Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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2: EX-10.1 Material Contract HTML 113K
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4: EX-10.3 Material Contract -- exhibit103 HTML 92K
5: EX-10.4 Material Contract -- exhibit104 HTML 77K
6: EX-10.5 Material Contract -- exhibit105 HTML 37K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
55: R1 Document And Entity Information HTML 43K
43: R2 Condensed Consolidated Balance Sheets HTML 126K
53: R3 Condensed Consolidated Statements Of Earnings HTML 76K
57: R4 Condensed Consolidated Statements Of Earnings HTML 32K
(Parenthetical)
72: R5 Condensed Consolidated Statement Of Comprehensive HTML 52K
Income (Loss)
45: R6 Condensed Consolidated Statements Of Cash Flows HTML 128K
52: R7 Basis Of Presentation HTML 32K
39: R8 Impact Of New Accounting Pronouncements HTML 35K
30: R9 Discontinued Operations HTML 37K
73: R10 Earnings (Loss) Per Share HTML 49K
59: R11 Restructuring And Other Initiatives HTML 47K
58: R12 Business Segment Information HTML 63K
63: R13 Goodwill And Intangible Assets HTML 55K
64: R14 Shareholders' Equity HTML 108K
62: R15 Share-Based Compensation HTML 41K
65: R16 Retirement And Other Benefit Plans HTML 48K
54: R17 Risk Management And Derivatives HTML 90K
56: R18 Fair Value Measurements HTML 127K
61: R19 Income Taxes HTML 31K
78: R20 Related Party Transactions HTML 31K
68: R21 Commitments And Contingencies HTML 40K
49: R22 Financial Information For The Company And Its HTML 505K
Subsidiaries
60: R23 Discontinued Operations (Tables) HTML 33K
51: R24 Earnings (Loss) Per Share (Tables) HTML 45K
24: R25 Restructuring And Other Initiatives (Tables) HTML 46K
69: R26 Business Segment Information (Tables) HTML 60K
75: R27 Goodwill And Intangible Assets (Tables) HTML 45K
34: R28 Shareholders' Equity (Tables) HTML 106K
33: R29 Retirement And Other Benefit Plans (Tables) HTML 46K
37: R30 Risk Management And Derivatives (Tables) HTML 78K
38: R31 Fair Value Measurements (Tables) HTML 103K
40: R32 Financial Information For The Company And Its HTML 505K
Subsidiaries (Tables)
22: R33 Discontinued Operations (Narrative) (Details) HTML 50K
66: R34 Discontinued Operations (Schedule Of Earnings HTML 30K
(Loss) From Discontinued Operations, Net Of Tax)
(Details)
48: R35 Earnings (Loss) Per Share (Details) HTML 64K
50: R36 Restructuring And Other Initiatives (Narrative) HTML 34K
(Details)
27: R37 Restructuring And Other Initiatives (Portfolio HTML 26K
Realignment Expense For Continuing And
Discontinued Operations) (Details)
77: R38 Restructuring And Other Initiatives (Summary Of HTML 43K
The Charges And Settlements By Category Of Costs)
(Details)
16: R39 Business Segment Information (Schedule Of Business HTML 59K
Segment Information) (Details)
41: R40 Business Segment Information (Schedule Of HTML 35K
Reconciliation Of Operating Earnings Before Income
Taxes From Continuing Operations) (Details)
71: R41 Goodwill And Intangible Assets (Narrative) HTML 51K
(Details)
26: R42 Goodwill And Intangible Assets (Schedule Of HTML 48K
Goodwill And Intangible Assets) (Details)
32: R43 Shareholders' Equity (Schedule Of Changes In HTML 94K
Shareholders' Equity And Noncontrolling Interests)
(Details)
36: R44 Shareholders' Equity (Schedule Of Accumulated HTML 84K
Other Comprehensive Income (Loss)) (Details)
44: R45 Share-Based Compensation (Details) HTML 77K
21: R46 Retirement And Other Benefit Plans (Details) HTML 59K
29: R47 Risk Management And Derivatives (Schedule Of HTML 50K
