EX-10.2



 Exhibit 10.2 

Restricted Stock Unit Award Agreement 

2014 
 AN AWARD (“Award”) OF
RESTRICTED STOCK UNITS (“Units”), representing a number of shares of Nordstrom Common Stock (“Common Stock”) as noted in the 2014 Notice of Award of Restricted Stock 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. 2010 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 CONVERSION OF UNITS 

 Unless otherwise specified within this Agreement, the
Units will vest and automatically convert into Common Stock according to the applicable terms set forth in the Notice. For the avoidance of doubt, only Common Stock shall be deliverable upon the vesting of the Units, not cash. The Company shall not
be required to issue fractional shares of Common Stock upon conversion of the Units into Common Stock. The delivery of the shares on vesting of the Units is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), together with regulatory guidance issued thereunder, and shall occur as soon as practicable after the applicable vesting date. 
  

	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, Common Stock may be delivered in respect
of the Units during the lifetime of the Unit holder only to the Unit holder or to the guardian or legal representative of the Unit holder. The terms of the Agreement shall be binding on the executors, administrators, heirs and successors of the Unit
holder. 



	4.	SEPARATION OF EMPLOYMENT 

 Except as set forth below, the Units will vest, and shares
of Common Stock will be delivered in respect of the Units, only if the Unit holder is an employee of the Company at the vesting date. If the Unit holder’s employment with the Company is terminated, the Unit holder or his or her legal
representative shall have the right to continued vesting of the Units and delivery of Common Stock only as follows: 
  

	 	(a)	If the Unit holder dies while employed by the Company and the Units were granted at least six months prior to the date of the Unit holder’s death, any Units represented by the Award shall immediately vest as of the
date of the Unit holder’s death and be delivered as Common Stock promptly thereafter. Shares shall be issued in the name of the person identified on the Unit holder’s Beneficiary Designation form on file with the Company. If no valid
Beneficiary Designation form is on file with the Company, then the Common Stock delivered pursuant to the preceding sentence shall be issued in the name of the person to whom the Unit holder’s rights under this Agreement have passed by will or
the laws of descent and distribution. If the Units were granted less than six months prior to death, the Units shall be forfeited as of the date of death. 

  

	 	(b)	If the Unit holder is separated due to his or her disability, as defined in Section 22(e)(3) of the Code, the Units were granted at least six months prior to such separation, and the Unit holder provides Nordstrom
Leadership Benefits with reasonable documentation of his or her disability, any Units represented by this Award shall immediately vest as of the date of such separation and be delivered as Common Stock promptly thereafter. 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.



 


  

					
		  	1 of 3	  	









 

	 	(c)	If the Unit holder terminates employment after having met any of the requirements set forth below, and the Units were granted at least six months prior to the termination date, the Units shall continue to vest in
accordance with the terms of the Notice notwithstanding such termination of employment: 

  

	 	(i)	the Unit holder was born on or before March 3, 1956; 

  

	 	(ii)	the Unit holder was born on or before March 3, 1961, but after March 3, 1956, and as of March 3, 2014 had 10 continuous years of service to the Company from the most recent hire date with the Company or a
Company subsidiary; or 

  

	 	(iii)	the Unit holder has attained age 55 with 10 continuous years of service to the Company from the most recent hire date with the Company or a Company subsidiary. 


If the Units were granted less than six months prior to termination, the Units shall be forfeited as of the date of termination. 

 

	 	(d)	If the Unit holder is separated for any reason other than those set forth in subparagraphs (a), (b) or (c) above, then all Units represented by this Award shall be forfeited as of the date of the Unit
holder’s separation. 

 Notwithstanding anything above to the contrary, if at any time during the term of Unit
holder’s employment with the Company, 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 information; or improperly
uses any confidential or proprietary information of the Company, then any Units represented by this Award and any Common Stock delivered on vesting of such Units shall be immediately forfeited. 

 

	5.	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION 

 The number and kind of Common Stock which
may be delivered on vesting of the Units 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.

  

	6.	NO DIVIDEND RIGHTS 

 Except to the extent required pursuant to Section 5 of this
Agreement, ownership of Units shall not entitle the Unit holder to receive any dividends declared with respect to Common Stock. 
  

	7.	ADDITIONAL UNITS 

 The Compensation Committee may or may not grant the Unit holder
additional Units in the future. Nothing in this Agreement or any future agreement should be construed as suggesting that additional Unit awards to the Unit holder will be forthcoming.




	8.	LEAVES OF ABSENCE 

 For purposes of this Agreement, 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 

 Each vested Unit will be automatically settled by the delivery of one
share of Common Stock to the Unit holder, subject to satisfaction of tax withholding obligations and compliance with securities laws and other applicable laws. 
  

	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 which may be issuable upon vesting and conversion of the Units, unless and until the Units actually vest and are thereafter converted into Common
Stock. 
  

	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 other 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 any Common Stock delivered upon vesting of the Units
and the proceeds from any sale of such Common Stock, shall be subject to the Clawback Policy adopted by the Board, as amended from time to time. 

In the event the Clawback Policy is deemed unenforceable with respect to the Units or with respect to the Common Stock deliverable or
delivered upon vesting of the Units, 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.


 


  

	
	2 of 3









 

	14.	CHOICE OF LAW 

 This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Washington without regard to principles of conflicts of laws, 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 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 Common Stock provided under this Agreement is made in a manner that complies with
Section 409A of the Code, together with regulatory guidance issued thereunder. 

 

  
 



 

  

					
		  	3 of 3