President and Chief Executive Officer $ 720,000 Robert J. Dennis Executive Vice President and Chief Operating Officer 500,000 James S. Gulmi Senior Vice President and Chief Financial Officer 350,000 Jonathan D. Caplan Senior Vice President 290,000 James C. Estepa Senior Vice President 495,000 |
Target incentive awards for Fiscal 2007 performance for the named executive officers pursuant to the EVA Incentive Plan are as follows:
Name Title Target Incentive ---- ----- ---------------- Hal N. Pennington Chairman, President and Chief Executive Officer $ 575,000 Robert J. Dennis Executive Vice President and Chief Operating Officer 350,000 James S. Gulmi Senior Vice President and Chief Financial Officer 165,000 Jonathan D. Caplan Senior Vice President 130,000 James C. Estepa Senior Vice President 300,000 |
The named executive officers also receive long-term incentive awards pursuant to the Company's shareholder approved equity incentive plans.
In addition, certain of the named executive officers are eligible to receive matching contributions to their 401(k) Plan accounts, tax preparation fees, financial planning fees, club dues, and/or auto allowances. The Company's named executive officers are also eligible to participate in the Company's broad-based benefit programs generally available to its salaried employees, including health, disability and life insurance programs and 401(k) Plan.
ADDITIONAL INFORMATION
The foregoing information is summary in nature. Additional information regarding director and named executive officer compensation will be provided in the Company's proxy statement to be filed in connection with the 2006 annual meeting of shareholders.
EXHIBIT (10)c.
GENESCO INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this _____ day of _______________, 2005 (the "Grant Date"), by and between Genesco Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the "Company"), and __________________ (the "Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Genesco Inc. 2005 Equity Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance of stock options for the purchase of shares of the common stock, par value One Dollar ($1.00) per share, of the Company (the "Shares"); and
WHEREAS, the Company desires to afford the Optionee an opportunity to purchase Shares as hereinafter provided in accordance with the provisions of the Plan;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Option.
(a) The Company grants as of the date of this Agreement the right and option (the "Option") to purchase __________ Shares, in whole or in part (the "Option Stock"), at an exercise price of ____________________________________ and No/100 Dollars ($_________) per Share, on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. The Optionee, holder or beneficiary of the Option shall not have any of the rights of a shareholder with respect to the Option Stock until such person has become a holder of such Shares by the due exercise of the Option and payment of the Option Payment (as defined in Section 3 below) in accordance with this Agreement.
(b) The Option shall be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
this Agreement shall be interpreted in a manner consistent therewith. In order
to provide the Company with the opportunity to claim the benefit of any income
tax deduction which may be available to it upon the exercise of the Option and
in order to comply with all applicable federal or state tax laws or regulations,
the Company may take such action as it deems appropriate to insure that, if
necessary, all applicable federal, state or other taxes are withheld or
collected from the Optionee.
2. Exercise of Option. The Optionee may exercise the Option with respect to (i) 25% of the Option Stock on or after the first anniversary of the Grant Date, (ii) 50% of the Option Stock on or after the second anniversary of the Grant Date, (iii) 75% of the Option Stock on or after the third anniversary of the Grant Date, and (iv) 100% of the Option Stock on or after the fourth anniversary of the Grant Date, provided in all cases that the Optionee has been an employee of the Company at all times from the Grant Date to the applicable anniversary (the period between the Grant Date and the anniversary applicable to particular Shares of Option Stock being referred to as the "Vesting Period" for such shares). Notwithstanding the above, the Option shall vest and become exercisable with respect to all the Option Stock upon the occurrence of a Change in Control or Potential Change in Control and shall be governed by the provisions of Section 13 of the Plan. In the event that the Optionee dies, is Disabled or elects Normal Retirement before the expiration of the Vesting Period, the Option shall vest as of the date of such death, disability or Normal Retirement, as the case may be, on a pro rata basis with respect to the amount of the Vesting Period that has elapsed, rounded to the nearest whole share. If Optionee elects Early Retirement prior to the expiration of the Vesting Period, this Option shall vest as though Optionee had elected Normal Retirement, provided that the Optionee's Early Retirement is with the consent of the Committee.
