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Caleres Inc – ‘10-K’ for 1/28/17 – ‘EX-10.3B(5)’

On: Tuesday, 3/28/17, at 5:19pm ET · For: 1/28/17 · Accession #: 14707-17-10 · File #: 1-02191

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

 3/28/17  Caleres Inc                       10-K        1/28/17  129:23M

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   1.63M 
 2: EX-10.2G    Material Contract -- exhibit102g                    HTML     54K 
 3: EX-10.3B(5)  Material Contract -- exhibit103b5                  HTML     61K 
 4: EX-21       Subsidiaries List                                   HTML     49K 
 5: EX-23       Consent of Experts or Counsel                       HTML     44K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     48K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     48K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     43K 
15: R1          Document and Entity Information                     HTML     67K 
16: R2          Consolidated Balance Sheets                         HTML    139K 
17: R3          Consolidated Balance Sheets Consolidated Balance    HTML     60K 
                Sheet (Parenthetical)                                            
18: R4          Consolidated Statements of Earnings                 HTML     99K 
19: R5          Consolidated Statement of Comprehensive Income      HTML     73K 
20: R6          Consolidated Statements of Cash Flows               HTML    167K 
21: R7          Consolidated Statement of Shareholders' Equity      HTML    104K 
                Consolidated Statement of Shareholders' Equity                   
22: R8          Consolidated Statement of Shareholders' Equity      HTML     47K 
                (Parenthetical)                                                  
23: R9          Summary of Significant Accounting Policies          HTML    125K 
24: R10         Acquisition Acquisition                             HTML     78K 
25: R11         Earnings Per Share                                  HTML     82K 
26: R12         Restructuring and Other Initiatives                 HTML     53K 
27: R13         Retirement and Other Benefit Plans                  HTML    392K 
28: R14         Income Taxes                                        HTML    174K 
29: R15         Business Segment Information                        HTML    154K 
30: R16         Property and Equipment                              HTML     67K 
31: R17         Goodwill and Intangible Assets                      HTML    101K 
32: R18         Long-Term and Short-Term Financing Arrangements     HTML     70K 
33: R19         Leases                                              HTML     70K 
34: R20         Risk Management and Derivatives                     HTML    106K 
35: R21         Fair Value Measurements                             HTML    162K 
36: R22         Shareholders' Equity                                HTML    123K 
37: R23         Share-Based Compensation                            HTML    266K 
38: R24         Related Party Transactions                          HTML     46K 
39: R25         Commitments and Contingencies                       HTML     54K 
40: R26         Financial Information for the Company and its       HTML    813K 
                Subsidiaries                                                     
41: R27         Quarterly Financial Data                            HTML    117K 
42: R28         Valuation and Qualifying Accounts                   HTML    122K 
43: R29         Summary of Significant Accounting Policies          HTML    206K 
                (Policy)                                                         
44: R30         Acquisition Acqusition (Tables)                     HTML     63K 
45: R31         Earnings Per Share (Tables)                         HTML     77K 
46: R32         Retirement and Other Benefit Plans (Tables)         HTML    376K 
47: R33         Income Taxes (Tables)                               HTML    166K 
48: R34         Business Segment Information (Tables)               HTML    148K 
49: R35         Property and Equipment (Tables)                     HTML     63K 
50: R36         Goodwill and Intangible Assets (Tables)             HTML    130K 
51: R37         Long-Term and Short-Term Financing Arrangements     HTML     45K 
                (Tables)                                                         
52: R38         Leases (Tables)                                     HTML     67K 
53: R39         Risk Management and Derivatives (Tables)            HTML     94K 
54: R40         Fair Value Measurements (Tables)                    HTML    142K 
55: R41         Shareholders' Equity (Tables)                       HTML    111K 
56: R42         Share-Based Compensation (Tables)                   HTML    255K 
57: R43         Financial Information for the Company and its       HTML    817K 
                Subsidiaries (Tables)                                            
58: R44         Quarterly Financial Data (Tables)                   HTML    117K 
59: R45         Summary of Significant Accounting Policies          HTML    135K 
                (Narrative) (Details)                                            
60: R46         Acquisition Acquisiton (Narrative) (Details)        HTML     85K 
61: R47         Acquisition Acqusition (Schedule of Allocation of   HTML     84K 
                Purchase Price) (Details)                                        
62: R48         Earnings Per Share (Narrative) (Details)            HTML     51K 
63: R49         Earnings Per Share Earnings Per Share (Schedule of  HTML     76K 
                Earnings Per Share, Basic and Diluted) (Details)                 
64: R50         Restructuring and Other Initiatives (Narrative)     HTML     99K 
                (Details)                                                        
65: R51         Retirement and Other Benefit Plans Retirement and   HTML    142K 
                Other Benefit Plans (Narrative) (Details)                        
66: R52         Retirement and Other Benefit Plans Retirement and   HTML     78K 
                Other Benefit Plans (Schedule of Changes in                      
