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As Of Filer Filing For·On·As Docs:Size 3/30/21 Caleres Inc. 10-K 1/30/21 119:20M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.74M
2: EX-10.4E Material Contract HTML 53K
3: EX-10.4J Material Contract HTML 48K
4: EX-21 Subsidiaries List HTML 38K
5: EX-23 Consent of Expert or Counsel HTML 36K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
15: R1 Document And Entity Information HTML 92K
16: R2 Consolidated Balance Sheets HTML 150K
17: R3 Consolidated Balance Sheets (Parentheticals) HTML 50K
18: R4 Consolidated Statements of Earnings (Loss) HTML 98K
19: R5 Consolidated Statements of Comprehensive Income HTML 65K
(Loss)
20: R6 Consolidated Statements of Cash Flows HTML 141K
21: R7 Consolidated Statements of Shareholders' Equity HTML 110K
22: R8 Consolidated Statements of Shareholders' Equity HTML 38K
(Parentheticals)
23: R9 Summary of Significant Accounting Policies HTML 101K
24: R10 Acquisitions HTML 37K
25: R11 Revenues HTML 194K
26: R12 Earnings (Loss) Per Share HTML 75K
27: R13 Restructuring and Other Initiatives HTML 43K
28: R14 Retirement and Other Benefit Plans HTML 443K
29: R15 Income Taxes HTML 160K
30: R16 Business Segment Information HTML 179K
31: R17 Inventories HTML 42K
32: R18 Property and Equipment HTML 58K
33: R19 Goodwill and Intangible Assets HTML 109K
34: R20 Long-Term and Short-Term Financing Arrangements HTML 41K
35: R21 Leases HTML 84K
36: R22 Risk Management and Derivatives HTML 93K
37: R23 Fair Value Measurements HTML 142K
38: R24 Shareholders' Equity HTML 124K
39: R25 Share-Based Compensation HTML 201K
40: R26 Commitments and Contingencies HTML 40K
41: R27 Schedule Ii - Valuation and Qualifying Accounts HTML 138K
42: R28 Summary of Significant Accounting Policies HTML 168K
(Policies)
43: R29 Summary of Significant Accounting Policies HTML 38K
(Tables)
44: R30 Revenues (Tables) HTML 187K
45: R31 Earnings (Loss) Per Share (Tables) HTML 72K
46: R32 Retirement and Other Benefit Plans (Tables) HTML 436K
47: R33 Income Taxes (Tables) HTML 155K
48: R34 Business Segment Information (Tables) HTML 177K
49: R35 Inventories (Tables) HTML 42K
50: R36 Property and Equipment (Tables) HTML 55K
51: R37 Goodwill and Intangible Assets (Tables) HTML 107K
52: R38 Leases (Tables) HTML 84K
53: R39 Risk Management and Derivatives (Tables) HTML 92K
54: R40 Fair Value Measurements (Tables) HTML 129K
55: R41 Shareholders' Equity (Tables) HTML 121K
56: R42 Share-Based Compensation (Tables) HTML 203K
57: R43 Summary of Significant Accounting Policies HTML 231K
(Details)
58: R44 Summary of Significant Accounting Policies - HTML 41K
Allowance for Expected Credit Losses (Details)
59: R45 Acquisitions (Details) HTML 83K
60: R46 Revenues (Details) HTML 36K
61: R47 Revenues - Disaggregation of Revenue (Details) HTML 105K
62: R48 REVENUES - Contract Balances (Details) HTML 38K
63: R49 Earnings (Loss) Per Share (Details) HTML 47K
64: R50 Earnings (LOSS) PER SHARE - Schedule of Basic and HTML 73K
Diluted Earnings Per Common Share (Details)
65: R51 Restructuring and Other Initiatives (Details) HTML 196K
66: R52 Retirement and Other Benefit Plans (Details) HTML 139K
67: R53 Retirement and Other Benefit Plans - Changes in HTML 64K
Benefit Obligations (Details)
68: R54 RETIREMENT AND OTHER BENEFIT PLANS - HTML 47K
Weighted-average Assumptions Used (Details)
69: R55 RETIREMENT AND OTHER BENEFIT PLANS - Pension Plan HTML 80K
Assets (Details)
70: R56 RETIREMENT AND OTHER BENEFIT PLANS - Changes in HTML 56K
Fair Value of Plan Assets (Details)
71: R57 RETIREMENT AND OTHER BENEFIT PLANS - Amounts HTML 49K
Recognized in the Consolidated Balance Sheets
(Details)
72: R58 RETIREMENT AND OTHER BENEFIT PLANS - Projected and HTML 42K
Accumulated Benefit Obligation in Excess of Plan
Assets (Details)
73: R59 RETIREMENT AND OTHER BENEFIT PLANS - Amounts in HTML 43K
Accumulated Other Comprehensive Loss and Expected
Amortization (Details)
74: R60 RETIREMENT AND OTHER BENEFIT PLANS - Net Periodic HTML 62K
Benefit Income (Details)
75: R61 RETIREMENT AND OTHER BENEFIT PLANS - Expected Cash HTML 64K
Flows (Details)
76: R62 Income Taxes (Details) HTML 86K
77: R63 Income Taxes - Components of Income Tax (Benefit) HTML 58K
Provision on (Loss) Earnings (Details)
78: R64 INCOME TAXES - Differences Between the Income Tax HTML 62K
(Benefit) Provision and Federal Statutory Income
Tax Rate Calculation (Details)
79: R65 INCOME TAXES - Deferred Income Tax Assets and HTML 83K
Liabilities (Details)
80: R66 Business Segment Information (Details) HTML 70K
81: R67 Business Segment Information - Key Financial HTML 66K
Measures (Details)
82: R68 BUSINESS SEGMENT INFORMATION - Reconciliation of HTML 44K
Operating Earnings Before Income Taxes (Details)
