FL » Topics » 18. Amendment or Termination of Plan .

These excerpts taken from the FL 10-K filed Mar 30, 2009.

16. Amendment or Termination of Plan.

     The Board may amend this Plan from time to time in any respect, and may at any time terminate the Plan in its entirety. Any such action by the Board with respect to the Plan shall be binding on the Employer and Employee. Except as otherwise specifically provided herein, in no event shall any termination, amendment or change of the Plan reduce the Participant's Excess Cash Balance Benefit hereunder accrued through the date of such termination, amendment or change, based on service and compensation through such date of termination, amendment or change, but with the Qualified Plan offset being based on service through the date of such termination, amendment or change and compensation through Termination of Employment or if earlier, the date of payment of the Excess Cash Balance Benefit hereunder.

16. Amendment or Termination of Plan.


     The Board
may amend this Plan from time to time in any respect, and may at any time
terminate the Plan in its entirety. Any such action by the Board with respect to
the Plan shall be binding on the Employer and Employee. Except as otherwise
specifically provided herein, in no event shall any termination, amendment or
change of the Plan reduce the Participant's Excess Cash Balance Benefit
hereunder accrued through the date of such termination, amendment or change,
based on service and compensation through such date of termination, amendment or
change, but with the Qualified Plan offset being based on service through the
date of such termination, amendment or change and compensation through
Termination of Employment or if earlier, the date of payment of the Excess Cash
Balance Benefit hereunder.


16. Amendment or Termination of Plan.


     The Board
may amend this Plan from time to time in any respect, and may at any time
terminate the Plan in its entirety. Any such action by the Board with respect to
the Plan shall be binding on the Employer and Employee. Except as otherwise
specifically provided herein, in no event shall any termination, amendment or
change of the Plan reduce the Participant's Excess Cash Balance Benefit
hereunder accrued through the date of such termination, amendment or change,
based on service and compensation through such date of termination, amendment or
change, but with the Qualified Plan offset being based on service through the
date of such termination, amendment or change and compensation through
Termination of Employment or if earlier, the date of payment of the Excess Cash
Balance Benefit hereunder.


This excerpt taken from the FL 8-K filed Aug 17, 2007.

18. Amendment or Termination of Plan.

     (a) The Board may amend this plan from time to time in any respect.

     (b) The Board may terminate the Plan in its entirety and make payment to the Participants following termination of the Plan only in the following circumstances:

          (i) within the thirty (30) days preceding or the twelve (12) months following a Change in Control of the Company, to the extent required by Section 409A, if and only if all other nonqualified deferred compensation plans (as determined under Section 409A) maintained by the Employer are terminated and that all participants under such plans are required to receive all amounts deferred under such plans within twelve (12) months of the date of termination of the plans;

          (ii) no earlier than twelve (12) months and no later than twenty-four (24) months following termination of the Plan, to the extent required by Section 409A, if and only if all other nonqualified deferred compensation plans (as determined under Section 409A) maintained by the Employer are terminated and no such plan is adopted within the three (3) year period following such plan termination;

          (iii) within the twelve (12) month period following a bankruptcy court’s approval of a petition for bankruptcy under Chapter 11 of the United States Bankruptcy Code, subject to the requirements of Section 409A; or

          (iv) such other event permitted under Section 409A.

In the event of termination of the Plan under this Section 18(b), the Employer shall distribute to each Participant the balance of his or her Account as of the date of termination in accordance with the provisions of Section 6(a)(ii) or (iii) hereof and shall have no further obligation hereunder.

12


     (c) At any time other than the circumstances set out in Section 18(b)(i)-(iv) above, the Board may terminate the Plan. In such event, the Accounts of any Participant who is eligible for Retirement, as defined herein, at the time of the Plan's termination shall be frozen and, following such Participant’s Termination of Employment, the balance of his or her Account shall be distributed to him or her in accordance with the payment provisions of Section 6(a)(i) hereof, and the Employer shall have no further obligation hereunder. In the event of the Plan's termination under this Section 18(c), the Account of any Participant who is not eligible for Retirement at the time of the Plan’s termination shall be forfeited, and such Participant shall have no rights hereunder.

     (d) At any time, the Board may exclude any Participant from further participation in the Plan. Any such action by the Board with respect to the Plan shall be binding on the Employer and Employee. Except as otherwise specifically provided herein, in no event shall any termination, amendment or change of the Plan reduce the Account balance hereunder accrued through the date of such termination, amendment or change, based on service and compensation through such date of termination, amendment or change.

This excerpt taken from the FL 8-K filed Jun 5, 2007.
Amendment and Termination of the Plan.   Notwithstanding any other provision of this Plan, the Board or the Committee may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided that, no amendment which requires shareholder approval under applicable New York law or in order for the Plan to continue to comply with Rule 16b-3, Section 162(m) of the Code, or applicable stock exchange requirements shall be effective unless the same shall be approved by the requisite vote of the shareholders of the Company. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Participant, without such



Participant’s consent, under any Award theretofore granted under the Plan. The power to grant Options under the Plan will automatically terminate ten years after the adoption of the Plan by the shareholders, provided that no Award (other than a Stock Option or Stock Appreciation Right) that is intended to be “performance-based” under Section 162(m) of the Code shall be granted on or after the fifth anniversary of the shareholder approval of the Plan unless the Performance Goals set forth on Exhibit A are reapproved (or other designated performance goals are approved) by the shareholders no later than the first shareholder meeting that occurs in the fifth year following the year in which shareholders approve the Performance Goals set forth on Exhibit A. If the Plan is terminated, any unexercised Option shall continue to be exercisable in accordance with its terms and the terms of the Plan in effect immediately prior to such termination.

Notwithstanding anything herein to the contrary, the Board or the Committee may amend the Plan or any Award granted hereunder at any time without a Participant’s consent to comply with Section 409A of the Code or any other applicable law.

          (g)          

This excerpt taken from the FL DEF 14A filed Apr 10, 2006.
Amendment or Termination of Plan. The Committee may amend, suspend, or terminate the Long-Term Plan in whole or in part; provided, however, that no amendment that requires shareholder approval in order for the plan to continue to comply with Section 162(m) of the Internal Revenue Code will be effective unless it is approved by the required vote of the shareholders of the Company. In addition, no amendment may adversely affect the rights of any participant without the participant's consent under any Long-Term Plan awards previously granted.

      

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