Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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2: EX-4.2(C) Instrument Defining the Rights of Security Holders HTML 55K
4: EX-10.16 Material Contract HTML 105K
3: EX-10.3(B)(4) Material Contract HTML 57K
5: EX-21 Subsidiaries List HTML 45K
6: EX-23 Consent of Experts or Counsel HTML 41K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
83: R1 Document And Entity Information HTML 65K
63: R2 Consolidated Balance Sheets HTML 175K
78: R3 Consolidated Balance Sheets Consolidated Balance HTML 64K
Sheet Parenthetical
87: R4 Consolidated Statements Of Earnings HTML 158K
111: R5 Consolidated Statements Of Earnings HTML 45K
(Parenthetical)
66: R6 Consolidated Statement Of Comprehensive Income HTML 139K
(Loss)
77: R7 Consolidated Statements Of Cash Flows HTML 181K
56: R8 Consolidated Statement of Stockholders Equity HTML 133K
Statement
45: R9 Consolidated Statement of Stockholders Equity HTML 47K
Paranthetical
113: R10 Summary Of Significant Accounting Policies HTML 107K
89: R11 Discontinued Operations HTML 106K
88: R12 Earnings (Loss) Per Share HTML 105K
95: R13 Restructuring And Other Initiatives HTML 136K
96: R14 Retirement And Other Benefit Plans HTML 363K
93: R15 Income Taxes HTML 165K
97: R16 Property & Equipment (Notes) HTML 64K
79: R17 Goodwill And Intangible Assets HTML 67K
84: R18 Long-Term And Short-Term Financing Arrangements HTML 58K
91: R19 Leases HTML 67K
121: R20 Risk Management And Derivatives HTML 64K
106: R21 Fair Value Measurements HTML 144K
72: R22 Shareholders' Equity HTML 113K
90: R23 Share-Based Compensation HTML 229K
75: R24 Related Party Transactions HTML 43K
35: R25 Commitments And Contingencies HTML 51K
107: R26 Financial Information For The Company And Its HTML 866K
Subsidiaries
117: R27 Quarterly Financial Data (Notes) HTML 201K
50: R28 Summary Of Significant Accounting Policies HTML 184K
(Policy)
49: R29 Discontinued Operations (Tables) HTML 92K
54: R30 Earnings (Loss) Per Share (Tables) HTML 102K
55: R31 Restructuring And Other Initiatives (Tables) HTML 127K
57: R32 Retirement And Other Benefit Plans (Tables) HTML 353K
24: R33 Income Taxes (Tables) HTML 159K
104: R34 Business Segment Information (Tables) HTML 117K
70: R35 Business Segment Information Schedule of HTML 58K
Reconciliation of Operating Earnings Before Income
Taxes from Continuing Operations (Tables)
73: R36 Business Segment Information Summary of Net Sales HTML 71K
and Long-Lived Assets by Geographical Area
(Tables)
40: R37 Property & Equipment (Tables) HTML 61K
120: R38 Goodwill And Intangible Assets (Tables) HTML 56K
16: R39 Long-Term And Short-Term Financing Arrangements HTML 42K
(Tables)
59: R40 Leases (Tables) HTML 53K
110: R41 Risk Management And Derivatives (Tables) HTML 75K
37: R42 Fair Value Measurements (Tables) HTML 116K
48: R43 Shareholders' Equity (Tables) HTML 104K
53: R44 Share-Based Compensation Summarized Restricted HTML 63K
Stock Activity (Tables)
64: R45 Financial Information For The Company And Its HTML 870K
Subsidiaries (Tables)
23: R46 Quarterly Financial Data (Tables) HTML 201K
44: R47 Valuation and Qualifying Accounts (Tables) HTML 132K
18: R48 Summary Of Significant Accounting Policies HTML 139K
(Details)
109: R49 Discontinued Operations (Narrative) (Details) HTML 179K
36: R50 Discontinued Operations (Schedule Of Assets And HTML 61K
Liabilities Reported As Discontinued Operations)
(Details)
105: R51 Discontinued Operations (Schedule Of Earnings HTML 78K
(Loss) From Discontinued Operations, Net Of Tax)
(Details)
41: R52 Earnings (Loss) Per Share (Details) HTML 123K
60: R53 Restructuring And Other Initiatives (Narrative) HTML 144K
(Details)
17: R54 Restructuring And Other Initiatives (Portfolio HTML 83K
Realignment Expense For Continuing And
Discontinued Operations) (Details)
21: R55 Restructuring And Other Initiatives (Summary Of HTML 89K
The Charges And Settlements By Category Of Costs)
(Details)
52: R56 Restructuring And Other Initiatives Restructuring HTML 38K
and Other Special Charges, net (Details)
28: R57 Retirement And Other Benefit Plans - Narrative HTML 175K
(Details)
114: R58 Retirement And Other Benefit Plans - Changes in HTML 91K
Benefit Obligation (Details)
68: R59 Retirement And Other Benefit Plans - Assumptions HTML 48K
Used to Determine Benefit Obligation (Details)
94: R60 Retirement And Other Benefit Plans - Fair Value HTML 187K
Allocation of Plan Assets (Details)
43: R61 Retirement And Other Benefit Plans - Changes in HTML 86K
Fair Value of Plan Assets (Details)
46: R62 Retirement And Other Benefit Plans - Amounts HTML 64K
Recognized in Consolidated Balance Sheet (Details)
102: R63 Retirement And Other Benefit Plans - Projected and HTML 60K
Accumulated Benefit Obligation in Excess of Fair
Value (Details)
98: R64 Retirement And Other Benefit Plans - Components of HTML 56K
Accumulated Other Comprehensive Income, Net of Tax
(Details)
71: R65 Retirement And Other Benefit Plans - Expected HTML 50K
Amortization of Components of AOCI (Details)
100: R66 Retirement And Other Benefit Plans - Net Periodic HTML 82K
Benefit (Income) Cost (Details)
42: R67 Retirement And Other Benefit Plans - Assumptions HTML 55K
