SEC Info - Caleres Inc - ‘10-K’ for 2/2/19

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Caleres Inc – ‘10-K’ for 2/2/19 – ‘EX-10.4F’

On: Tuesday, 4/2/19, at 8:53pm ET · As of: 4/3/19 · For: 2/2/19 · Accession #: 14707-19-20 · File #: 1-02191

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

 4/03/19  Caleres Inc                       10-K        2/02/19  135:24M

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   1.70M 
 4: EX-10.15    Material Contract                                   HTML    100K 
 2: EX-10.4C    Material Contract                                   HTML     62K 
 3: EX-10.4F    Material Contract                                   HTML     55K 
 5: EX-21       Subsidiaries List                                   HTML     51K 
 6: EX-23       Consent of Experts or Counsel                       HTML     45K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     49K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     49K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     43K 
16: R1          Document and Entity Information                     HTML     67K 
17: R2          Consolidated Balance Sheets                         HTML    144K 
18: R3          Consolidated Balance Sheets Consolidated Balance    HTML     61K 
                Sheet (Parenthetical)                                            
19: R4          Consolidated Statements of Earnings (Loss)          HTML     88K 
20: R5          Consolidated Statement of Comprehensive Income      HTML     75K 
21: R6          Consolidated Statements of Cash Flows               HTML    152K 
22: R7          Consolidated Statement of Shareholders' Equity      HTML    108K 
                Consolidated Statement of Shareholders' Equity                   
23: R8          Consolidated Statement of Shareholders' Equity      HTML     48K 
                (Parenthetical)                                                  
24: R9          Summary of Significant Accounting Policies          HTML    146K 
25: R10         Acquisitions                                        HTML    124K 
26: R11         Revenues                                            HTML    147K 
27: R12         Earnings (Loss) Per Share                           HTML     83K 
28: R13         Restructuring and Other Initiatives, Net            HTML     62K 
29: R14         Retirement and Other Benefit Plans                  HTML    396K 
30: R15         Income Taxes                                        HTML    171K 
31: R16         Business Segment Information                        HTML    157K 
32: R17         Inventories                                         HTML     50K 
33: R18         Property and Equipment                              HTML     67K 
34: R19         Goodwill and Intangible Assets                      HTML    108K 
35: R20         Long-Term and Short-Term Financing Arrangements     HTML     64K 
36: R21         Leases                                              HTML     69K 
37: R22         Risk Management and Derivatives                     HTML     96K 
38: R23         Fair Value Measurements                             HTML    154K 
39: R24         Shareholders' Equity                                HTML    119K 
40: R25         Share-Based Compensation                            HTML    212K 
41: R26         Commitments and Contingencies                       HTML     52K 
42: R27         Financial Information for the Company and its       HTML    797K 
                Subsidiaries                                                     
43: R28         Quarterly Financial Data                            HTML    118K 
44: R29         Valuation and Qualifying Accounts                   HTML    123K 
45: R30         Summary of Significant Accounting Policies          HTML    220K 
                (Policies)                                                       
46: R31         Acqusitions (Tables)                                HTML     94K 
47: R32         Revenues (Tables)                                   HTML    136K 
48: R33         Earnings (Loss) Per Share (Tables)                  HTML     78K 
49: R34         Retirement and Other Benefit Plans (Tables)         HTML    378K 
50: R35         Income Taxes (Tables)                               HTML    158K 
51: R36         Business Segment Information (Tables)               HTML    156K 
52: R37         Inventories (Tables)                                HTML     50K 
53: R38         Property and Equipment (Tables)                     HTML     64K 
54: R39         Goodwill and Intangible Assets (Tables)             HTML    141K 
55: R40         Long-Term and Short-Term Financing Arrangements     HTML     45K 
                (Tables)                                                         
56: R41         Leases (Tables)                                     HTML     68K 
57: R42         Risk Management and Derivatives (Tables)            HTML     92K 
58: R43         Fair Value Measurements (Tables)                    HTML    137K 
59: R44         Shareholders' Equity (Tables)                       HTML    113K 