Contract Notional Amount Of All Purchase And Sale
Contracts Of A Foreign Currency) (Details)
18: R48 Risk Management And Derivatives (Schedule Of Fair HTML 38K
Values Of Derivative Instruments Designated As
Hedging Instruments Included Within The Condensed
Consolidated Balance Sheet) (Details)
70: R49 Risk Management And Derivatives (Schedule Of HTML 46K
Effect Of Derivative Instruments In Cash Flow
Hedging Relationships On The Condensed
Consolidated Statements Of Earnings) (Details)
25: R50 Fair Value Measurements (Narrative) (Details) HTML 50K
67: R51 Fair Value Measurements (Schedule Of Assets And HTML 121K
Liabilities Measured At Fair Value On Recurring
Basis) (Details)
28: R52 Fair Value Measurements (Schedule Of Fair Value Of HTML 29K
Financial Instruments) (Details)
42: R53 Income Taxes (Details) HTML 34K
17: R54 Related Party Transactions (Details) HTML 35K
20: R55 Commitments And Contingencies (Details) HTML 95K
35: R56 Financial Information For The Company And Its HTML 25K
Subsidiaries (Narrative) (Details)
23: R57 Financial Information For The Company And Its HTML 230K
Subsidiaries (Schedule Of Condensed Consolidating
Balance Sheet) (Details)
74: R58 Financial Information For The Company And Its HTML 145K
Subsidiaries (Schedule Of Condensed Consolidating
Statement Of Comprehensive Income (Loss))
(Details)
47: R59 Financial Information For The Company And Its HTML 118K
Subsidiaries (Schedule Of Condensed Consolidating
Statement Of Cash Flows) (Details)
76: XML IDEA XML File -- Filing Summary XML 115K
19: EXCEL IDEA Workbook of Financial Reports XLSX 255K
31: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.14M
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1. Introduction. The Caleres, Inc. Non-Employee Director Share Plan (formerly known as the Brown Shoe Company, Inc. Non-Employee Director Share Plan (2009)) (“Plan”) provides a method for the non-employee directors of Caleres, Inc., a New York corporation, or any successor thereto (the “Company”) to participate in the ownership of the
Company through the acquisition of shares of the Company’s common stock from the Company. Thirty thousand (30,000) shares of the Company’s common stock are reserved for issuance hereunder. This Plan was effective as of January 1, 2009, and this restatement shall be effective as of May 28, 2015.
2. Definitions. The terms set forth below shall have the following meanings for purposes of the Plan:
2.1 “Board
of Directors” means the board of directors of the Company.
2.2 “Common Stock” means shares of the common stock, par value $0.01 per share, of the Company.
2.3 “Fair Market Value” shall mean the average of the highest and lowest quoted selling prices for shares of Common Stock on the New York Stock Exchange or equivalent securities exchange on the relevant date, or if there is no sale on such date, then on the last previous day on which a sale was reported.
2.4 “Meeting
Fees” means those fees payable to a Non-employee Director from the Company for attending meetings of the Board of Directors and committees of the Board of Directors.
2.5 “Non-employee Director” means each member of the Board of Directors who is not an employee of the Company, and if approved by the Board of Directors any honorary or advisory member of the Board of Directors.
2.6 “Retainer” means the retainer payable to a Non-employee Director from the
Company, whether for service on the Board of Directors or a committee thereof and whether such retainer be paid, annually, quarterly or in some other manner.
