|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the FL DEF 14A filed Apr 10, 2008. Material Features of the Restated Annual Plan The following is only a summary of the principal features of the Restated Annual Plan. This summary is qualified in its entirety by the complete text of the plan. Capitalized terms used in this summary but that are not defined here have the meanings contained in the Restated Annual Plan. Purpose of the Plan. The purposes of the Restated Annual Plan are to reinforce corporate, organizational, and business development goals; to promote the achievement of year-to-year financial and other business objectives; to reward the performance of individual officers and other employees in fulfilling their personal responsibilities for year-to-year achievements; and to serve as a qualified performance-based compensation program under Section 162(m) of the Internal Revenue Code with regard to the Company’s Chief Executive Officer and the four other most highly compensated executive officers employed at the end of the fiscal year (“Covered Employees”). Administration. The Restated Annual Plan is administered by the Compensation and Management Resources Committee (“Compensation Committee”). Each member of this committee is an “outside director” under Section 162(m) of the Internal Revenue Code. The Committee has the authority to grant awards, determine performance criteria, certify attainment of performance goals, construe and interpret the Restated Annual Plan and make all other determinations deemed necessary or advisable for the administration of this plan. Participation. Participation in the Restated Annual Plan is limited to those officers and other key employees of the Company, its subsidiaries and divisions, as selected by the Compensation Committee. In determining the persons to whom awards shall be granted, the Compensation Committee takes into account such factors as it considers appropriate to accomplish the purposes of the Restated Annual Plan. Awards. Awards under the Restated Annual Plan relate to a period coinciding with the Company’s fiscal year (the “Performance Period”). The individual target award for each participant is expressed as 57 a percentage of Annual Base Salary. Payment for the awards is made only if the performance goals for the Performance Period are achieved and certified by the Compensation Committee and generally
only if the participant remains employed by the Company through the Payment Date. Limit on Payment. Payment to a Covered Employee may not exceed $3 million for any fiscal year. Performance Goals. The Restated Annual Plan provides that the Compensation Committee generally has the authority to determine the performance goals that will be in effect for a Performance
Period. The Committee also has the authority to incorporate provisions in the performance goals allowing for adjustments in recognition of unusual or non-recurring events affecting the Company or our
financial statements or in response to changes in applicable laws, regulations or accounting principles. The committee has the authority to determine the performance goals for the Covered Employees solely
to the extent permitted by Section 162(m) of the Internal Revenue Code. The performance goals for the Covered Employees will be determined by the Compensation Committee based on one or more of the following criteria:
•
attaining certain target levels of, or percentage increase in,
pre-tax profit; (b) division profit; (c) after-tax profits of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker); (d) after-tax or pre-tax return on shareholders’ equity of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker);
•
attaining certain target levels of, or a specified increase in,
operational cash flow of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker); (b) return on invested capital or return on investment;
•
achieving a certain level of, a reduction of, or other specified objectives with regard to limiting the level of increase in, Foot Locker’s bank debt, other long-term or short-term public or private debt,
or other similar financial obligations of Foot Locker, if any, which may be calculated net of any cash balances and/or other offsets and adjustments as may be established by the Committee; • attaining a specified percentage increase in earnings per share or earnings per share from continuing operations of Foot Locker (or a subsidiary, division or other operational unit of Foot Locker); • attaining certain target levels of, or a specified percentage increase in, revenues, net income, or earnings before interest, taxes, depreciation and/or amortization, of Foot Locker (or a subsidiary,
division, or other operational unit of Foot Locker); and • attaining a certain target level of, or reduction in, selling, general and administrative expense as a percentage of revenue of Foot Locker (or any subsidiary, division or other operational unit of Foot
Locker). Amendment or Termination of Plan. The Committee may amend, suspend, or terminate the Restated Annual Plan, or any part of it, but 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 our shareholders. Also, no amendment may adversely affect
the rights of any participant without the participant’s consent under any awards previously granted under the plan. Benefits Not Determinable. Because performance goal criteria may vary from year to year, benefits under the Restated Annual Plan are not determinable. The Restated Annual Plan is designed to
provide payments only if the performance goals established by the Compensation Committee have been met and the attainment of the goals has been certified by the Committee. The Company did not
make any payments under this plan for the 2007 fiscal year because the performance goals were not met. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||