60: R45         Share-Based Compensation (Tables)                   HTML    199K 
61: R46         Financial Information for the Company and its       HTML    799K 
                Subsidiaries (Tables)                                            
62: R47         Quarterly Financial Data (Tables)                   HTML    118K 
63: R48         Summary of Significant Accounting Policies          HTML    195K 
                (Narrative) (Details)                                            
64: R49         Acquisitons (Narrative) (Details)                   HTML    212K 
65: R50         Acqusition (Schedule of Allocation of Purchase      HTML     90K 
                Price) (Details)                                                 
66: R51         Acquisitions Acquisitions (Schedule of Pro Forma    HTML     49K 
                Information) (Details)                                           
67: R52         Revenues (Narrative) (Details)                      HTML     57K 
68: R53         Revenues (Schedule of Impact of the Adoption of     HTML    102K 
                Topic 606) (Details)                                             
69: R54         Revenues (Schedule of Disagreggation of Revenue)    HTML     87K 
                (Details)                                                        
70: R55         Revenues (Schedule of Contract Balances) (Details)  HTML     49K 
71: R56         Earnings (Loss) Per Share (Narrative) (Details)     HTML     56K 
72: R57         Earnings (Loss) Per Share Earnings (Loss) Per       HTML     89K 
                Share (Schedule of Earnings Per Share, Basic and                 
                Diluted) (Details)                                               
73: R58         Restructuring and Other Initiatives, Net            HTML    160K 
                (Narrative) (Details)                                            
74: R59         Retirement and Other Benefit Plans Retirement and   HTML    146K 
                Other Benefit Plans (Narrative) (Details)                        
75: R60         Retirement and Other Benefit Plans Retirement and   HTML     73K 
                Other Benefit Plans (Schedule of Changes in                      
                Benefit Obligations) (Details)                                   
76: R61         Retirement and Other Benefit Plans Retirement and   HTML     49K 
                Other Benefit Plans (Schedule of Assumptions Used                
                to Determine Benefit Obligation) (Details)                       
77: R62         Retirement and Other Benefit Plans Retirement and   HTML     94K 
                Other Benefit Plans (Schedule of Fair Value                      
                Allocation of Plan Assets) (Details)                             
78: R63         Retirement and Other Benefit Plans Retirement and   HTML     66K 
                Other Benefit Plans (Schedule of Changes in Fair                 
                Value of Plan Assets) (Details)                                  
79: R64         Retirement and Other Benefit Plans Retirement and   HTML     56K 
                Other Benefit Plans (Schedule of Amounts                         
                Recognized in Consolidated Balance Sheet)                        
                (Details)                                                        
80: R65         Retirement and Other Benefit Plans Retirement and   HTML     56K 
                Other Benefit Plans (Schedule of Projected and                   
                Accumulated Benefit Obligation in Excess of Fair                 
                Value) (Details)                                                 
81: R66         Retirement and Other Benefit Plans Retirement and   HTML     53K 
                Other Benefit Plans (Schedule of Components of                   
                Accumulated Other Comprehensive Income, Net of                   
                Tax) (Details)                                                   
82: R67         Retirement and Other Benefit Plans Retirement and   HTML     51K 
                Other Benefit Plans (Schedule of Expected                        
                Amortization of Components of AOCI) (Details)                    
83: R68         Retirement and Other Benefit Plans Retirement and   HTML     67K 
                Other Benefit Plans (Schedule of Net Periodic                    
                Benefit Income) (Details)                                        
84: R69         Retirement and Other Benefit Plans Retirement and   HTML     52K 
                Other Benefit Plans (Schedule of Assumptions to                  
                Determine Net Periodic Benefit Income) (Details)                 
85: R70         Retirement and Other Benefit Plans Retirement and   HTML     72K 
                Other Benefit Plans (Schdeule of Information on                  
                Expected Cash Flows) (Details)                                   
86: R71         Income Taxes (Narrative) (Details)                  HTML    114K 