to Determine Net Periodic Benefit (Income) Cost
(Details)
76: R68 Retirement And Other Benefit Plans - Information HTML 81K
on Expected Cash Flows (Details)
116: R69 Income Taxes (Narrative) (Details) HTML 90K
20: R70 Income Taxes (Schedule Of The Components Of Income HTML 70K
Tax Provision On Earnings From Continuing
Operations) (Details)
34: R71 Income Taxes (Schedule Of The Differences Between HTML 65K
The Tax Provision Reflected In The Consolidated
Financial Statements And The Amounts Calculated At
The Federal Statutory Income Tax Rate Of 35%)
(Details)
62: R72 Income Taxes (Schedule Of Significant Components HTML 112K
Of Deferred Income Tax Assets And Liabilities)
(Details)
26: R73 Income Taxes (Summary Of A Reconciliation Of The HTML 46K
Beginning And Ending Amount Of Unrecognized Tax
Benefits) (Details)
119: R74 Business Segment Information (Schedule Of Business HTML 147K
Segment Information) (Details)
38: R75 Business Segment Information (Schedule Of HTML 80K
Reconciliation Of Operating Earnings Before Income
Taxes From Continuing Operations) (Details)
29: R76 Property & Equipment (Details) HTML 90K
33: R77 Goodwill And Intangible Assets (Narrative) HTML 77K
(Details)
22: R78 Goodwill And Intangible Assets (Schedule Of HTML 56K
Goodwill And Intangible Assets) (Details)
25: R79 Long-Term And Short-Term Financing Arrangements HTML 89K
(Narrative) (Details)
85: R80 Long-Term And Short-Term Financing Arrangements HTML 44K
(Schedule Of Redemption Price Percentage)
(Details)
31: R81 Leases (Details) HTML 90K
115: R82 Risk Management And Derivatives (Schedule Of HTML 61K
Contract Notional Amount Of All Purchase And Sale
Contracts Of A Foreign Currency) (Details)
58: R83 Risk Management And Derivatives (Schedule Of Fair HTML 48K
Values Of Derivative Instruments Designated As
Hedging Instruments Included Within The Condensed
Consolidated Balance Sheet) (Details)
92: R84 Risk Management And Derivatives (Schedule Of HTML 59K
Effect Of Derivative Instruments In Cash Flow
Hedging Relationships On The Condensed
Consolidated Statements Of Earnings) (Details)
99: R85 Fair Value Measurements (Narrative) (Details) HTML 104K
30: R86 Fair Value Measurements (Schedule Of Assets And HTML 115K
Liabilities Measured At Fair Value On Recurring
Basis) (Details)
32: R87 Fair Value Measurements (Schedule Of Fair Value Of HTML 41K
Financial Instruments) (Details)
112: R88 Shareholders' Equity (Schedule Of Changes In HTML 104K
Shareholders' Equity And Noncontrolling Interests)
(Details)
27: R89 Shareholders' Equity (Schedule Of Accumulated HTML 85K
Other Comprehensive Income (Loss)) (Details)
86: R90 Shareholders' Equity (Schedule Of Amounts HTML 88K
Reclassified From Accumulated Other Comprehensive
Income (Loss)) (Details)
82: R91 Share-Based Compensation (Details) HTML 212K
103: R92 Share-Based Compensation - Schedule of Share-based HTML 57K
Compensation by Plan (Details)
81: R93 Share-Based Compensation - Schedule of Share-based HTML 157K
Compensation Award Activity (Details)
67: R94 Share-Based Compensation - Schedule of Fair Value HTML 49K
Assumptions Used (Details)
108: R95 Share-Based Compensation - Schedule of Stock HTML 97K
options Outstanding and Exercisable (Details)
65: R96 Share-Based Compensation - Schedule of Stock HTML 104K
Option Activity (Details)
39: R97 Related Party Transactions (Details) HTML 51K
74: R98 Commitments And Contingencies (Details) HTML 98K
69: R99 Financial Information For The Company And Its HTML 236K
Subsidiaries (Schedule Of Condensed Consolidating
Balance Sheet) (Details)
51: R100 Financial Information For The Company And Its HTML 349K
Subsidiaries (Schedule Of Condensed Consolidating
Statement Of Comprehensive Income (Loss))
(Details)
122: R101 Financial Information For The Company And Its HTML 168K
Subsidiaries (Schedule Of Condensed Consolidating
Statement Of Cash Flows) (Details)
101: R102 Quarterly Financial Data (Details) HTML 89K
80: R103 Valuation and Qualifying Accounts (Details) HTML 88K
118: XML IDEA XML File -- Filing Summary XML 205K
19: EXCEL IDEA Workbook of Financial Reports XLSX 600K
47: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 5.76M
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THIS AWARD AGREEMENT, effective March 13, 2015, represents the grant of Performance Shares (“Shares”) (collectively, the "Award") by Brown Shoe Company, 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 13, 2015), all of which constitute part of this Agreement, this Award provides:
Participant:
Performance Award, being a combination of the
Number of Performance
Shares:
Form of Payment: Shares of Company stock
Performance Cycle: The Company’s Fiscal Years 2015 through 2017
Performance Periods: Four distinct performance periods: fiscal 2015, fiscal 2016, fiscal 2017 and the three-year period of fiscal 2015 - 2017 with one-fourth of the target award allocated to each of fiscal 2015, fiscal 2016, fiscal 2017 and the three-year period of fiscal 2015 - 2017
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 Sales Growth
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the last date written below.
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