3. Manner of Exercise. The Option may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or to the Company's designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person's address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the "Option Payment") and cash equal to the required withholding taxes is as set forth by Internal Revenue Service and applicable State tax guidelines for the employer's minimum statutory withholding. Subject to applicable securities laws, the Optionee may also exercise the Option by delivering a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Payment, together with any applicable withholding taxes. The Optionee shall notify the Company of any disposition of shares acquired under this Agreement if such disposition occurs within two years after the date of grant or one (1) year after the date of exercise of the Option.
4. Termination of Option. The Option will expire ten years from the date of grant of the Option (the "Term") with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:
(a) Termination by Death. If the Optionee's employment by the Company terminates by reason of death, or if the Optionee dies within three (3) months after termination of
such employment for any reason other than Cause, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination, by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of one (1) year from the date of death or until the expiration of the Term of the Option, whichever period is the shorter.
(b) Termination by Reason of Disability. If the Optionee's employment by the Company terminates by reason of Disability, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination, by the Optionee or personal representative or guardian of the Optionee, as applicable, for a period of one (1) year from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is the shorter.
(c) Termination by Normal Retirement or Early Retirement. If Optionee's employment by the Company terminates by reason of Normal Retirement or Early Retirement, this Option may thereafter be exercised by the Optionee, to the extent the Option was exercisable at the time of such termination, for a period of three (3) months from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is the shorter.
(d) Termination for Cause or Voluntary Termination. If the Optionee's employment by the Company is voluntarily terminated or terminated for Cause, this Option shall terminate immediately and become void and of no effect.
(e) Other Termination. If the Optionee's employment by the Company is involuntarily terminated for any reason other than for Cause, death, Disability or Normal Retirement or Early Retirement, this Option may be exercised, to the extent the Option was exercisable at the time of such termination, by the Optionee for a period of three (3) months from the date of such termination of employment or the expiration of the Term of the Option, whichever period is the shorter.
5. No Right to Continued Employment. The grant of the Option shall not be construed as giving Optionee the right to be retained in the employ of the Company, and the Company may at any time dismiss Optionee from employment, free from any liability or any claim under the Plan.
6. Adjustment to Option Stock. The Committee may make adjustments in the terms and conditions of, and the criteria included in, this Option in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
7. Amendments to Option. Subject to the restrictions contained in Sections 6.2 and 14 of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate, the Option, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Optionee or any holder or beneficiary of the Option shall not to that extent be effective without the consent of the Optionee, holder or beneficiary affected.
8. Limited Transferability. During the Optionee's lifetime this Option can be exercised only by the Optionee. This Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Optionee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Option shall be void. No transfer of this Option by the Optionee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.
9. Reservation of Shares. At all times during the term of this Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Agreement.
10. Plan Governs. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
11. Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
12. Notices. All notices required to be given under this Option shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.
To the Company: Genesco Inc. 1415 Murfreesboro Road Nashville, Tennessee 37217-2895 Attn: General Counsel To the Optionee: The address then maintained with respect to the Optionee in the Company's records. |
13. Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.
14. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes.
15. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee's legal representative and assignees. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon the Optionee's heirs, executors, administrators, successors and assignees.
16. Excessive Shares. In the event that the number of Shares subject to this Option exceeds any maximum established under the Code for Incentive Stock Options that may be granted to Optionee, or in the event that this Option becomes first exercisable in any calendar year to obtain Common Stock having a Fair Market Value (determined at the time of grant) in excess of One Hundred Thousand and No/100 Dollars ($100,000.00), this Option shall be treated as a Non-Qualified Stock Option to the extent of such excess. The proceeding sentence shall be interpreted consistently with the provisions of Section 422(d) of the Code.
IN WITNESS WHEREOF, the parties have caused this Incentive Stock Option Agreement to be duly executed effective as of the day and year first above written.
GENESCO INC.
By: __________________________________
Optionee:
Optionee:
EXHIBIT (10)d.