87: R72         Income Taxes (Schedule of the Components of Income  HTML     63K 
                Tax Provision (Benefit)) (Details)                               
88: R73         Income Taxes (Schedule of the Differences Between   HTML     84K 
                the Tax Provision Reflected in the Consolidated                  
                Financial Statements and the Amounts Calculated at               
                the Federal Statutory Income Tax Rate) (Details)                 
89: R74         Income Taxes (Schedule of Significant Components    HTML     98K 
                of Deferred Income Tax Assets and Liabilities)                   
                (Details)                                                        
90: R75         Business Segment Information Business Segment       HTML     50K 
                Information (Narrative) (Details)                                
91: R76         Business Segment Information (Schedule of Business  HTML     84K 
                Segment Information) (Details)                                   
92: R77         Business Segment Information (Schedule of           HTML     52K 
                Reconciliation of Operating Earnings Before Income               
                Taxes) (Details)                                                 
93: R78         Business Segment Information (Schedule of Net       HTML     65K 
                Sales and Long-Lived Assets by Geographic Area)                  
                (Details)                                                        
94: R79         Inventories (Narrative) (Details)                   HTML     42K 
95: R80         Inventories (Schedule of Inventories) (Details)     HTML     51K 
96: R81         Property and Equipment (Narrative) (Details)        HTML     47K 
97: R82         Property and Equipment (Schedule of Property and    HTML     62K 
                Equipment) (Details)                                             
98: R83         Property and Equipment (Schedule of Useful Lives    HTML     58K 
                of Property and Equipment) (Details)                             
99: R84         Goodwill and Intangible Assets (Narrative)          HTML    100K 
                (Details)                                                        
100: R85         Goodwill and Intangible Assets (Schedule of         HTML     58K  
                Goodwill and Intangible Assets) (Details)                        
101: R86         Goodwill and Intangible Assets Goodwill and         HTML     75K  
                Intangible Assets (Schedule of Finite and                        
                Indefinite-Lived Intangible Assets) (Details)                    
102: R87         Long-Term and Short-Term Financing Arrangements     HTML     88K  
                (Narrative) (Details)                                            
103: R88         Long-Term and Short-Term Financing Arrangements     HTML     49K  
                (Schedule of Redemption Price Percentages)                       
                (Details)                                                        
104: R89         Leases (Narrative) (Details)                        HTML     56K  
105: R90         Leases (Schedule of Summary of Rent Expense for     HTML     52K  
                Operating Leases) (Details)                                      
106: R91         Leases (Schedule of Future Minimum Payments under   HTML     62K  
                Noncancelable Operating Leases with an Initial                   
                Term of One Year or More) (Details)                              
107: R92         Risk Management and Derivatives (Narrative)         HTML     45K  
                (Details)                                                        
108: R93         Risk Management and Derivatives Risk Management     HTML     53K  
                and Derivatives (Schedule of all Purchase and Sale               
                Contracts of a Foreign Currency) (Details)                       
109: R94         Risk Management and Derivatives (Schedule of Fair   HTML     51K  
                Values of Derivative Instruments Designated as                   
                Hedging Instruments Included within the                          
                Consolidated Balance Sheet) (Details)                            
110: R95         Risk Management and Derivatives (Schedule of        HTML     55K  
                Effect of Derivative Instruments in Cash Flow                    
                Hedging Relationships on the Consolidated                        
                Statements of Earnings) (Details)                                
111: R96         Fair Value Measurements (Narrative) (Details)       HTML     89K  
112: R97         Fair Value Measurements (Schedule of Assets and     HTML     94K  
                Liabilities Measured at Fair Value on Recurring                  
                Basis) (Details)                                                 
113: R98         Fair Value Measurements Fair Value Measurements     HTML     51K  
                (Schedule of Impairment Charges by Segment)                      
