SEC Info - Caleres Inc - ‘10-K’ for 1/30/16

SEC Info℠

Home

My Interests

Help

Please Sign In

Database maintenance is being performed. If something doesn’t work, please try again soon.

Caleres Inc – ‘10-K’ for 1/30/16 – ‘EX-10.2F’

On: Tuesday, 3/29/16, at 5:02pm ET · For: 1/30/16 · Accession #: 14707-16-90 · File #: 1-02191

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/29/16  Caleres Inc                       10-K        1/30/16  130:23M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.64M 
 2: EX-10.2E    Material Contract                                   HTML     57K 
 3: EX-10.2F    Material Contract                                   HTML     57K 
 4: EX-10.3B5   Material Contract                                   HTML     64K 
 5: EX-10.4A    Material Contract                                   HTML     55K 
 6: EX-21       Subsidiaries List                                   HTML     47K 
 7: EX-23       Consent of Experts or Counsel                       HTML     44K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     48K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     48K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     42K 
17: R1          Document And Entity Information                     HTML     67K 
18: R2          Consolidated Balance Sheets                         HTML    131K 
19: R3          Consolidated Balance Sheets Consolidated Balance    HTML     61K 
                Sheet (Parenthetical)                                            
20: R4          Consolidated Statements Of Earnings                 HTML    133K 
21: R5          Consolidated Statements Of Earnings                 HTML     47K 
                (Parenthetical)                                                  
22: R6          Consolidated Statement Of Comprehensive Income      HTML     69K 
23: R7          Consolidated Statements Of Cash Flows               HTML    161K 
24: R8          Consolidated Statement of Stockholders Equity       HTML    102K 
                Statement                                                        
25: R9          Consolidated Statement of Stockholders Equity       HTML     47K 
                (Parenthetical)                                                  
26: R10         Summary Of Significant Accounting Policies          HTML    126K 
27: R11         Discontinued Operations                             HTML     75K 
28: R12         Earnings Per Share                                  HTML    103K 
29: R13         Restructuring And Other Initiatives                 HTML    113K 
30: R14         Retirement And Other Benefit Plans                  HTML    367K 
31: R15         Income Taxes                                        HTML    168K 
32: R16         Business Segment Information                        HTML    160K 
33: R17         Property and Equipment                              HTML     67K 
34: R18         Goodwill And Intangible Assets                      HTML     71K 
35: R19         Long-Term And Short-Term Financing Arrangements     HTML     69K 
36: R20         Leases                                              HTML     69K 
37: R21         Risk Management And Derivatives                     HTML    106K 
38: R22         Fair Value Measurements                             HTML    151K 
39: R23         Shareholders' Equity                                HTML    121K 
40: R24         Share-Based Compensation                            HTML    269K 
41: R25         Related Party Transactions                          HTML     45K 
42: R26         Commitments And Contingencies                       HTML     55K 
43: R27         Financial Information For The Company And Its       HTML    834K 
                Subsidiaries                                                     
44: R28         Quarterly Financial Data (Notes)                    HTML    116K 
45: R29         Summary Of Significant Accounting Policies          HTML    207K 
                (Policy)                                                         
46: R30         Discontinued Operations (Tables)                    HTML     50K 
47: R31         Earnings Per Share (Tables)                         HTML    100K 
48: R32         Restructuring And Other Initiatives (Tables)        HTML    107K 
49: R33         Retirement And Other Benefit Plans (Tables)         HTML    352K 
50: R34         Income Taxes (Tables)                               HTML    160K 
51: R35         Business Segment Information (Tables)               HTML    154K 
52: R36         Property and Equipment (Tables)                     HTML     63K 
53: R37         Goodwill And Intangible Assets (Tables)             HTML     59K 
54: R38         Long-Term And Short-Term Financing Arrangements     HTML     45K 
