exv10w2





Exhibit 10.2





AN AWARD FOR PERFORMANCE SHARE UNITS (hereinafter the “Units”), representing a number of shares of
Nordstrom Common Stock (“Common Stock”) as noted in the 2010 Notice of Award of Performance Share
Units (the “Notice”), of Nordstrom, Inc., a Washington Corporation (the “Company”), is hereby
granted to the Recipient (“Unit holder”) on the date set forth in the Notice, subject to the terms
and conditions of this Agreement. The Units are also subject to the terms, definitions and
provisions of the Nordstrom, Inc. 2004 Equity Incentive Plan (the “Plan”) adopted by the Board of
Directors of the Company (the “Board”) and approved by the Company’s shareholders, which is
incorporated in this Agreement. To the extent inconsistent with this Agreement, the terms of the
Plan shall govern. Terms not defined herein shall have the meanings as set forth in the Plan. The
Compensation Committee of the Board (the “Compensation Committee”) has the discretionary authority
to construe and interpret the Plan and this Agreement. All decisions of the Compensation Committee
upon any question arising under the Plan or under this Agreement shall be final and binding on all
parties. The Award and the Units issued thereunder are subject to the following terms and
conditions:



	1.	 	VESTING AND SETTLEMENT OF UNITS
	 
	 	 	At the end of three fiscal years following the date of the Award (“the Performance Cycle”), Units
shall vest and be settled in accordance with the provisions of the Plan as follows:





	 	(a)	 	Vesting
	 
	 	 	 	Each vested Unit is equal in value to one share of Common Stock. Except as set forth in
Section 4, Units shall vest at the applicable percentage when the Compensation Committee
certifies that (1) the Company’s Total Shareholder Return (TSR) is positive, and (2) its TSR
performance relative to the TSR of other companies in the Peer Group exceeds the following
corresponding percentile rankings. For purposes of determining the Company’s TSR relative to
the TSR of other companies in the Peer Group, the share price of Common Stock, and the share
prices of the companies in the Peer Group, are based on the thirty trading day closing price
average immediately prior to the start of the Performance Cycle and the thirty trading day
closing price average immediately prior to the end of the Performance Cycle.




PSU Vesting %




	 	 	 	 	 
	Positive Nordstrom TSR and Percentile 
Rank Among Peers	 	PSU Vesting
	> 85%
	 	 	125	%
	> 75%
	 	 	100	%
	> 65%
	 	 	85	%
	> 50%
	 	 	75	%
	≤ 50%
	 	 	0	%




While the relative percentile rankings may change during the Performance Cycle based upon
mergers, acquisitions, dissolutions and other industry consolidation involving the companies
in the Peer Group, the application of the percentile vesting above is applied consistently.
Generally, Units will be earned if the Nordstrom TSR for the Performance Cycle is positive and
in the top half of performers relative to the other companies in the Peer Group.



	 	(b)	 	Settlement
	 
	 	 	 	Units shall be settled upon vesting, unless the Unit holder has elected to defer the Units
into the Executive Deferred Compensation Plan (EDCP) in accordance with its rules. Upon
deferral, the vested Units (and their subsequent settlement and payment) shall be governed by
the terms and conditions of the EDCP as that Plan may be amended from time to time by the
Company.
	 
	 	 	 	Unless earlier deferred into the EDCP, the Unit holder shall elect (during a period prior to
settlement as prescribed by and in accordance with procedures established by the Company) to
settle the Units upon vesting in either one share of Common Stock for each vested Unit,
receive an equivalent amount of cash for each vested Unit, or receive a combination of cash
and stock. In the event the Unit holder does not or is unable to make such a settlement
election, the Units shall be settled in stock. In the event the Units are settled in cash, the
amount of cash will be determined on the basis of the closing price of Common Stock on the New
York Stock Exchange on the last day of the Performance Cycle.
	 
	 	(c)	 	Withholding Taxes
	 
	 	 	 	No stock certificates or cash will be distributed to the Unit holder, or amounts deferred into
the EDCP, unless the Unit holder has made acceptable arrangements to pay any withholding taxes
that may be due as a result of the settlement of this Award. These arrangements may include
withholding shares of Common Stock that otherwise would be distributed when the Units are
settled. The fair market value of the shares required to cover withholding will be applied to
the withholding of taxes prior to the Unit holder receiving the remaining shares or the cash
value of those shares.
	 
	 	(d)	 	Restrictions on Resale
	 
	 	 	 	The Unit holder agrees not to sell any shares of Common Stock at a time when applicable laws
or Company policies prohibit a sale. This restriction will apply as long as the Unit holder is
an employee, consultant or director of the Company or a subsidiary or affiliate of the
Company.