                Benefit Obligation) (Details)                                    
67: R53         Retirement and Other Benefit Plans Retirement and   HTML     48K 
                Other Benefit Plans (Schedule of Assumptions Used                
                to Determine Benefit Obligation) (Details)                       
68: R54         Retirement and Other Benefit Plans Retirement and   HTML     93K 
                Other Benefit Plans (Schedule of Fair Value                      
                Allocation of Plan Assets) (Details)                             
69: R55         Retirement and Other Benefit Plans Retirement and   HTML     68K 
                Other Benefit Plans (Schedule of Changes in Fair                 
                Value of Plan Assets) (Details)                                  
70: R56         Retirement and Other Benefit Plans Retirement and   HTML     58K 
                Other Benefit Plans (Schedule of Amounts                         
                Recognized in Consolidated Balance Sheet)                        
                (Details)                                                        
71: R57         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)                                                 
72: R58         Retirement and Other Benefit Plans Retirement and   HTML     53K 
                Other Benefit Plans (Schedule of Components of                   
                Accumulated Other Comprehensive Income, Net of                   
                Tax) (Details)                                                   
73: R59         Retirement and Other Benefit Plans Retirement and   HTML     50K 
                Other Benefit Plans (Schedule of Expected                        
                Amortization of Components of AOCI) (Details)                    
74: R60         Retirement and Other Benefit Plans Retirement and   HTML     70K 
                Other Benefit Plans (Schedule of Net Periodic                    
                Benefit (Income) Cost) (Details)                                 
75: R61         Retirement and Other Benefit Plans Retirement and   HTML     52K 
                Other Benefit Plans (Schedule of Assumptions to                  
                Determine Net Periodic Benefit (Income) Cost)                    
                (Details)                                                        
76: R62         Retirement and Other Benefit Plans Retirement and   HTML     70K 
                Other Benefit Plans (Schdeule of Information on                  
                Expected Cash Flows) (Details)                                   
77: R63         Income Taxes (Narrative) (Details)                  HTML     89K 
78: R64         Income Taxes (Schedule of the Components of Income  HTML     64K 
                Tax Provision on Earnings) (Details)                             
79: R65         Income Taxes (Schedule of the Differences Between   HTML     76K 
                the Tax Provision Reflected in the Consolidated                  
                Financial Statements and the Amounts Calculated at               
                the Federal Statutory Income Tax Rate of 35%)                    
                (Details)                                                        
80: R66         Income Taxes (Schedule of Significant Components    HTML    104K 
                of Deferred Income Tax Assets and Liabilities)                   
                (Details)                                                        
81: R67         Income Taxes (Summary of a Reconciliation of the    HTML     49K 
                Beginning and Ending Amount of Unrecognized Tax                  
                Benefits) (Details)                                              
82: R68         Business Segment Information Business Segment       HTML     49K 
                Information (Narrative) (Details)                                
83: R69         Business Segment Information (Schedule of Business  HTML     79K 
                Segment Information) (Details)                                   
84: R70         Business Segment Information (Schedule of           HTML     54K 
                Reconciliation of Operating Earnings Before Income               
                Taxes) (Details)                                                 
85: R71         Business Segment Information (Schedule of Net       HTML     61K 
                Sales and Long-Lived Assets by Geographic Area)                  
                (Details)                                                        
86: R72         Property and Equipment (Narrative) (Details)        HTML     45K 
87: R73         Property and Equipment (Schedule of Property and    HTML     61K 
                Equipment) (Details)                                             
88: R74         Property and Equipment (Schedule of Useful Lives    HTML     58K 
                of Property and Equipment) (Details)                             
89: R75         Goodwill and Intangible Assets (Narrative)          HTML     73K 
                (Details)                                                        
90: R76         Goodwill and Intangible Assets (Schedule of         HTML     57K 
                Goodwill and Intangible Assets) (Details)                        
91: R77         Goodwill and Intangible Assets Goodwill and         HTML     64K 
                Intangible Assets (Schedule of Finite and                        
                Indefinite-Lived Intangible Assets) (Details)                    
92: R78         Long-Term and Short-Term Financing Arrangements     HTML    107K 
                (Narrative) (Details)                                            
93: R79         Long-Term and Short-Term Financing Arrangements     HTML     51K 
                (Schedule of Redemption Price Percentages)                       
                (Details)                                                        
94: R80         Leases (Narrative) (Details)                        HTML     57K 
95: R81         Leases (Schedule of Summary of Rent Expense for     HTML     52K 
                Operating Leases) (Details)                                      
