FL » Topics » Payment.

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

5. Payment.

     The vested portion of a Participant's Excess Cash Balance Benefit shall be paid to the Participant in a lump sum on the first day of the month occurring thirty (30) days following Termination of Employment. Notwithstanding the foregoing, amounts payable pursuant to this Section 5 to a Participant who is a Specified Employee during the first six (6) months following such Participant’s Termination of Employment shall be delayed during the six (6) month period following such Participant’s Termination of Employment and shall be paid to the Participant on the first day of the month following the end of such six (6) month period.

Payment.

          (a) Payment to a participant under this Plan for each Performance Period shall be made in the number of shares of Common Stock determined by the Committee by dividing the achieved percentage of such participant's Annual Base Salary (as determined by the Committee for each Performance Period) by the Fair Market Value of the Common Stock on the date of payment as determined in accordance with Section 4 or 6 herein; provided, that the Committee, in its sole discretion may pay the amount equal to the achieved percentage of such participant's Annual Base Salary, as determined by the Committee for the applicable Plan Year, in cash. Such achieved percentage shall be based on the participant's achievement of his or her Individual Target Award. Except to the extent provided for in Section 4 hereof, payment shall be made only if and to the extent the relevant performance goals with respect to the Performance Period are attained. Awards of Common Stock made pursuant to this Plan are Other Stock-Based Awards (as defined in the Stock Option Plan) and are issued under and subject to, the applicable provisions of the Stock Option Plan including, without limitation, Section 8 (Other Stock-Based Awards) and Section 5 (Stock Subject to the Plan; Limitation on Grants). In the event that any payment results in other than a whole number of shares of Common Stock, the value of the fractional share of Common Stock shall be paid in cash.

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          (b) At the beginning of each Performance Period (or within the time period prescribed by Section 162(m) of the Code), the Committee shall establish all performance goals and the Individual Target Awards for such Performance Period and Foot Locker shall inform each participant of the Committee's determination with respect to such participant for such Performance Period. Individual Target Awards shall be expressed as a percentage of such participant's Annual Base Salary. At the time the performance goals are established, the Committee shall prescribe a formula to determine the percentage of the Individual Target Award which may be payable based upon the degree of attainment of the performance goals during the Performance Period.

          (c) Notwithstanding anything to the contrary contained in this Plan, (1) the performance goals in respect of awards granted to participants hereunder, shall be based on one or more of the following criteria(i) the attainment of certain target levels of, or percentage increase in, Consolidated Net Income; (ii) the attainment of certain target levels of, or a specified increase in, return on invested capital; and (2) in no event shall payment in respect of an award granted for a Performance Period be made to a participant as of the end of such Performance Period in a dollar value which exceeds the lesser of (i) 300% of such participant's Annual Base Salary or (ii) $5,000,000.

     6.

Payment.


          (a) Payment to a participant under this
Plan for each Performance Period shall be made in the number of shares of Common
Stock determined by the Committee by dividing the achieved percentage of such
participant's Annual Base Salary (as determined by the Committee for each
Performance Period) by the Fair Market Value of the Common Stock on the date of
payment as determined in accordance with Section 4 or 6 herein; provided, that
the Committee, in its sole discretion may pay the amount equal to the achieved
percentage of such participant's Annual Base Salary, as determined by the
Committee for the applicable Plan Year, in cash. Such achieved percentage shall
be based on the participant's achievement of his or her Individual Target Award.
Except to the extent provided for in Section 4 hereof, payment shall be made
only if and to the extent the relevant performance goals with respect to the
Performance Period are attained. Awards of Common Stock made pursuant to this
Plan are Other Stock-Based Awards (as defined in the Stock Option Plan) and are
issued under and subject to, the applicable provisions of the Stock Option Plan
including, without limitation, Section 8 (Other Stock-Based Awards) and Section
5 (Stock Subject to the Plan; Limitation on Grants). In the event that any
payment results in other than a whole number of shares of Common Stock, the
value of the fractional share of Common Stock shall be paid in cash.


