FL » Topics » . Definitions.

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

2. Definitions.

     Unless the context requires otherwise, the following words as used in the Plan shall have the meanings ascribed to each below:

      (a)       "Affiliate" shall mean the Company and any entity affiliated with the Company within the meaning of Code Section 414(b) with respect to controlled group of corporations, Code Section 414(c) with respect to trades or businesses under common control with the Company, Code Section 414(m) with respect to affiliated service groups, and any other entity required to be aggregated with the Company under Section 414(o) of the Code. No entity shall be treated as an Affiliate for any period during which it is not part of the controlled group, under common control or otherwise required to be aggregated under Code Section 414.
 
(b) "Beneficiary" shall mean the Participant's beneficiary under the Qualified Plan.
 
(c) "Board" shall mean the Board of Directors of the Company.
 
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended and as hereafter amended from time to time.
 
(e) "Committee" shall mean the Retirement Administration Committee of the Company, or such other committee as designated by the Board.
 
(f) "Company" shall mean Foot Locker, Inc., a New York corporation, and any successor by merger, consolidation or transfer of assets.
 
(g) "Control Group" shall mean the Company and its Affiliates.
 

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      (h)       "Employee" shall mean any officer, member of senior management or other key employee employed by an Employer.
 
(i) "Employer" shall mean the Company and any Participating Employer.
 
(j) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.
 
(k) "Excess Cash Balance Benefit" shall mean a lump sum benefit, calculated under Section 3 below and payable under this Plan.
 
(l) "Participant" shall mean any Employee who is a participant in the Qualified Plan and whose benefit under the Qualified Plan is limited, directly or indirectly, by Code Sections 401(a)(17) and/or 415. In no event shall an Employee who is not entitled to benefit under the Qualified Plan be eligible for, or receive, an Excess Cash Balance Benefit under the Plan.
 
(m) "Participating Employer" shall mean any Affiliate which has adopted the Plan by action of its board of directors and is approved by the Board.
 
(n) "Plan" shall mean the Foot Locker Excess Cash Balance Plan, as amended from time to time.
 
(o) "Qualified Plan" shall mean the Foot Locker Retirement Plan, as amended and restated effective January 1, 1996, and as further amended from time to time.
 
(p) "Section 409A” shall mean Section 409A of the Code including the regulations issued thereunder by the Department of the Treasury.
 
(q) “Specified Employee” shall have the meaning set forth in Section 409A as determined on the date of Termination of Employment in accordance with procedures established by the Company and consistent with Section 409A.
 
(r) "Termination of Employment" shall mean separation from service with the Control Group in accordance with Section 409A for any reason, including, but not limited to retirement, death, disability, resignation or dismissal with or without cause; provided, however, that if a Participating Employer is no longer a member of the Control Group and the Participant is transferred in connection with the sale of the assets of a Participating Employer and the successor assumes the obligations hereunder in accordance with Section 14 hereof, a Termination of Employment shall not occur until termination of employment with the new control group.

96


2. Definitions.


     Unless the
context requires otherwise, the following words as used in the Plan shall have
the meanings ascribed to each below:
























































      (a)       "Affiliate"
shall mean the Company and any entity affiliated with the Company
within the meaning of Code Section 414(b) with respect to controlled group
of corporations, Code Section 414(c) with respect to trades or businesses
under common control with the Company, Code Section 414(m) with respect to
affiliated service groups, and any other entity required to be aggregated
with the Company under Section 414(o) of the Code. No entity shall be
treated as an Affiliate for any period during which it is not part of the
controlled group, under common control or otherwise required to be
aggregated under Code Section 414.
 
(b) "Beneficiary"
shall mean the Participant's beneficiary under the Qualified Plan.
 
(c) "Board" shall
mean the Board of Directors of the Company.
 
(d) "Code" shall
mean the Internal Revenue Code of 1986, as amended and as hereafter
amended from time to time.
 
(e) "Committee"
shall mean the Retirement Administration Committee of the Company, or
such other committee as designated by the Board.
 
(f) "Company" shall
mean Foot Locker, Inc., a New York corporation, and any successor by
merger, consolidation or transfer of assets.
 
(g) "Control Group"
shall mean the Company and its Affiliates.
 

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      (h)       "Employee"
shall mean any officer, member of senior management or other key
employee employed by an Employer.
 
(i) "Employer"
shall mean the Company and any Participating Employer.
 
(j) "ERISA" shall
mean the Employee Retirement Income Security Act of 1974, as amended.
 
(k) "Excess Cash
Balance Benefit"
shall mean a lump sum benefit, calculated under
Section 3 below and payable under this Plan.
 
(l) "Participant"
shall mean any Employee who is a participant in the Qualified Plan and
whose benefit under the Qualified Plan is limited, directly or indirectly,
by Code Sections 401(a)(17) and/or 415. In no event shall an Employee who
is not entitled to benefit under the Qualified Plan be eligible for, or
receive, an Excess Cash Balance Benefit under the Plan.
 
(m) "Participating
Employer"
shall mean any Affiliate which has adopted the Plan by
action of its board of directors and is approved by the Board.
 
(n) "Plan" shall
mean the Foot Locker Excess Cash Balance Plan, as amended from time to
time.
 
(o) "Qualified Plan"
shall mean the Foot Locker Retirement Plan, as amended and restated
effective January 1, 1996, and as further amended from time to time.
 
(p) "Section 409A”
shall mean Section 409A of the Code including the regulations issued
thereunder by the Department of the Treasury.
 
(q) “Specified
Employee”
shall have the meaning set forth in Section 409A as
determined on the date of Termination of Employment in accordance with
procedures established by the Company and consistent with Section 409A.
 