96: R82         Leases (Schedule of Future Minimum Payments under   HTML     58K 
                Noncancelable Operating Leases with an Initial                   
                Term of One Year or More) (Details)                              
97: R83         Risk Management and Derivatives (Narrative)         HTML     45K 
                (Details)                                                        
98: R84         Risk Management and Derivatives Risk Management     HTML     56K 
                and Derivatives (Schedule of all Purchase and Sale               
                Contracts of a Foreign Currency) (Details)                       
99: 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)                            
100: 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)                   
101: R87         Fair Value Measurements (Narrative) (Details)       HTML     69K  
102: R88         Fair Value Measurements (Schedule of Assets and     HTML     99K  
                Liabilities Measured at Fair Value on Recurring                  
                Basis) (Details)                                                 
103: R89         Fair Value Measurements Fair Value Measurements     HTML     51K  
                (Schedule of Impairment Charges by Segment)                      
                (Details)                                                        
104: R90         Fair Value Measurements (Schedule of Fair Value of  HTML     54K  
                Financial Instruments) (Details)                                 
105: R91         Shareholders' Equity (Narrative) (Details)          HTML     53K  
106: R92         Shareholders' Equity (Schedule of Accumulated       HTML     75K  
                Other Comprehensive Loss) (Details)                              
107: R93         Share-Based Compensation (Narrative) (Details)      HTML    127K  
108: R94         Share-Based Compensation (Schedule of Share-based   HTML     50K  
                Compensation by Plan) (Details)                                  
109: R95         Share-Based Compensation (Schedule of Restricted    HTML     63K  
                Stock Activity) (Details)                                        
110: R96         Share-Based Compensation (Schedule of Performance   HTML     69K  
                Share Activity) (Details)                                        
111: R97         Share-Based Compensation (Schedule of Fair Value    HTML     51K  
                Assumptions Used) (Details)                                      
112: R98         Share-Based Compensation (Schedule of Stock         HTML     77K  
                options Outstanding and Exercisable) (Details)                   
113: R99         Share-Based Compensation (Schedule of Stock Option  HTML     66K  
                Activity) (Details)                                              
114: R100        Share-Based Compensation (Schedule of Nonvested     HTML     48K  
                Stock Option Activity) (Details)                                 
115: R101        Share-Based Compensation (Schedule of Restricted    HTML     89K  
                Stock Unit Activity) (Details)                                   
116: R102        Share-Based Compensation (Schedule of Information   HTML     49K  
                about Restricted Stock Units Granted, Vested and                 
                Settled) (Details)                                               
117: R103        Share-Based Compensation (Schedule of Restricted    HTML     50K  
                Stock Units Compensation Expense) (Details)                      
118: R104        Related Party Transactions (Narrative) (Details)    HTML     50K  
119: R105        Commitments and Contingencies (Narrative)           HTML     87K  
                (Details)                                                        
120: R106        Financial Information for the Company and its       HTML     41K  
                Subsidiaries (Narrative) (Details)                               
121: R107        Financial Information for the Company and its       HTML    157K  
                Subsidiaries (Schedule of Condensed Consolidating                
                Balance Sheet) (Details)                                         
122: R108        Financial Information for the Company and its       HTML    133K  
                Subsidiaries (Schedule of Condensed Consolidating                
                Statement of Earnings) (Details)                                 
123: R109        Financial Information for the Company and its       HTML    104K  
                Subsidiaries (Schedule of Condensed Consolidating                
                Statement of Comprehensive Income (Loss))                        
                (Details)                                                        
124: R110        Financial Information for the Company and its       HTML    129K  
                Subsidiaries (Schedule of Condensed Consolidating                
                Statement of Cash Flows) (Details)                               
125: R111        Quarterly Financial Data (Schedule of Quarterly     HTML     74K  
                Financial Data) (Details)                                        
126: R112        Valuation of Qualifying Accounts (Schedule of       HTML     67K  
                Valuation and Qualifying Accounts) (Details)                     
128: XML         IDEA XML File -- Filing Summary                      XML    244K  
127: EXCEL       IDEA Workbook of Financial Reports                  XLSX    180K  
 9: EX-101.INS  XBRL Instance -- cal-20170128                        XML   7.66M 
11: EX-101.CAL  XBRL Calculations -- cal-20170128_cal                XML    365K 
12: EX-101.DEF  XBRL Definitions -- cal-20170128_def                 XML   1.46M 
13: EX-101.LAB  XBRL Labels -- cal-20170128_lab                      XML   2.80M 
14: EX-101.PRE  XBRL Presentations -- cal-20170128_pre               XML   1.97M 
10: EX-101.SCH  XBRL Schema -- cal-20170128                          XSD    270K 
129: ZIP         XBRL Zipped Folder -- 0000014707-17-000010-xbrl      Zip    522K