GENESCO INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this _____ day of _______________, 2005 (the "Grant Date"), by and between Genesco Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the "Company"), and __________________ (the "Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Genesco Inc. 2005 Equity Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance of stock options for the purchase of shares of the common stock, par value $1.00 per share, of the Company (the "Shares"); and
WHEREAS, the Company desires to afford the Optionee an opportunity to purchase Shares as hereinafter provided in accordance with the provisions of the Plan;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Option.
(a) The Company grants as of the date of this Agreement the right and option (the "Option") to purchase __________ Shares, in whole or in part (the "Option Stock"), at an exercise price of ___________________________________ and No/100 Dollars ($_________) per Share, on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. The Optionee, holder or beneficiary of the Option shall not have any of the rights of a shareholder with respect to the Option Stock until such person has become a holder of such Shares by the due exercise of the Option and payment of the Option Payment (as defined in Section 3 below) in accordance with this Agreement.
(b) The Option shall be a non-qualified stock option. In order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it upon the exercise of the Option, and in order to comply with all applicable federal or state tax laws or regulations, the Company may take such action as it deems appropriate to insure that, if necessary, all applicable federal, state or other taxes are withheld or collected from the Optionee.
2. Exercise of Option. The Optionee may exercise the Option with respect to (i) 25% of the Option Stock on or after the first anniversary of the Grant Date, (ii) 50% of the Option Stock on or after the second anniversary of the Grant Date, (iii) 75% of the Option Stock
on or after the third anniversary of the Grant Date, and (iv) 100% of the Option Stock on or after the fourth anniversary of the Grant Date, provided in all cases that the Optionee has been an employee of the Company at all times from the Grant Date to the applicable anniversary (the period between the Grant Date and the anniversary applicable to particular Shares of Option Stock being referred to as the "Vesting Period" for such shares). Notwithstanding the above, the Option shall vest and become exercisable with respect to all the Option Stock upon the occurrence of a Change in Control or Potential Change in Control and shall be governed by the provisions of Section 13 of the Plan. In the event that the Optionee dies, is Disabled or elects Normal Retirement before the expiration of the Vesting Period, the Option shall vest as of the date of such death, disability or Normal Retirement, as the case may be, on a pro rata basis with respect to the amount of the Vesting Period that has elapsed, rounded to the nearest whole share. If Optionee elects Early Retirement prior to the expiration of the Vesting Period, this Option shall vest as though Optionee had elected Normal Retirement, provided that the Optionee's Early Retirement is with the consent of the Committee.
3. Manner of Exercise. The Option may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or to the Company's designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person's address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the "Option Payment") and cash equal to the required withholding taxes is as set forth by Internal Revenue Service and applicable State tax guidelines for the employer's minimum statutory withholding. Subject to applicable securities laws, the Optionee may also exercise the Option by delivering a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Payment, together with any applicable withholding taxes. The Optionee shall notify the Company of any disposition of shares acquired under this Agreement if such disposition occurs within two years after the date of grant or one (1) year after the date of exercise of the Option.
4. Termination of Option. The Option will expire ten (10) years from the date of grant of the Option (the "Term") with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:
(a) Termination by Death. If the Optionee's employment by the Company terminates by reason of death, or if the Optionee dies within three (3) months after termination of such employment for any reason other than Cause, this Option may thereafter be exercised by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of one (1) year from the date of death or until the expiration of the Term of the Option, whichever period is the shorter.
(b) Termination by Reason of Disability. If the Optionee's employment by the Company terminates by reason of Disability, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination, by the Optionee or personal representative or guardian of the Optionee, as applicable, for a period of one (1) year from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is the shorter.
(c) Termination by Normal Retirement or Early Retirement. If Optionee's employment by the Company terminates by reason of Normal Retirement or Early Retirement, this Option may thereafter be exercised by the Optionee, to the extent the Option was exercisable at the time of such termination, for a period of three (3) months from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is the shorter.
(d) Termination for Cause or Voluntary Termination. If the Optionee's employment by the Company is voluntarily terminated or terminated for Cause, this Option shall terminate immediately and become void and of no effect.