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          (b) At the beginning of each
Performance Period (or within the time period prescribed by Section 162(m) of
the Code), the Committee shall establish all performance goals and the
Individual Target Awards for such Performance Period and Foot Locker shall
inform each participant of the Committee's determination with respect to such
participant for such Performance Period. Individual Target Awards shall be
expressed as a percentage of such participant's Annual Base Salary. At the time
the performance goals are established, the Committee shall prescribe a formula
to determine the percentage of the Individual Target Award which may be payable
based upon the degree of attainment of the performance goals during the
Performance Period.


          (c) Notwithstanding anything
to the contrary contained in this Plan, (1) the performance goals in respect of
awards granted to participants hereunder, shall be based on one or more of the
following criteria(i) the attainment of certain target levels of, or percentage
increase in, Consolidated Net Income; (ii) the attainment of certain target
levels of, or a specified increase in, return on invested capital; and (2) in no
event shall payment in respect of an award granted for a Performance Period be
made to a participant as of the end of such Performance Period in a dollar value
which exceeds the lesser of (i) 300% of such participant's Annual Base Salary or
(ii) $5,000,000.


     6.

Payment.


          (a) Payment to a participant under this
Plan for each Performance Period shall be made in the number of shares of Common
Stock determined by the Committee by dividing the achieved percentage of such
participant's Annual Base Salary (as determined by the Committee for each
Performance Period) by the Fair Market Value of the Common Stock on the date of
payment as determined in accordance with Section 4 or 6 herein; provided, that
the Committee, in its sole discretion may pay the amount equal to the achieved
percentage of such participant's Annual Base Salary, as determined by the
Committee for the applicable Plan Year, in cash. Such achieved percentage shall
be based on the participant's achievement of his or her Individual Target Award.
Except to the extent provided for in Section 4 hereof, payment shall be made
only if and to the extent the relevant performance goals with respect to the
Performance Period are attained. Awards of Common Stock made pursuant to this
Plan are Other Stock-Based Awards (as defined in the Stock Option Plan) and are
issued under and subject to, the applicable provisions of the Stock Option Plan
including, without limitation, Section 8 (Other Stock-Based Awards) and Section
5 (Stock Subject to the Plan; Limitation on Grants). In the event that any
payment results in other than a whole number of shares of Common Stock, the
value of the fractional share of Common Stock shall be paid in cash.


78





          (b) At the beginning of each
Performance Period (or within the time period prescribed by Section 162(m) of
the Code), the Committee shall establish all performance goals and the
Individual Target Awards for such Performance Period and Foot Locker shall
inform each participant of the Committee's determination with respect to such
participant for such Performance Period. Individual Target Awards shall be
expressed as a percentage of such participant's Annual Base Salary. At the time
the performance goals are established, the Committee shall prescribe a formula
to determine the percentage of the Individual Target Award which may be payable
based upon the degree of attainment of the performance goals during the
Performance Period.


          (c) Notwithstanding anything
to the contrary contained in this Plan, (1) the performance goals in respect of
awards granted to participants hereunder, shall be based on one or more of the
following criteria(i) the attainment of certain target levels of, or percentage
increase in, Consolidated Net Income; (ii) the attainment of certain target
levels of, or a specified increase in, return on invested capital; and (2) in no
event shall payment in respect of an award granted for a Performance Period be
made to a participant as of the end of such Performance Period in a dollar value
which exceeds the lesser of (i) 300% of such participant's Annual Base Salary or
(ii) $5,000,000.


     6.

5. Payment.


     The vested
portion of a Participant's Excess Cash Balance Benefit shall be paid to the
Participant in a lump sum on the first day of the month occurring thirty (30)
days following Termination of Employment. Notwithstanding the foregoing, amounts
payable pursuant to this Section 5 to a Participant who is a Specified Employee
during the first six (6) months following such Participant’s Termination of
Employment shall be delayed during the six (6) month period following such
Participant’s Termination of Employment and shall be paid to the Participant on
the first day of the month following the end of such six (6) month
period.