3. Participation. Each Non-employee Director shall be eligible to participate in the Plan.
4. Election to Receive Shares in Lieu of Annual Retainer and Meeting Fees. Each Non-employee Director may make an election to receive all or a portion of his or her Retainer that was to be paid in cash and/or Meeting Fees in shares of Common Stock (a “Share Election”) in lieu of cash. (A Non-employee director may not make such an election with
respect to compensation that is deferred by a Non-employee Director under a nonqualified deferred compensation plan.) The Company shall issue such shares of Common Stock to the Non-employee Director(s) in accordance with Section 5 hereof. Any Share Election shall be made in such form and manner as the Company may specify from time to time and shall specify the percentage of the Retainer and/or Meeting Fees to be paid in shares of Common Stock. If a Non-employee Director does not file an election form, the Non-employee Director will be deemed to have elected to receive the applicable Retainer and Meeting Fees in cash.
5. Issuance
of Shares. Shares of Common Stock issuable to a Director pursuant to Section 4 hereof shall be determined and issued to such Director as follows:
(a) On the date a Non-employee Director would otherwise have been paid his or her Retainer (or a portion thereof), the Company shall issue to the Non-employee Director a number of shares of Common Stock equal to the amount of the Retainer to be paid in shares of Common Stock (as elected by the Non-employee Director) for the Plan Year divided by the Fair Market Value of a share of Common Stock on such date;
(b) On
the date a Non-employee Director would otherwise have been paid Meeting Fees, the Company shall issue to the Non-employee Director a number of shares of Common Stock equal to the amount of the Meeting Fees to be paid in shares of Common Stock (as elected by the Non-employee Director) divided by the Fair Market Value of a share of Common Stock on such date;
(c) All shares to be issued by the Company to a Non-employee Director pursuant to this Plan will be credited as a book entry to an account in the Non-employee Director’s name with the Company’s transfer agent.
6. Fractional Shares. No fraction of a share of Common Stock will be issued by virtue of a Share Election made by a Non-employee Director, but in lieu thereof, a Non-employee Director who would otherwise be entitled to a fraction of a share shall be entitled to an amount of cash (rounded to the nearest whole cent) equal to the product of such fraction multiplied by the Fair Market Value of a share of Common Stock on the date the whole shares are issued. These fractional share payments for Retainers which relate to fiscal quarters which end during a calendar year and Meeting Fees which relate to meetings which occur during such calendar year shall be aggregated and paid to the Non-employee Director no later than the December 31 of such calendar year.
7. Legends. Shares
of Common Stock issued pursuant to this Plan have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and therefore, cannot be sold unless subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available. Such shares shall be deemed to be “restricted securities” as defined in Rule 144 under the Securities Act. Each account entry in the register for the Common Stock and/or certificate representing shares of Common Stock issued under the Plan shall, unless the Company otherwise determines, contain a notation in form substantially as follows, together with any other legends that are required by law, the terms and conditions of the Plan or that the
Company in its discretion deems necessary or appropriate:
THE SECURITIES REPRESENTED BY THIS ACCOUNT ENTRY AND/OR CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, ENCUMBERED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
The Company may cause the transfer agent for the shares of
Common Stock to place a stop transfer order with respect to such shares.
8. Rights as a Shareholder. A Non-employee Director shall have no rights as a shareholder of the Company with respect to any shares to be issued under the Plan until the shares are issued pursuant to Section 5.
9. Amendment; Termination. The Board of Directors may alter, amend, or terminate
the Plan in whole or in part at any time and from time to time.
10. Nontransferability. The rights and benefits under the Plan shall not be transferable by a Non-employee Director other than by the laws of descent and distribution.
11. Headings. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan.
12. Administration.
The Board of Directors shall have plenary authority to interpret any provision of this Plan and to make any determinations necessary or advisable for the administration of this Plan consistent with the terms hereof.
13. Securities Law compliance. Transactions under this Plan are intended to comply with all applicable conditions of Rule 16 b-3 or its successors under the Securities Exchange Act of 1934, as amended. To the extent any provision of the Plan or action by the Board of Directors fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board of Directors.
14. Applicable
Law. The validity, construction, and effect of this Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Missouri, without giving effect to the choice of law principles thereof.
Dates Referenced Herein and Documents Incorporated by Reference