(e) Other Termination. If the Optionee's employment by the Company is involuntarily terminated for any reason other than for Cause, death, Disability or Normal Retirement or Early Retirement, this Option may be exercised, to the extent the Option was exercisable at the time of such termination, by the Optionee for a period of three (3) months from the date of such termination of employment or the expiration of the Term of the Option, whichever period is the shorter.
5. No Right to Continued Employment. The grant of the Option shall not be construed as giving Optionee the right to be retained in the employ of the Company, and the Company may at any time dismiss Optionee from employment, free from any liability or any claim under the Plan.
6. Adjustment to Option Stock. The Committee may make adjustments in the terms and conditions of, and the criteria included in, this Option in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
7. Amendments to Option. Subject to the restrictions contained in Sections 6.2 and 14 of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Option, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Optionee or any holder or beneficiary of the Option shall not to that extent be effective without the consent of the Optionee, holder or beneficiary affected.
8. Limited Transferability. During the Optionee's lifetime this Option can be exercised only by the Optionee. This Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Optionee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Option shall be void. No transfer of this Option by the Optionee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.
9. Reservation of Shares. At all times during the term of this Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Agreement.
10. Plan Governs. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
11. Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
12. Notices. All notices required to be given under this Option shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.
To the Company: Genesco Inc. 1415 Murfreesboro Road Nashville, Tennessee 37217-2895 Attn: General Counsel To the Optionee: The address then maintained with respect to the Optionee in the Company's records. |
13. Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.
14. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes.
15. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee's legal representative and assignees. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon the Optionee's heirs, executors, administrators, successors and assignees.
IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock Option Agreement to be duly executed effective as of the day and year first above written.
GENESCO INC.
By: __________________________________
Optionee:
Optionee:
EXHIBIT (10)e.
EXECUTIVE OFFICER (2005)
GENESCO INC.
RESTRICTED SHARE AWARD AGREEMENT
THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and entered into as of the _____ day of _______________, 2005 (the "Grant Date"), between Genesco Inc., a Tennessee corporation (the "Company" and, together with its subsidiaries, "Genesco"), and ________________________________ (the "Grantee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Genesco Corporation 2005 Equity Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company's common stock, par value $1.00 per share (the "Common Stock"); and
WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has granted an award of restricted shares to the Grantee as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Restricted Shares.
(a) The Company hereby grants to the Grantee an award (the "Award") of _______________ shares of Common Stock (the "Shares" or the "Restricted Shares") on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.
(b) The Grantee's rights with respect to the Award shall remain forfeitable at all times prior to the dates on which the restrictions shall lapse in accordance with Sections 2 and 3 hereof.
2. Terms and Rights as a Stockholder.
(a) Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the "Restricted Period" for the Restricted Shares granted herein shall expire on the third anniversary of the date hereof.
(b) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions:
(i) the Grantee shall not be entitled to delivery of the stock certificate for any Shares until the expiration of the Restricted Period as to such Shares;
(ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Restricted Period as to such Shares; and
(iii) except as otherwise determined by the Committee at or after the grant of the Award hereunder, any Restricted Shares as to which the applicable "Restricted Period" has not expired shall be forfeited, and all rights of the Grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment of Genesco for the entire Restricted Period.
Any Shares, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms and conditions as such Restricted Shares.
(c) Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously terminated) upon a Change in Control.
Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to a portion (to be calculated by the Committee in its sole discretion in proportion to Grantee's length of employment during the Restricted Period) of the Restricted Shares awarded hereunder (as to which such Restricted Period has not previously terminated) upon the termination of the Grantee's employment from the Company, a Subsidiary or Affiliate without cause (to be determined in the sole discretion of the Committee) or upon Grantee's death or becoming Disabled.
3. Termination of Restrictions. At the end of the Restricted Period with respect to particular Restricted Shares, all restrictions set forth in this Agreement or in the Plan relating to such Restricted Shares shall lapse and a stock certificate for the appropriate number of Shares, free of the restrictions and restrictive stock legend, shall be delivered to the Grantee pursuant to the terms of this Agreement.