5. Payment.


     The vested
portion of a Participant's Excess Cash Balance Benefit shall be paid to the
Participant in a lump sum on the first day of the month occurring thirty (30)
days following Termination of Employment. Notwithstanding the foregoing, amounts
payable pursuant to this Section 5 to a Participant who is a Specified Employee
during the first six (6) months following such Participant’s Termination of
Employment shall be delayed during the six (6) month period following such
Participant’s Termination of Employment and shall be paid to the Participant on
the first day of the month following the end of such six (6) month
period.


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

6. Payment.

(a) Payment under this Plan to a participant will be made in cash in an amount equal to the achieved percentage of such participant’s Annual Base Salary as determined by the Committee for each Plan Year. Such percentage shall be based on the participant’s achievement of his or her Individual Target Award. Payment shall be made only if and to the extent the performance goals with respect to the Plan Year are attained.

(b) At the beginning of each Plan Year (or, with respect to Covered Employees, within the time period prescribed by Section 162(m) of the Code), the Committee shall establish all performance goals and the Individual Target Awards for such Plan Year and Foot Locker shall inform each participant of the Committee’s determination with respect to such participant for such Plan Year. Individual Target Awards shall be expressed as a percentage of such participant’s Annual Base Salary. At the time the performance goals are established, the Committee shall prescribe a formula to determine the percentages of the Individual Target Award which may be payable based upon the degree of attainment of the performance goals during the Plan Year.

(c) Notwithstanding anything to the contrary contained in this Plan,

A-2


(1) the performance goals in respect of awards granted to participants who are Covered Employees, shall be based on one or more of the following criteria:

(i) the attainment of certain target levels of, or percentage increase in, pre-tax profit;

(ii) the attainment of certain target levels of, or percentage increase in, division profit;

(iii) the attainment of certain target levels of, or a percentage increase in, after-tax profits of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker);

(iv) the attainment of 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);

(v) the achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, Foot Locker’s bank debt or 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 such cash balances and/or other offsets and adjustments as may be established by the Committee;

(vi) the attainment of 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);

(vii) the attainment of certain target levels of, or a specified percentage increase in, revenues, net income, or earnings before (A) interest, (B) taxes, (C) depreciation and/or (D) amortization, of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker);

(viii) the attainment of certain target levels of, or a specified increase in, return on invested capital or return on investment;

(ix) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on shareholders’ equity of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); and

(x) the attainment of 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), and

(2) in no event shall payment in respect of an award granted for a performance period be made to a participant who is a Covered Employee as of the end of such Plan Year in an amount which exceeds $3 million. Subject to Section 3 of the Plan regarding certain adjustments, in connection with the establishment of the performance goals, the criteria listed above for Foot Locker (or any subsidiary, division or other operational unit of Foot Locker) shall be determined in accordance with generally accepted accounting principles consistently applied by Foot Locker, but before consideration of payments to be made pursuant to this Plan and pursuant to the Foot Locker Long-Term Incentive Compensation Plan.

This excerpt taken from the FL 8-K filed Apr 1, 2008.
           Payment.

           (a)      Payment under this Plan to a participant will be made in cash in an amount equal to the achieved percentage of such participant’s Annual Base Salary as determined by the Committee for each Plan Year. Such percentage shall be based on the participant’s achievement of his or her Individual Target Award. Payment shall be made only if and to the extent the performance goals with respect to the Plan Year are attained.

           (b)      At the beginning of each Plan Year (or, with respect to Covered Employees, within the time period prescribed by Section 162(m) of the Code), the Committee shall establish all performance goals and the Individual Target Awards for such Plan Year and Foot Locker shall inform each participant of the Committee’s determination with respect to such participant for such Plan Year. Individual Target Awards shall be expressed as a percentage of such participant’s Annual Base Salary. At the time the performance goals are established, the Committee shall prescribe a formula to determine the percentages of the Individual Target Award which may be payable based upon the degree of attainment of the performance goals during the Plan Year.