                (Tables)                                                         
55: R39         Leases (Tables)                                     HTML     67K 
56: R40         Risk Management And Derivatives (Tables)            HTML     94K 
57: R41         Fair Value Measurements (Tables)                    HTML    120K 
58: R42         Shareholders' Equity (Tables)                       HTML    108K 
59: R43         Share-Based Compensation (Tables)                   HTML    259K 
60: R44         Financial Information For The Company And Its       HTML    837K 
                Subsidiaries (Tables)                                            
61: R45         Valuation of Qualifying Accounts (Tables)           HTML    128K 
62: R46         Quarterly Financial Data (Tables)                   HTML    116K 
63: R47         Summary Of Significant Accounting Policies          HTML    136K 
                (Details)                                                        
64: R48         Discontinued Operations (Narrative) (Details)       HTML    132K 
65: R49         Discontinued Operations (Schedule Of Loss From      HTML     66K 
                Discontinued Operations, Net Of Tax) (Details)                   
66: R50         Earnings (Loss) Per Share (Details)                 HTML    114K 
67: R51         Restructuring And Other Initiatives (Narrative)     HTML     90K 
                (Details)                                                        
68: R52         Restructuring And Other Initiatives (Schedule of    HTML     65K 
                Portfolio Realignment Expense For Continuing And                 
                Discontinued Operations) (Details)                               
69: R53         Restructuring And Other Initiatives (Schedule of    HTML     68K 
                Summary Of The Charges And Settlements By Category               
                Of Costs) (Details)                                              
70: R54         Retirement And Other Benefit Plans Retirement and   HTML    147K 
                Other Benefit Plans (Narrative) (Details)                        
71: R55         Retirement And Other Benefit Plans Retirement and   HTML     74K 
                Other Benefit Plans (Schedule of Changes in                      
                Benefit Obligation) (Details)                                    
72: R56         Retirement And Other Benefit Plans Retirement and   HTML     48K 
                Other Benefit Plans (Schedule of Assumptions Used                
                to Determine Benefit Obligation) (Details)                       
73: R57         Retirement And Other Benefit Plans Retirement and   HTML    108K 
                Other Benefit Plans (Schedule of Fair Value                      
                Allocation of Plan Assets) (Details)                             
74: R58         Retirement And Other Benefit Plans Retirement and   HTML     63K 
                Other Benefit Plans (Schedule of Changes in Fair                 
                Value of Plan Assets) (Details)                                  
75: R59         Retirement And Other Benefit Plans Retirement and   HTML     58K 
                Other Benefit Plans (Schedule of Amounts                         
                Recognized in Consolidated Balance Sheet)                        
                (Details)                                                        
76: R60         Retirement And Other Benefit Plans Retirement and   HTML     57K 
                Other Benefit Plans (Schedule of Projected and                   
                Accumulated Benefit Obligation in Excess of Fair                 
                Value) (Details)                                                 
77: R61         Retirement And Other Benefit Plans Retirement and   HTML     53K 
                Other Benefit Plans (Schedule of Components of                   
                Accumulated Other Comprehensive Income, Net of                   
                Tax) (Details)                                                   
78: R62         Retirement And Other Benefit Plans Retirement and   HTML     50K 
                Other Benefit Plans (Schedule of Expected                        
                Amortization of Components of AOCI) (Details)                    
79: R63         Retirement And Other Benefit Plans Retirement and   HTML     66K 
                Other Benefit Plans (Schedule of Net Periodic                    
                Benefit (Income) Cost) (Details)                                 
80: R64         Retirement And Other Benefit Plans Retirement and   HTML     52K 
                Other Benefit Plans (Schedule of Assumptions to                  
                Determine Net Periodic Benefit (Income) Cost)                    