‘EX-10.3B(5)’ — Material Contract — exhibit103b5

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

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Exhibit

Exhibit 10.3(b)(5)

CALERES, INC.

INCENTIVE AND STOCK COMPENSATION PLAN OF 2011

PERFORMANCE AWARD AGREEMENT

THIS AWARD AGREEMENT, effective March 20, 2017, represents the grant of Performance Shares (“Shares”) (collectively, the "Award") by Caleres, Inc. ("Company") to the Participant named below, who has been selected by the Compensation Committee of the Company's Board of Directors (the "Committee") to receive the Award with respect to the Performance Periods set forth below under the Company’s Incentive and Stock Compensation Plan of 2011 (the "Plan"). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of March 3, 2016), all of which constitute part of this Agreement, this Award provides:

Participant:

Performance Award, being comprised of the following:

Number of Performance Shares:

Form of Payment: Shares of Company stock

Performance Cycle: The Company’s Fiscal Years 2017 through 2019

Performance Periods: Four distinct performance periods: fiscal 2017, fiscal 2018, fiscal 2019 and the three-year period of fiscal 2017 - 2019 with one-fourth of the target award allocated to each of fiscal 2017, fiscal 2018, fiscal 2019 and the three-year period of fiscal 2017 - 2019

Performance: As approved by the Committee

Minimum Performance Level: As approved by the Committee

Maximum Award Value: 200% of Target Award for each Performance Period

Performance Measure(s): Cumulative Adjusted EPS and Company Revenue Growth

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

CALERES, INC.

By:

Becky Helvey

Manager, Compensation

Date: 3/20/2017

Accepted: ___________________

Participant Signature

Date: ______________________

Caleres, Inc.

PERFORMANCE AWARD 2017 to 2019

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

The parties hereto agree as follows:

1.Performance Period(s). The Performance Period(s) shall be as specified on the executed cover page of this Award.

2.Performance Measure(s). The Performance Measure(s) shall be as specified on the executed coverage page of this Award.

3. Value of Award. The Award shall represent and have a Maximum Award Value as specified on the executed cover page of this Award.

4. Earning the Award; Certification of Performance and Percent Earned. The portion of the Award allocated to a Performance Period shall be “earned” following the end of such Performance Period, as of the date the Committee shall determine and certify: (a) whether the Minimum Performance Level (as set forth on Attachment A) has been satisfied; (b) and if so, the percent of the Award that has been earned in accordance with the Performance Payoff Profile (as set forth on Attachment A) (the “Percent Earned”), but in no event more than the Maximum Award Value; and provided that the determinations pursuant to (a) and (b) shall be subject to the Committee’s right to exercise its discretion to reduce the Company’s level of performance based on the quality of earnings pursuant to Section 9 of the Plan. All calculations as to the Performance Measures shall be adjusted (1) pursuant to Section 14.2 of the Plan and (2) to exclude all items of gain, loss or expense for the Performance Period determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with applicable accounting standards established pursuant to generally accepted accounting principles.