83: R69 Inventories (Details) HTML 32K
84: R70 Inventories - Schedule of Inventories (Details) HTML 40K
85: R71 Property and Equipment (Details) HTML 42K
86: R72 Property and Equipment - Property and Equipment HTML 67K
(Details)
87: R73 Goodwill and Intangible Assets (Details) HTML 91K
88: R74 Goodwill and Intangible Assets - Schedule of HTML 46K
Goodwill and Intangible Assets (Details)
89: R75 GOODWILL AND INTANGIBLE ASSETS - Finite and HTML 90K
Infinite-Lived Intangible Assets (Details)
90: R76 Long-Term and Short-Term Financing Arrangements HTML 85K
(Details)
91: R77 Leases (Details) HTML 70K
92: R78 Leases - Weighted-average Lease Term and Discount HTML 35K
Rate (Details)
93: R79 LEASES - Components of Lease Expense (Details) HTML 43K
94: R80 LEASES - Future Minimum Rent Payments (Details) HTML 49K
95: R81 LEASES - Supplemental Cash Flow Information HTML 35K
(Details)
96: R82 LEASES - Summary of Rent Expense for Operating HTML 41K
Lease (Details)
97: R83 RISK MANAGEMENT AND DERIVATIVES - Net Notional HTML 42K
Amount of All Purchase and Sale Contracts of a
Foreign Currency (Details)
98: R84 RISK MANAGEMENT AND DERIVATIVES - Schedule of Fair HTML 41K
Values of Derivative Instruments Designated as
Hedging Instruments (Details)
99: R85 RISK MANAGEMENT AND DERIVATIVES - Effect of HTML 45K
Derivative Instruments in Cash Flow Hedging
Relationships (Details)
100: R86 Fair Value Measurements (Details) HTML 61K
101: R87 Fair Value Measurements - Assets and Liabilities HTML 61K
Measured on a Recurring Basis (Details)
102: R88 FAIR VALUE MEASUREMENTS - Impairment Charges HTML 41K
(Details)
103: R89 FAIR VALUE MEASUREMENTS - Fair Value of Financial HTML 41K
Instruments (Details)
104: R90 Shareholders' Equity (Details) HTML 53K
105: R91 Shareholders' Equity - Accumulated Other HTML 70K
Comprehensive Loss (Details)
106: R92 Share-Based Compensation (Details) HTML 118K
107: R93 Share-Based Compensation - Share-based HTML 42K
Compensation Expense (Details)
108: R94 SHARE-BASED COMPENSATION - Restricted Stock HTML 57K
Activity (Details)
109: R95 SHARE-BASED COMPENSATION - Performance Shares HTML 63K
Award Activity (Details)
110: R96 SHARE-BASED COMPENSATION - Stock Option Activity HTML 50K
(Details)
111: R97 SHARE-BASED COMPENSATION - Restricted Stock Unit HTML 72K
Activity (Details)
112: R98 SHARE-BASED COMPENSATION - RSU Granted, Vested and HTML 39K
Settled (Details)
113: R99 SHARE-BASED COMPENSATION - RSU Compensation HTML 36K
Expense and the Related Income Tax Benefit
(Details)
114: R100 Commitments and Contingencies (Details) HTML 63K
115: R101 Schedule Ii - Valuation and Qualifying Accounts HTML 54K
(Details)
117: XML IDEA XML File -- Filing Summary XML 221K
14: XML XBRL Instance -- cal-20210130x10k_htm XML 6.13M
116: EXCEL IDEA Workbook of Financial Reports XLSX 189K
10: EX-101.CAL XBRL Calculations -- cal-20210130_cal XML 269K
11: EX-101.DEF XBRL Definitions -- cal-20210130_def XML 1.24M
12: EX-101.LAB XBRL Labels -- cal-20210130_lab XML 2.35M
13: EX-101.PRE XBRL Presentations -- cal-20210130_pre XML 1.88M
9: EX-101.SCH XBRL Schema -- cal-20210130 XSD 296K
118: JSON XBRL Instance as JSON Data -- MetaLinks 644± 969K
119: ZIP XBRL Zipped Folder -- 0000014707-21-000010-xbrl Zip 578K
Exhibit 10.4j
RESTRICTED STOCK AWARD AGREEMENT - Employee
CALERES, INC.
INCENTIVE AND STOCK COMPENSATION PLAN OF 2017
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 2017 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of August 31, 2017), 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:March 18, 2021
Number of Restricted Shares: _____ Shares of Caleres, Inc. Common Stock, subject to certain restrictions.
Vesting Schedule (Lapse of Restrictions): 3 year graded: 50% after 2 years and 50% after 3 years
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the date written below.
CALERES, INC.
By:
___________________
Director, Total Rewards
Date: March 18, 2021
Accepted: _____________________________________________________________________
Participant
Date: _____________________________________
RESTRICTED STOCK AWARD
General Terms and Conditions (as of August 31, 2017)
Incentive and Stock Compensation Plan of 2017
| 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 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, or at such other rate as will not result in adverse accounting treatment, as determined by the Board in its sole discretion. 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. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/30/21 | |||
| 3/18/21 | 4 | |||
| For Period end: | 1/30/21 | |||
| 8/31/17 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/02/24 Caleres Inc. 10-K 2/03/24 114:18M 3/28/23 Caleres Inc. 10-K 1/28/23 112:19M 3/28/22 Caleres Inc. 10-K 1/29/22 111:19M |