           (c)      Notwithstanding anything to the contrary contained in this Plan,

                (1)      the performance goals in respect of awards granted to participants who are Covered Employees, shall be based on one or more of the following criteria:

  (i)

the attainment of certain target levels of, or percentage increase in, pre-tax profit;

 
  (ii)

the attainment of certain target levels of, or percentage increase in, division profit;

 
  (iii)

the attainment of certain target levels of, or a percentage increase in, after-tax profits of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker);

 
  (iv)

the attainment of 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);

 
  (v)

the achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, Foot Locker’s bank debt or 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 such cash balances and/or other offsets and adjustments as may be established by the Committee;

 

  (vi)

the attainment of 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);

 
  (vii)

the attainment of certain target levels of, or a specified percentage increase in, revenues, net income, or earnings before (A) interest, (B) taxes, (C) depreciation and/or (D) amortization, of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker);

 
  (viii)

the attainment of certain target levels of, or a specified increase in, return on invested capital or return on investment;

 
  (ix)

the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on shareholders’ equity of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); and

 
  (x)

the attainment of 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), and

          (2)      in no event shall payment in respect of an award granted for a performance period be made to a participant who is a Covered Employee as of the end of such Plan Year in an amount which exceeds $3 million. Subject to Section 3 of the Plan regarding certain adjustments, in connection with the establishment of the performance goals, the criteria listed above for Foot Locker (or any subsidiary, division or other operational unit of Foot Locker) shall be determined in accordance with generally accepted accounting principles consistently applied by Foot Locker, but before consideration of payments to be made pursuant to this Plan and pursuant to the Foot Locker Long-Term Incentive Compensation Plan.

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

6. Payment.

     (a) Payment of an Award under the Plan is based on the Company's unfunded obligation to pay. If a Participant incurs a Termination of Employment for Cause, the Participant shall not receive any payments under this Plan. Subject to the preceding sentence and Sections 6(c), 7 and 8 hereof, payment of an Award shall be made as follows:

           (i) Retirement. In the event of the Participant’s Retirement, amounts credited to a Participant's Account shall be paid in twelve (12) quarterly substantially equal installments in arrears on the first day of each calendar quarter commencing as

6


soon as administratively feasible following such Participant’s Retirement. Notwithstanding the foregoing, amounts payable pursuant to this Section 6(a)(i) to a Participant who is a Specified Employee during the first six (6) months following such Participant’s Retirement shall be delayed during the six (6) month period following such Participant’s Retirement and shall commence to be paid on the first day of the calendar quarter which occurs following such six (6) month period and the first such payment shall include any quarterly installment delayed due to the foregoing provision. Amounts payable pursuant to this Section 6(a)(i) after the six (6) month period following a Specified Employee’s Retirement shall be paid as originally scheduled without regard to the six (6) month delay.

     In the event a Participant becomes entitled to the payment of an Award under the Plan upon Retirement on or after August 13, 2007, the Participant shall be entitled to medical and dental insurance benefits substantially the same as those to which senior executives of the Company are entitled under the medical and dental plans of the Company applicable to actively employed senior executives, less any benefits such Participant or his or her covered dependents may receive from Medicare. The Participant shall be responsible for the payment of the insurance premiums applicable to actively employed senior executives, including any subsequent increases in such premiums. The medical and dental insurance coverage provided for herein shall cease in the event the Participant engages in Competition during the one-year period following his Retirement or becomes a participant in a new employer’s medical and dental plan.

     No Participant shall be entitled to the benefits described in the preceding paragraph unless (i) the Participant, the Participant’s spouse and other covered dependents, as applicable, were enrolled at the time of the Participant’s Retirement in the medical and/or dental insurance plan (as applicable) applicable to actively employed senior executives, and (ii) the Participant, the Participant’s spouse and other covered dependents, as applicable, are, as soon as eligible, enrolled in Medicare, including Part B.