                (Details)                                                        
114: R99         Fair Value Measurements (Schedule of Fair Value of  HTML     54K  
                Financial Instruments) (Details)                                 
115: R100        Shareholders' Equity (Narrative) (Details)          HTML     59K  
116: R101        Shareholders' Equity (Schedule of Accumulated       HTML     78K  
                Other Comprehensive Loss) (Details)                              
117: R102        Share-Based Compensation (Narrative) (Details)      HTML    123K  
118: R103        Share-Based Compensation (Schedule of Share-based   HTML     55K  
                Compensation by Plan) (Details)                                  
119: R104        Share-Based Compensation (Schedule of Restricted    HTML     63K  
                Stock Activity) (Details)                                        
120: R105        Share-Based Compensation (Schedule of Performance   HTML     67K  
                Share Activity) (Details)                                        
121: R106        Share-Based Compensation (Schedule of Stock Option  HTML     66K  
                Activity) (Details)                                              
122: R107        Share-Based Compensation (Schedule of Restricted    HTML     93K  
                Stock Unit Activity) (Details)                                   
123: R108        Share-Based Compensation (Schedule of Information   HTML     50K  
                about Restricted Stock Units Granted, Vested and                 
                Settled) (Details)                                               
124: R109        Share-Based Compensation (Schedule of Restricted    HTML     49K  
                Stock Units Compensation Expense) (Details)                      
125: R110        Commitments and Contingencies (Narrative)           HTML     73K  
                (Details)                                                        
126: R111        Financial Information for the Company and its       HTML     41K  
                Subsidiaries (Narrative) (Details)                               
127: R112        Financial Information for the Company and its       HTML    156K  
                Subsidiaries (Schedule of Condensed Consolidating                
                Balance Sheets) (Details)                                        
128: R113        Financial Information for the Company and its       HTML    159K  
                Subsidiaries (Schedule of Condensed Consolidating                
                Statements of Earnings) (Details)                                
129: R114        Financial Information for the Company and its       HTML    106K  
                Subsidiaries (Schedule of Condensed Consolidating                
                Statements of Comprehensive Income) (Details)                    
130: R115        Financial Information for the Company and its       HTML    118K  
                Subsidiaries (Schedule of Condensed Consolidating                
                Statements of Cash Flows) (Details)                              
131: R116        Quarterly Financial Data (Schedule of Quarterly     HTML    106K  
                Financial Data) (Details)                                        
132: R117        Valuation of Qualifying Accounts (Schedule of       HTML     75K  
                Valuation and Qualifying Accounts) (Details)                     
134: XML         IDEA XML File -- Filing Summary                      XML    265K  
133: EXCEL       IDEA Workbook of Financial Reports                  XLSX    202K  
10: EX-101.INS  XBRL Instance -- cal-20190202                        XML   8.18M 
12: EX-101.CAL  XBRL Calculations -- cal-20190202_cal                XML    348K 
13: EX-101.DEF  XBRL Definitions -- cal-20190202_def                 XML   1.80M 
14: EX-101.LAB  XBRL Labels -- cal-20190202_lab                      XML   3.08M 
15: EX-101.PRE  XBRL Presentations -- cal-20190202_pre               XML   2.22M 
11: EX-101.SCH  XBRL Schema -- cal-20190202                          XSD    315K 
135: ZIP         XBRL Zipped Folder -- 0000014707-19-000020-xbrl      Zip    587K

‘EX-10.4F’ — Material Contract

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

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Exhibit

Exhibit 10.4f

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 25, 2019

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:

Becky Helvey

Sr. Manager, Compensation

Date: March 25, 2019

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.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed as of:	4/3/19
Filed on:	4/2/19
	3/25/19	4, 4/A
For Period end:	2/2/19
	8/31/17	4
		List all Filings

4 Subsequent Filings that Reference this Filing

  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
 3/30/21  Caleres Inc.                      10-K        1/30/21  119:20M

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Filing Submission 0000014707-19-000020 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)