(r) "Termination of
Employment"
shall mean separation from service with the Control Group
in accordance with Section 409A for any reason, including, but not limited
to retirement, death, disability, resignation or dismissal with or without
cause; provided, however, that if a Participating Employer is no longer a
member of the Control Group and the Participant is transferred in
connection with the sale of the assets of a Participating Employer and the
successor assumes the obligations hereunder in accordance with Section 14
hereof, a Termination of Employment shall not occur until termination of
employment with the new control group.

96





2. Definitions.


     Unless the
context requires otherwise, the following words as used in the Plan shall have
the meanings ascribed to each below:
























































      (a)       "Affiliate"
shall mean the Company and any entity affiliated with the Company
within the meaning of Code Section 414(b) with respect to controlled group
of corporations, Code Section 414(c) with respect to trades or businesses
under common control with the Company, Code Section 414(m) with respect to
affiliated service groups, and any other entity required to be aggregated
with the Company under Section 414(o) of the Code. No entity shall be
treated as an Affiliate for any period during which it is not part of the
controlled group, under common control or otherwise required to be
aggregated under Code Section 414.
 
(b) "Beneficiary"
shall mean the Participant's beneficiary under the Qualified Plan.
 
(c) "Board" shall
mean the Board of Directors of the Company.
 
(d) "Code" shall
mean the Internal Revenue Code of 1986, as amended and as hereafter
amended from time to time.
 
(e) "Committee"
shall mean the Retirement Administration Committee of the Company, or
such other committee as designated by the Board.
 
(f) "Company" shall
mean Foot Locker, Inc., a New York corporation, and any successor by
merger, consolidation or transfer of assets.
 
(g) "Control Group"
shall mean the Company and its Affiliates.
 

95




























































































      (h)       "Employee"
shall mean any officer, member of senior management or other key
employee employed by an Employer.
 
(i) "Employer"
shall mean the Company and any Participating Employer.
 
(j) "ERISA" shall
mean the Employee Retirement Income Security Act of 1974, as amended.
 
(k) "Excess Cash
Balance Benefit"
shall mean a lump sum benefit, calculated under
Section 3 below and payable under this Plan.
 
(l) "Participant"
shall mean any Employee who is a participant in the Qualified Plan and
whose benefit under the Qualified Plan is limited, directly or indirectly,
by Code Sections 401(a)(17) and/or 415. In no event shall an Employee who
is not entitled to benefit under the Qualified Plan be eligible for, or
receive, an Excess Cash Balance Benefit under the Plan.
 
(m) "Participating
Employer"
shall mean any Affiliate which has adopted the Plan by
action of its board of directors and is approved by the Board.
 
(n) "Plan" shall
mean the Foot Locker Excess Cash Balance Plan, as amended from time to
time.
 
(o) "Qualified Plan"
shall mean the Foot Locker Retirement Plan, as amended and restated
effective January 1, 1996, and as further amended from time to time.
 
(p) "Section 409A”
shall mean Section 409A of the Code including the regulations issued
thereunder by the Department of the Treasury.
 
(q) “Specified
Employee”
shall have the meaning set forth in Section 409A as
determined on the date of Termination of Employment in accordance with
procedures established by the Company and consistent with Section 409A.
 
(r) "Termination of
Employment"
shall mean separation from service with the Control Group
in accordance with Section 409A for any reason, including, but not limited
to retirement, death, disability, resignation or dismissal with or without
cause; provided, however, that if a Participating Employer is no longer a
member of the Control Group and the Participant is transferred in
connection with the sale of the assets of a Participating Employer and the
successor assumes the obligations hereunder in accordance with Section 14
hereof, a Termination of Employment shall not occur until termination of
employment with the new control group.

96





This excerpt taken from the FL 8-K filed May 21, 2008.
. Definitions. Terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein. The following additional terms, as used herein, have the following respective meanings:

This excerpt taken from the FL DEF 14A filed Apr 10, 2008.

2. Definitions.

The following terms, as used herein, shall have the following meanings:

(a) “Annual Base Salary” with respect to any Plan Year shall mean the total amount paid by Foot Locker and its subsidiaries to a participant during such Plan Year without reduction for any amounts withheld pursuant to participation in a qualified “cafeteria plan” under Section 125 of the Code, a qualified transportation arrangement under Section 132(f)(4) of the Code, or a cash or deferred arrangement under Section 401(k) of the Code. Annual Base Salary shall not include any amount paid or accruing to a participant under the Foot Locker Long-Term Incentive Compensation Plan or any other incentive compensation or bonus payment or extraordinary remuneration, expense allowances, imputed income or any other amounts deemed to be indirect compensation, severance pay and any contributions made by Foot Locker to this or any other plan maintained by Foot Locker or any other amounts which, in the opinion of the Committee, are not considered to be Annual Base Salary for purposes of the Plan.

(b) “Board” shall mean the Board of Directors of Foot Locker.

(c) “Committee” shall mean two or more members of the Compensation and Management Resources Committee of the Board, each of whom is an “outside director” within the meaning of Section 162(m) of the Code.

(d) “Covered Employee” shall mean an officer or key employee of Foot Locker who is designated as an executive officer for purposes of Rule 3b-7 of the Securities Exchange Act of 1934 for the relevant Plan Year.

(e) “Payment Date” shall mean the date selected by the Committee for payments under the Plan to be made following the finalization, review and approval of performance goal achievements for the Plan Year, which date shall be within two and one-half months following the end of the Plan Year.

(f) “Individual Target Award” shall mean the targeted performance award for a Plan Year specified by the Committee as provided in Section 6 herein.

(g) “Plan Year” shall mean Foot Locker’s fiscal year during which the Plan is in effect.

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