           (ii) Change in Control. In the event that the Plan is terminated upon a Change in Control as contemplated under Section 18(b)(1) hereof, amounts credited as of the date of termination of the Plan to the Accounts of all Participants, whether or not in pay status, shall be made in a lump sum in accordance with Section 18(b) hereof and the requirements of Section 409A. For purposes of this section, the Participants’ Accounts shall include the Individual Target Award for the year in which the Plan termination occurs based on Company performance at target, prorated to the Plan termination date.

           (iii) Other Plan Terminations. In the event that the Plan is terminated for the reasons set forth in Section 18(b)(ii), (iii) or (iv) hereof, payment shall be made in a lump sum to the Participants in accordance with Section 18(b) hereof and the requirements of Section 409A.

     (b) A Participant shall only be entitled to receive the remainder of any installment payments payable on his or her behalf, if the Participant does not engage in Competition during employment or during the one (1) year period following his or her

7


Retirement and does not violate his or her obligation with regard to Confidentiality at any time. The remainder of a Participant's installment payments shall be immediately forfeited in the event of the Participant's Competition during employment or during the one (1) year period following his or her Retirement or violation of his or her obligation with regard to Confidentiality at any time.

          (c) Solely with respect to 2005, the Committee, in its sole discretion, may select one (or more) Participants who have attained at least age 55 and whose Termination of Employment occurs during 2005 to be eligible to receive payment. All distributions shall be made solely during 2005 and shall be subject to such terms and conditions as the Committee may specify consistent with the requirements of the Plan, Section 409A and Internal Revenue Service Notice 2005-1 (as permitted by proposed Treasury regulations issued under Section 409A). The Committee shall be permitted to adopt such rules and regulations as it may, in its discretion, deem necessary or desirable to administer the provisions of this Section 6(c). A Participant who terminates participation in this Plan pursuant to this Section 6(c) shall not be permitted to recommence participation in this Plan.

This excerpt taken from the FL 8-K filed Jun 5, 2007.
Payment.   A freestanding SAR shall entitle the holder thereof, upon exercise of the freestanding SAR or any portion thereof, to receive payment of an amount computed pursuant to paragraph (5) below.

                    (5)          

This excerpt taken from the FL DEF 14A filed Apr 10, 2006.
Payment. In general, payment for such awards shall be made only if and to the extent performance goals for the Performance Period are attained and only if the participant remains employed by the Company throughout the Performance Period. Payment to a participant for each Performance Period will be made in cash or shares of Common Stock. If payment is made in shares of stock, the number of shares of Common Stock is determined by dividing the achieved percentage of a participant's Annual Base Salary by the Fair Market Value of the Common Stock on the date of payment. “Fair Market

36


Value” of the Common Stock on the date of payment, as defined in the Long-Term Plan, is the average of the daily closing prices of a share of the Company's Common Stock in the 60-day period immediately preceding the payment date.

      Payment for a Performance Period to a Covered Employee cannot be in an amount that exceeds the lesser of (i) 300% of that employee's Annual Base Salary or (ii) $5,000,000. Awards of Common Stock made pursuant to the Long-Term Plan are Other Stock-Based Awards, and are issued under, and subject to, the provisions of the Company's Stock Option and Award Plans.

      

This excerpt taken from the FL 8-K filed Feb 18, 2005.
Payment. Shares of Stock purchased pursuant to the exercise of the Option shall be paid for at the time of exercise as follows: (i) in cash, including a cashless exercise through a broker, (ii) by payment in full or part in the form of shares of Stock owned by the Participant for a period of at least six months (or such other period

 



 

necessary to avoid a charge against the Company's earnings), provided that such shares are held free and clear of any liens and encumbrances, based on the Fair Market Value on the exercise date; or (iii) on such other terms and conditions as may be acceptable to the Board of Directors.

 

(c)       

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