	2.	 	ACCEPTANCE OF UNITS
	 
	 	 	Although the Company may or may not require the Unit holder’s signature upon accepting the Award,
the Unit holder remains subject to the terms and conditions of this Agreement.
	 
	3.	 	NONTRANSFERABILITY OF UNITS
	 
	 	 	The Units may not be sold, pledged, assigned or transferred in any manner except in the event of
the Unit holder’s death. In the event of the Unit holder’s death, the Units may be transferred to
the person indicated on a valid Nordstrom Beneficiary Designation form, or if no Beneficiary
Designation form is on file with the Company, then to the person to whom the Unit holder’s rights
have passed by will or the laws of descent and distribution. Except as set forth in Section 4
below, the Units may be settled during the lifetime of the Unit holder only by the Unit holder or
by the guardian or legal representative of the Unit holder. The terms of the Award shall be
binding upon the executors, administrators, heirs and successors of the Unit holder.
	 
	4.	 	SEPARATION OF EMPLOYMENT
	 
	 	 	Except as set forth below, Units vest and may only be settled while the Unit holder is an
employee of the Company. If the Unit holder’s employment is terminated, the Units shall continue
to vest pursuant to the schedule set forth in subparagraph 1(a) above, and the Unit holder or his
or her legal representative shall have the right to settlement of the Units after such
termination only as follows:





	 	(a)	 	If the Unit holder dies while employed by the Company, the person named on the Unit
holder’s Beneficiary Designation form shall be entitled to settlement of the Units. If no
valid Beneficiary Designation form is on file with the Company, then the person to whom the
Unit holder’s rights have passed by will or the laws of descent and distribution shall be
entitled to settlement of the Units. If the Units were granted at least six months prior to
the death of the Unit holder while employed by the Company,







1 | Performance Share Unit Award Agreement


 







 









the Unit holder’s beneficiary shall be entitled to a prorated payment with respect to vested
Units based on the period of service during the term of this Agreement. If the Units were
granted less than six months prior to death, the Units shall be forfeited as of the date of
death with no rights to a prorated payment at settlement.




	 	(b)	 	If the Unit holder is separated due to his or her disability, as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Units were
granted at least six months prior to such separation, and the Unit holder provides Nordstrom
Leadership Benefits with reasonable documentation of the Unit holder’s disability, the Unit
holder (or his or her beneficiary) shall be entitled to a prorated payment with respect to
vested Units based on the period of service during the term of this Agreement. If the Units
were granted less than six months prior to separation due to the Unit holder’s disability,
the Units shall be forfeited as of the date of separation with no rights to a prorated
payment at settlement.
	 
	 	(c)	 	If the Unit holder is separated due to retirement between the ages of 53 and 57 with 10
years of continuous service to the Company from the most recent hire date, or upon attaining
age 58, and the Units were granted at least six months prior to such separation, the Unit
holder (or his or her beneficiary) shall be entitled to a prorated payment with respect to
vested Units based on the period of service during the term of this Agreement. If the Units
were granted less than six months prior to retirement, the Units shall be forfeited as of
the date of retirement with no rights to a prorated payment at settlement.
	 
	 	(d)	 	If the Unit holder’s employment is terminated due to his or her embezzlement or theft of
Company funds, defraudation of the Company, violation of Company rules, regulations or
policies, or any intentional act that harms the Company, such Units, to the extent not
vested and settled as of the date of termination, shall be forfeited as of that date.
	 
	 	(e)	 	If the Unit holder is separated for any reason other than those set forth in
subparagraphs (a), (b), (c) and (d) above, Units, to the extent not vested and settled as of
the date of his or her separation, shall be forfeited as of that date.






Notwithstanding anything above to the contrary, if at any time during the term of this Award, the
Unit holder directly or indirectly, either as an employee, employer, consultant, agent,
principal, partner, shareholder, corporate officer, director or in any other capacity, engages or
assists any third party in engaging in any business competitive with the Company; divulges any
confidential or proprietary information of the Company to a third party who is not authorized by
the Company to receive the confidential or proprietary information; or improperly uses any
confidential or proprietary information of the Company, then the post-separation proration of
Units and settlement rights set forth above shall cease immediately, and all outstanding vested
but not settled and unvested portions of the Award shall be forfeited.




	5.	 	TERM OF UNITS
	 
	 	 	Units not certified by the Compensation Committee as having vested as of the end of the
Performance Cycle for which the Units were awarded, shall be forfeited.
	 
	6.	 	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
	 
	 	 	The number and kind of shares of Common Stock subject to this Award shall be appropriately
adjusted pursuant to the Plan to reflect any stock dividend, stock split, split-up, extraordinary
dividend distribution, or any combination or exchange of shares, however accomplished.
	 