4. Delivery of Shares.
(a) As of the date hereof, certificates representing the Restricted Shares shall be registered in the name of the Grantee and held by the Company or transferred to a custodian appointed by the Company for the account of the Grantee subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Grantee as set forth in Section 4(b) hereof or their reversion to the Company as set forth in Section 2(b) hereof.
(b) Certificates representing Restricted Shares in respect of which the applicable Restricted Period has lapsed pursuant to this Agreement shall be delivered to the Grantee as soon as practicable following the date on which the restrictions on such Restricted Shares lapse.
(c) Each certificate representing Restricted Shares shall bear a legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE GENESCO INC. 2005 EQUITY INCENTIVE PLAN (THE "PLAN") AND THE RESTRICTED SHARE AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND GENESCO INC. (THE "COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY.
5. Effect of Lapse of Restrictions. To the extent that the Restricted Period applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this Agreement.
6. No Right to Continued Employment. This Agreement shall not be construed as giving Grantee the right to be retained in the employ of Genesco, and Genesco may at any time dismiss Grantee from employment, free from any liability or any claim under the Plan but subject to the terms of the Grantee's Employment Agreement.
7. Adjustments. The Committee may make adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 6(g) of the Plan) affecting Genesco, or the financial statements of Genesco, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
8. Amendment to Award. Subject to the restrictions contained in Sections 4 and 5 of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.
9. Withholding of Taxes. If the Grantee makes an election under Section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under Section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of Restricted Shares (or
property distributed with respect thereto), the Company shall satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee and issue vested shares to the Grantee without Restriction. The Company shall satisfy the required Withholding Taxes by withholding from the Shares included in the Award that number of whole shares necessary to satisfy such taxes as of the date the restrictions lapse with respect to such Shares based on the Fair Market Value of the Shares.
10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
11. Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
12. Notices. All notices required to be given under this Grant shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.
To the Company: Genesco Inc. 1415 Murfreesboro Road Nashville, Tennessee 37217-2895 Attn: General Counsel To the Grantee: The address then maintained with respect to the Grantee in the Company's records. |
13. Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.
14. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee's legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee's heirs, executors, administrators and successors.
15. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.
IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly executed effective as of the day and year first above written.
GENESCO INC.
By: ______________________________________
GRANTEE:
GRANTEE:
EXHIBIT (10)f.
OFFICER AND EMPLOYEE (ANNUAL)
GENESCO INC.
RESTRICTED SHARE AWARD AGREEMENT
THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and entered into as of the _____ day of _______________, 2005 (the "Grant Date"), between Genesco Inc., a Tennessee corporation (the "Company" and, together with its subsidiaries, "Genesco"), and ________________________________ (the "Grantee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Genesco Corporation 2005 Equity Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company's common stock, par value $1.00 per share (the "Common Stock"); and
WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has granted an award of restricted shares to the Grantee as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Restricted Shares.
(a) The Company hereby grants to the Grantee an award (the "Award") of _______________ shares of Common Stock (the "Shares" or the "Restricted Shares") on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.
(b) The Grantee's rights with respect to the Award shall remain forfeitable at all times prior to the dates on which the restrictions shall lapse in accordance with Sections 2 and 3 hereof.
2. Terms and Rights as a Stockholder.
(a) Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the "Restricted Period" for twenty-five percent (25%) of the Restricted Shares granted herein shall expire on the first anniversary of the date hereof, the "Restricted Period" for an additional twenty-five percent (25%) of the Restricted Shares granted herein shall expire on the second anniversary of the date hereof, the "Restricted Period" for an additional twenty-five percent (25%) of the Restricted Shares granted herein shall expire on the third anniversary of the date hereof, and the "Restricted Period" for the final twenty-five percent (25%) of the Restricted Shares granted herein shall expire on the fourth anniversary of the date hereof (as such numbers may be adjusted in accordance with Section 7 hereof).
(b) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions:
(i) the Grantee shall not be entitled to delivery of the stock certificate for any Shares until the expiration of the Restricted Period as to such Shares;
(ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Restricted Period as to such Shares; and
(iii) except as otherwise determined by the Committee at or after the grant of the Award hereunder, any Restricted Shares as to which the applicable "Restricted Period" has not expired shall be forfeited, and all rights of the Grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment of Genesco for the entire Restricted Period.