5. Amount Payable and Payment of the Award.

(a) Unless this Award is sooner terminated in accordance with Section 5, an earned Award (as provided in Section 3) shall be payable within sixty (60) days following completion of the Performance Cycle. Subject to Section 5(b) and in accordance with Section 5(c), this Award shall not be payable and shall be forfeited if Participant terminates employment with the Company prior to the date that the Award payment is made to the Participant.

(b) The amount payable to the Participant shall be determined by multiplying the Percent Earned by the Target Award specified on Attachment A, subject to the Committee’s right to exercise discretion as provided in Section 3.

(c) Unless otherwise specified on the executed cover page of this Award, payment of the earned Performance Shares shall be made in shares of the Company’s Common Stock (“Shares”).


6.	Termination Provisions.

(a) If, pursuant to Section 3, the Committee certifies that the Minimum Performance Level has not been achieved, this Award shall immediately terminate and no longer be of any effect.

(b) If Participant’s employment is terminated during the Performance Period by reason of death, Disability, Retirement or Early Retirement, the Committee, in its sole discretion, shall determine whether

the Participant (or Participant’s beneficiary in the event of death) shall be eligible to receive any payment under this Award. If payment of this Award is approved by the Committee, such payment shall be pro-rated based on the number of full months of continued active employment by Participant during the Performance Cycle as a percent of the total number of months in the Performance Cycle; the amount payable shall be based on the Percent Earned; and payment shall be made pursuant to Section 4 at the same time as payment of other awards for the same Performance Cycle are made to other eligible participants who did not terminate employment during the Performance Cycle. Notwithstanding the foregoing, in the event of Participant’s termination due to death or Disability, if approved by the Committee, such pro-rated payment may be made prior to expiration of the Performance Cycle, with calculation of and timing of the payment amount to be determined by the Committee.

(c) Except as provided in subsection 5(b), a Participant shall be eligible for payment of the earned Award, as specified in Section 3, only if the Participant remains continuously employed by the Company from the date of this Agreement, through the end of the Performance Cycle and continuing thereafter until the date the Awards is actually paid.

7. Dividends. The Participant shall have no right to any dividends that may be paid with respect to Shares until any such shares are vested.

8. Change in Control. If a Participant is employed by the Company on the date of a 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 Award shall be deemed to have been fully earned for the entire Performance Cycle and fully vested as of the effective date of the Change in Control; and based upon an assumed achievement of all relevant targeted performance goals, the Award shall be payable in the amounts or at the level provided by the above-referenced provisions of the Plan within thirty (30) days following the effective date of the Change in Control.

9. Recapitalization. Subject to Section 4.2 of the Plan, in the event that there is any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class and/or price of the Shares subject to this Award, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Performance Shares subject to this Award shall always be a whole number.

10. Tax Withholding. The Committee shall have the power and the right to deduct or withhold, or require the Participant or beneficiary 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. In satisfaction of such requirements, subject to the approval of the Committee, the Participant may elect, within an election period specified by the Company, to satisfy the withholding requirement, in whole or in part, by having the Company withhold from the payment of the Award: (a) 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 withheld on the transaction (“Withholding Amount”) from that portion of the Award that is payable in Shares, if any; and/or (b) cash equal to the Withholding Amount from that portion of the Award that is payable in cash, if any; or (c) a combination of (a) and (b). All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

11. Clawback. Any payouts will be subject to recovery if it is determined that the Participant personally and knowingly engaged in practices that materially contributed to the circumstances that led to the restatement of the Company’s financial statements.

12. Nontransferability. This Agreement, as well as the rights granted thereunder, may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

13. Administration.

(a) This Award 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 Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

(b) If there is any inconsistency between the terms of this Award and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan unless specifically set forth otherwise herein.

14. Miscellaneous


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


(b)	The Committee and/or the Company’s Board of Directors 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 Agreement without the Participant’s written consent.


(c)	This 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 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 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:	3/28/17	4
	3/20/17	4
For Period end:	1/28/17	4
	3/3/16	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

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Filing Submission 0000014707-17-000010 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)