	7.	 	ADDITIONAL UNITS
	 
	 	 	The Compensation Committee may or may not grant the Unit holder additional Units in the future.
Nothing in this Award or any future Award should be construed as suggesting that additional Unit
awards to the Unit holder will be forthcoming.
	 
	8.	 	LEAVES OF ABSENCE
	 
	 	 	For purposes of this Award, the Unit holder’s service does not terminate due to a military leave,
a medical leave or another bona fide leave of absence if the leave was approved by the Company in
writing and if continued crediting of service is required by the terms of the leave or by
applicable law. But, service terminates when the approved leave ends unless the Unit holder
immediately returns to active work.
	 
	9.	 	TAX WITHHOLDING
	 
	 	 	In the event that the Company determines that it is required to withhold any tax as a result of
the settlement of Units, the Unit holder shall make arrangements satisfactory to the Company to
enable it to satisfy all withholding requirements.
	 
	10.	 	RIGHTS AS A SHAREHOLDER
	 
	 	 	Neither the Unit holder nor the Unit holder’s beneficiary or representative shall have any
rights as a shareholder with respect to any Common Stock subject to these Units, unless and until
the Units vest and are settled in shares of Common Stock of the Company.
	 
	11.	 	NO RETENTION RIGHTS
	 
	 	 	Nothing in this Agreement or in the Plan shall give the Unit holder the right to be retained by
the Company (or a subsidiary of the Company) as an employee or in any capacity. The Company and
its subsidiaries reserve the right to terminate the Unit holder’s service at any time, with or
without cause.
	 
	12.	 	CLAWBACK POLICY
	 
	 	 	The Units, and for the avoidance of doubt, the proceeds (Common Stock or cash) received in
connection with the settlement of the Units or subsequent sale of such issued Common Stock, shall
be subject to the Clawback Policy adopted by the Company’s Board, which provides as follows:
	 
	 	 	To the extent permitted by law, if the Board, with the recommendation of the Compensation
Committee, determines that any bonus, equity award, equity equivalent award or other incentive
compensation has been awarded or received by a Section 16 executive officer of the Company, and
that:






	 	(a)	 	such compensation was based on the achievement of certain financial results that were
subsequently the subject of a material restatement of the Company’s financial statements
filed with the Securities and Exchange Commission,
	 
	 	(b)	 	the Section 16 executive officer engaged in grossly negligent or intentional misconduct
that caused or substantially caused the need for the material restatement, and
	 
	 	(c)	 	the amount or vesting of the bonus, equity award, equity equivalent or other incentive
compensation would have been less had the financial statements been correct,






then the Board shall recover from the Section 16 executive officer such
compensation (in whole or in part) as it deems appropriate under the circumstances.




In the event the Clawback Policy is deemed unenforceable with respect to the Units, or with
respect to the proceeds received in connection with the settlement of the Units or subsequent
sale of such issued Common Stock, then the award of Units subject to this Agreement shall be
deemed unenforceable due to lack of adequate consideration.




	13.	 	ENTIRE AGREEMENT
	 
	 	 	The Notice, this Agreement and the Plan constitute the entire contract between the parties hereto
with regard to the subject matter hereof. They supersede any other agreements, representations or
understandings (whether oral or written and whether express or implied) that relate to the
subject matter hereof.
	 
	 	 	This Agreement may not be modified or amended, except for a unilateral amendment by the Company
that does not materially adversely affect the rights of the Unit holder under this Agreement. No
party to this Agreement may unilaterally waive any provision hereof, except in writing. Any such
modification, amendment or waiver signed by, or binding upon, the Unit holder, shall be valid and
binding upon any and all persons or entities who may, at any time, have or claim any rights under
or pursuant to this Agreement.
	 
	14.	 	CHOICE OF LAW
	 
	 	 	This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Washington, as such laws are applied to contracts entered into and performed in such State.
	 
	15.	 	SEVERABILITY
	 
	 	 	If any provision of this Agreement shall be invalid or unenforceable, such invalidity or










2 | Performance Share Unit Award Agreement




 









 









unenforceability shall attach only to such provision and shall not in any manner affect or render
invalid or unenforceable any other severable provision of this Agreement, and this Agreement
shall be carried out as if such invalid or unenforceable provision were not contained herein.




	16.	 	CODE SECTION 409A
	 
	 	 	The Company reserves the right, to the extent the Company deems reasonable or necessary in its
sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure
that all vesting or delivery of compensation provided under this Agreement is made in a manner
that complies with Section 409A of the Code, together with regulatory guidance issued thereunder.








3 | Performance Share Unit Award Agreement