Any Shares, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms and conditions as such Restricted Shares.
(c) Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously terminated) upon a Change in Control.
Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to a portion (to be calculated by the Committee in its sole discretion in proportion to Grantee's length of employment during the Restricted Period) of the Restricted Shares awarded hereunder (as to which such Restricted Period has not previously terminated) upon the termination of the Grantee's employment from the Company, a Subsidiary or Affiliate without cause (to be determined in the sole discretion of the Committee) or upon Grantee's death or becoming Disabled.
3. Termination of Restrictions. At the end of the Restricted Period with respect to particular Restricted Shares, all restrictions set forth in this Agreement or in the Plan relating to such Restricted Shares shall lapse and a stock certificate for the appropriate number of Shares, free of the restrictions and restrictive stock legend, shall be delivered to the Grantee pursuant to the terms of this Agreement.
4. Delivery of Shares.
(a) As of the date hereof, certificates representing the Restricted Shares shall be registered in the name of the Grantee and held by the Company or transferred to a custodian appointed by the Company for the account of the Grantee subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Grantee as set forth in Section 4(b) hereof or their reversion to the Company as set forth in Section 2(b) hereof.
(b) Certificates representing Restricted Shares in respect of which the applicable Restricted Period has lapsed pursuant to this Agreement shall be delivered to the Grantee as soon as practicable following the date on which the restrictions on such Restricted Shares lapse.
(c) Each certificate representing Restricted Shares shall bear a legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE GENESCO INC. 2005 EQUITY INCENTIVE PLAN (THE "PLAN") AND THE RESTRICTED SHARE AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND GENESCO INC. (THE "COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY.
5. Effect of Lapse of Restrictions. To the extent that the Restricted Period applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this Agreement.
6. No Right to Continued Employment. This Agreement shall not be construed as giving Grantee the right to be retained in the employ of Genesco, and Genesco may at any time dismiss Grantee from employment, free from any liability or any claim under the Plan but subject to the terms of the Grantee's Employment Agreement.
7. Adjustments. The Committee may make adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 6(g) of the Plan) affecting Genesco, or the financial statements of Genesco, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
8. Amendment to Award. Subject to the restrictions contained in Sections 4 and 5 of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.
9. Withholding of Taxes. If the Grantee makes an election under Section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under Section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of Restricted Shares (or property distributed with respect thereto), the Company shall satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee and issue vested shares to the Grantee without Restriction. The Company shall satisfy the required Withholding Taxes by withholding from the Shares included in the Award that number of whole shares necessary to satisfy such taxes as of the date the restrictions lapse with respect to such Shares based on the Fair Market Value of the Shares.
10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
11. Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
12. Notices. All notices required to be given under this Grant shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.
To the Company: Genesco Inc. 1415 Murfreesboro Road Nashville, Tennessee 37217-2895 Attn: General Counsel To the Grantee: The address then maintained with respect to the Grantee in the Company's records. |
13. Governing Law. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.
14. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee's legal representatives. All obligations imposed upon the Grantee and all rights granted
to the Company under this Agreement shall be binding upon the Grantee's heirs, executors, administrators and successors.
15. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.
IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly executed effective as of the day and year first above written.
GENESCO INC.
By: ______________________________________
GRANTEE:
GRANTEE:
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Hal N. Pennington, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Genesco Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: December 8, 2005 /s/ Hal N. Pennington ------------------------------------- Hal N. Pennington Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, James S. Gulmi, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Genesco Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: December 8, 2005 /s/ James S. Gulmi ------------------------------- James S. Gulmi Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Genesco Inc. (the "Company") on Form 10-Q for the period ending October 29, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Hal N. Pennington, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Hal N. Pennington -------------------------------- Hal N. Pennington Chief Executive Officer December 8, 2005 |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Genesco Inc. (the "Company") on Form 10-Q for the period ending October 29, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James S. Gulmi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James S. Gulmi -------------------------------- James S. Gulmi Chief Financial Officer December 8, 2005 |