                (Details)                                                        
81: R65         Retirement And Other Benefit Plans Retirement and   HTML     70K 
                Other Benefit Plans (Schdeule of Information on                  
                Expected Cash Flows) (Details)                                   
82: R66         Income Taxes (Narrative) (Details)                  HTML     82K 
83: R67         Income Taxes (Schedule of The Components of Income  HTML     65K 
                Tax Provision on Earnings from Continuing                        
                Operations) (Details)                                            
84: R68         Income Taxes (Schedule of The Differences Between   HTML     66K 
                the Tax Provision Reflected in the Consolidated                  
                Financial Statements and the Amounts Calculated at               
                the Federal Statutory Income Tax Rate Of 35%)                    
                (Details)                                                        
85: R69         Income Taxes (Schedule of Significant Components    HTML     99K 
                of Deferred Income Tax Assets and Liabilities)                   
                (Details)                                                        
86: R70         Income Taxes (Summary of a Reconciliation of the    HTML     49K 
                Beginning and Ending Amount of Unrecognized Tax                  
                Benefits) (Details)                                              
87: R71         Business Segment Information (Schedule of Business  HTML     98K 
                Segment Information) (Details)                                   
88: R72         Business Segment Information (Schedule of           HTML     53K 
                Reconciliation of Operating Earnings Before Income               
                Taxes from Continuing Operations) (Details)                      
89: R73         Business Segment Information (Schedule of Net       HTML     63K 
                Sales and Long-Lived Assets by Geographic Area)                  
                (Details)                                                        
90: R74         Property and Equipment (Narrative) (Details)        HTML     44K 
91: R75         Property and Equipment (Schedule of Property and    HTML     61K 
                Equipment) (Details)                                             
92: R76         Property and Equipment (Schedule of Useful Lives    HTML     58K 
                of Property and Equipment) (Details)                             
93: R77         Goodwill And Intangible Assets (Narrative)          HTML     73K 
                (Details)                                                        
94: R78         Goodwill And Intangible Assets (Schedule Of         HTML     55K 
                Goodwill And Intangible Assets) (Details)                        
95: R79         Long-Term And Short-Term Financing Arrangements     HTML    114K 
                (Narrative) (Details)                                            
96: R80         Leases (Details)                                    HTML     52K 
97: R81         Leases (Schedule of Summary of Rent Expense for     HTML     51K 
                Operating Leases) (Details)                                      
98: R82         Leases (Schedule of Future Minimum Payments under   HTML     58K 
                Noncancelable Operating Leases with an Initial                   
                Term of One Year or More) (Details)                              
99: R83         Risk Management And Derivatives (Narrative)         HTML     45K 
                (Details)                                                        
100: R84         Risk Management And Derivatives Risk Management     HTML     56K  
                And Derivatives (Schedule of all Purchase and Sale               
                Contracts of a Foreign Currency) (Details)                       
101: R85         Risk Management And Derivatives (Schedule of Fair   HTML     50K  
                Values of Derivative Instruments Designated as                   
                Hedging Instruments Included Within The Condensed                
                Consolidated Balance Sheet) (Details)                            
102: R86         Risk Management And Derivatives (Schedule Of        HTML     54K  
                Effect Of Derivative Instruments In Cash Flow                    
                Hedging Relationships On The Condensed                           
                Consolidated Statements Of Earnings) (Details)                   
103: R87         Fair Value Measurements (Narrative) (Details)       HTML     81K  
104: R88         Fair Value Measurements (Schedule Of Assets And     HTML     94K  
                Liabilities Measured At Fair Value On Recurring                  
                Basis) (Details)                                                 
105: R89         Fair Value Measurements (Schedule Of Fair Value Of  HTML     43K  
                Financial Instruments) (Details)                                 
106: R90         Shareholders' Equity (Narrative) (Details)          HTML     50K  
107: R91         Shareholders' Equity (Schedule Of Accumulated       HTML     73K  
                Other Comprehensive Income (Loss)) (Details)                     
108: R92         Share-Based Compensation (Narrative) (Details)      HTML    116K  
109: R93         Share-Based Compensation (Schedule of Share-based   HTML     54K  
                Compensation by Plan) (Details)                                  
110: R94         Share-Based Compensation (Schedule of Restricted    HTML     63K  
                Stock Activity) (Details)                                        
111: R95         Share-Based Compensation (Schedule of Performance   HTML     68K  
                Share Activity) (Details)                                        
112: R96         Share-Based Compensation (Schedule of Fair Value    HTML     51K  
                Assumptions Used) (Details)                                      
113: R97         Share-Based Compensation (Schedule of Stock         HTML     78K  
                options Outstanding and Exercisable) (Details)                   
114: R98         Share-Based Compensation (Schedule of Stock Option  HTML     71K  
                Activity) (Details)                                              
115: R99         Share-Based Compensation (Schedule of Nonvested     HTML     57K  
                Stock Option Activity) (Details)                                 
116: R100        Share-Based Compensation (Schedule of Restricted    HTML     81K  
                Stock Unit Activity) (Details)                                   
117: R101        Share-Based Compensation (Schedule of Information   HTML     49K  
                about Restricted Stock Units Granted, Vested and                 
                Settled) (Details)                                               
118: R102        Share-Based Compensation (Schedule of Restricted    HTML     51K  
                Stock Units Compensation Expense) (Details)                      
119: R103        Related Party Transactions (Details)                HTML     50K  
120: R104        Commitments And Contingencies (Details)             HTML     94K  
121: R105        Financial Information For The Company And Its       HTML     41K  
                Subsidiaries (Narrative) (Details)                               
122: R106        Financial Information For The Company And Its       HTML    148K  
                Subsidiaries (Schedule Of Condensed Consolidating                
                Balance Sheet) (Details)                                         
123: R107        Financial Information For The Company And Its       HTML    178K  
                Subsidiaries (Schedule of Condensed Consolidating                
                Statement of Earnings) (Details)                                 
124: R108        Financial Information For The Company And Its       HTML    112K  
                Subsidiaries (Schedule Of Condensed Consolidating                
                Statement Of Comprehensive Income (Loss))                        
                (Details)                                                        
125: R109        Financial Information For The Company And Its       HTML    129K  
                Subsidiaries (Schedule Of Condensed Consolidating                
                Statement Of Cash Flows) (Details)                               
126: R110        Valuation of Qualifying Accounts (Details)          HTML     63K  
127: R111        Quarterly Financial Data (Details)                  HTML     70K  
129: XML         IDEA XML File -- Filing Summary                      XML    254K  
128: EXCEL       IDEA Workbook of Financial Reports                  XLSX    183K  
11: EX-101.INS  XBRL Instance -- cal-20150130                        XML   7.94M 
13: EX-101.CAL  XBRL Calculations -- cal-20150130_cal                XML    385K 
14: EX-101.DEF  XBRL Definitions -- cal-20150130_def                 XML   1.42M 
15: EX-101.LAB  XBRL Labels -- cal-20150130_lab                      XML   2.95M 
16: EX-101.PRE  XBRL Presentations -- cal-20150130_pre               XML   1.96M 
12: EX-101.SCH  XBRL Schema -- cal-20150130                          XSD    305K 
130: ZIP         XBRL Zipped Folder -- 0000014707-16-000090-xbrl      Zip    543K

‘EX-10.2F’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.2f

RESTRICTED STOCK AWARD AGREEMENT - Employee

CALERES, INC.

INCENTIVE AND STOCK COMPENSATION PLAN OF 2011

Caleres, Inc., a New York corporation (the “Company”), grants to the participant identified below an award of Restricted Shares, which shall be shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2011 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of March 3, 2016), including restrictions applicable to the Restricted Shares, all of which constitute part of this Agreement (the “Restricted Stock Award”), as follows:

Participant:

Award Grant Date: 3/17/2016

Number of Restricted Shares: Shares of Caleres, Inc. Common Stock, subject to certain restrictions.

Vesting Schedule (Lapse of Restrictions): 3/17/2020 (4th anniversary of the Grant Date)

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the date written below.



			CALERES, INC.

			By:


			*Becky Helvey*
			Manager, Compensation

			Date: 3/17/16



Accepted: ____________________
Participant Signature

Date: ________________________

RESTRICTED STOCK AWARD

General Terms and Conditions (as of March 3, 2016)

Incentive and Stock Compensation Plan of 2011

1. Restrictions

The Restricted Shares are restricted as to disposition and may not be pledged; and are subject to forfeiture unless certain conditions are met. The Company’s transfer agent has been advised that the Restricted Shares cannot be sold, transferred, re-registered or disposed of until the restrictions on the shares lapse. Restricted Shares shall vest, and the restrictions shall no longer apply, as to the number or percentage of Restricted Shares and on the dates specified above as the “Vesting Schedule.” A further restriction on the Restricted Shares is that you shall only be entitled to receive Shares free of restrictions if, at the time of the lapse of such restrictions, you are then in the employ of the Company and shall have been continuously so employed since the date of grant of the Restricted Shares. If you do not meet these conditions at any time, such Shares shall be forfeited.

2. Voting Rights and Dividend Rights

You will be entitled to full voting rights and dividend rights for all Restricted Shares, beginning with the date of grant, regardless of restriction periods. Dividends may be paid directly to you or may be credited to your dividend re-investment plan account. Dividend rights and voting rights will be cancelled in the event the Restricted Shares are forfeited.

3. Book Entry for Restricted Shares. You will not receive a certificate for the Restricted Shares; instead, the Restricted Shares will be credited as a book entry to an account in your name with the Company’s transfer agent. At such time as the restrictions lapse, those Shares that are no longer subject to restrictions shall be transferred to a non-restricted account in your name with the transfer agent or as otherwise directed by you and agreed by the Company.

4. Death, Disability or Retirement. In the event of termination of employment due to death, permanent Disability, or retirement (including but not limited to any early retirement) if approved by the Compensation Committee, all Restricted Shares shall vest immediately and be free of restrictions.

5. Change in Control. Subject to Article 13 of the Plan, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchange, the Restricted Shares still subject to restrictions under this Agreement shall automatically vest and all restrictions shall lapse as of the vest and all restrictions shall lapse upon the occurrence of a Change in Control.

6. Adjustment Upon Changes in Capitalization. In accordance with Section 4.2 of the Plan, in the event that there is a change in the Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations, reorganizations, combinations or exchanges of shares, then the Restricted Shares shall be adjusted in the same manner as other shares of Common Stock are adjusted.

7. Tax Withholding. The Board shall have the power and the right to deduct or withhold, cash or shares, or require the Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Award.

8. Share Withholding. With respect to withholding upon the lapse of restrictions on the Restricted Shares, or upon any other taxable event arising as a result of this grant of Restricted Shares, the Participant may elect, subject to the approval of the Board, to satisfy the tax withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Board, in its sole discretion, deems appropriate. Notwithstanding the foregoing, in the event that the Participant has the opportunity to make an election but does not submit to the Company a properly completed election form at least five (5) business days prior to the date of Lapse of Restrictions; or the Participant does not tender cash consideration as elected or required, then Section 7 of these Terms and Conditions may be applied.

9. Nontransferability. This Agreement and the Restricted Shares granted hereunder, until such time as the restrictions on the Shares have lapsed, may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

10. Administration and Interpretation. This Award Agreement and the rights of the Participant hereunder are subject to all terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Board may adopt for administration of the Plan. It is expressly understood that the Board is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant. The Board may delegate to the Compensation Committee all determinations with respect to the Plan and this Award Agreement. All capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Award Agreement.

11. Miscellaneous


(a)	This Award Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Award Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.


(b)	The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Award Agreement without the Participant’s written consent.


(c)	This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(d)

To the extent not preempted by Federal law, this Award Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply. Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	3/29/16
	3/3/16	4
For Period end:	1/30/16	4
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/22  Caleres Inc.                      10-K        1/29/22  111:19M
 3/30/21  Caleres Inc.                      10-K        1/30/21  119:20M

↑Top

Filing Submission 0000014707-16-000090 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)