EX-10.2






Exhibit 10.2




AGREEMENT




     This Agreement is made this                      day of                     , 2008, between Genesco Inc., a Tennessee
corporation (the “Company”), and                     , an officer of the Company (the “Officer”).



     WHEREAS, the Company and the Officer are aware of the increased exposure to litigation by
officers of publicly-owned companies in the course of exercising their duties;



     WHEREAS, the Company and the Officer are also aware of conditions in the insurance industry
that have affected the Company’s ability to obtain adequate directors’ and officers’ liability
insurance coverage on an economically acceptable basis;



     WHEREAS, the Company desires to continue to benefit from the services of highly-qualified and
experienced persons such as the Officer;



     WHEREAS, the Tennessee Business Corporation Act (the “Act”) and the bylaws of the Company
provide for the indemnification of officers under certain circumstances;



     WHEREAS, the Company and the Officer recognize the potential inadequacy of the protection
available to officers under the Act, the Company’s bylaws and directors’ and officers’ liability
insurance; and



     WHEREAS, the Act and bylaws specifically provide that the indemnification provided thereunder
is not exclusive;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
the parties hereby agree as follows:



     Section 1. Service by Officer. The Officer agrees to continue to serve as an Officer
of the Company, provided that, subject to the terms and conditions of the Officer’s employment
protection agreement, the Officer or the Company may terminate the Officer’s employment at any time
and for any reason.



     Section 2. Indemnification. To the maximum extent permitted by law, subject to the
limitations contained in Section 4 or otherwise in this Agreement, the Company shall indemnify the
Officer against any Liability or Expense incurred in a Proceeding by reason of (or arising in part
out of) an Indemnifiable Event, except that the Company shall not be required to indemnify the
Officer for any Liability or Expenses incurred in a Proceeding initiated by or on behalf of the
Officer or to which the Officer voluntarily becomes a party unless (i) the Company has joined in or
the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is
one to enforce indemnification rights; or (iii) the Proceeding is instituted after a Change in
Control. If the Officer is entitled under any provision of this Agreement to indemnification by
the Company for some or a portion of any Liability or Expenses, but not, however, for the total
amount thereof, the Company shall nevertheless indemnify the Officer for the portion thereof to
which the Officer is entitled.



 









 




Notwithstanding any other provision of this Agreement, to the extent that the Officer has been
successful on the merits in defense of any Proceeding relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein, the Officer shall be indemnified
against all Liabilities and Expenses actually and reasonably incurred by the Officer or on the
Officer’s behalf in connection therewith.




     Section 3. Expense Advances. If so requested by the Officer, the Company shall advance
the reasonable Expenses incurred by the Officer in a Proceeding by reason of (or arising in part
out of) an Indemnifiable Event, except that the Company shall not be required to advance Expenses
to the Officer incurred in a Proceeding initiated by or on behalf of the Officer or to which the
Officer voluntarily becomes a party unless (i) the Company has joined in or the board of directors
has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce
indemnification rights; or (iii) the Proceeding is instituted after a Change in Control. Expense
advancements shall be provided within thirty (30) calendar days of the Officer furnishing the
Company a request of such advance or advances, and: (a) a written affirmation, personally signed
by or on behalf of the Officer, of his good faith belief that he conducted himself in good faith
and in the reasonable belief that his conduct was in the Company’s best interest if he was acting
in his official capacity, or in all other cases not opposed to the Company’s best interests, and in
the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful; and
(b) a written undertaking (in the form of an unlimited general obligation of the Officer, which
need not be secured), personally signed by or on behalf of the Officer to repay any advances, if a
judgment or final adjudication adverse to the Officer establishes his liability contrary to his
affirmation. Such advances are deemed to be an obligation of the Company to the Officer hereunder
and shall in no event be deemed a personal loan.



     Section 4. Limitations on Indemnification. No indemnification pursuant to this
Agreement may be made (a) in advance of a final disposition of the Proceeding for which
indemnification is sought, (b) for any Liability or Expenses for which the Officer has been
reimbursed by insurance or otherwise or (c) if a judgment or other final adjudication adverse to
the Officer establishes that he did not conduct himself in good faith and in the reasonable belief
that his conduct was in the Company’s best interest if he was acting in his official capacity, or
in all other cases not opposed to the Company’s best interests, and in the case of a criminal
proceeding, had no reasonable cause to believe his conduct was unlawful or his liability for
profits made from the purchase or sale by the Officer of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar
provisions of any federal or state statutes or regulations. A settlement without the Company’s
prior written consent shall not be deemed a final disposition, and no indemnification for any
amount paid in such a settlement may be made under this Agreement.



     Section 5. Non-Exclusive Rights. The Officer’s rights to indemnification and
advancement of expenses under this Agreement are intended to be cumulative and not exclusive of
other rights to which the Officer may be entitled under any insurance policy, the Act or bylaws of
the Company or a resolution of shareholders or directors providing for indemnification. The
Officer’s right to indemnification as provided in Sections 2 and 3 of this Agreement are intended
to be greater than those which are otherwise provided for in the Act and in excess of those
provided in the



 









 




Company’s bylaws, notwithstanding the Officer’s failure to meet the standard of conduct
required for permissive indemnification under the Act.




     Section 6. Liability Insurance. The Company currently has in force policies of
directors’ and officers’ liability insurance (“Liability Insurance”). The Company agrees to
furnish to the Officer copies of such Liability Insurance policies upon his request. The Company
further agrees that, so long as the Officer shall continue to serve as an officer of the Company,
the Company will, subject to the limitations set forth below, endeavor to purchase and maintain in
force for the benefit of the Officer one or more policies of Liability Insurance providing coverage
at least comparable to that provided under the policies currently in force and in no event less
than that provided for the benefit of any other officer. The Company shall not be required to
maintain such Liability Insurance in force if, in the sole judgment of the board of directors of
the Company serving at the time such judgment is made, Liability Insurance is not reasonably
available, the cost of such insurance is disproportionate to the amount of the coverage or such
insurance is so limited that there is an insufficient benefit from such insurance.



     Section 7. Notification and Defense of Claim. If a claim is made against the Company
with respect to any Proceeding under this Agreement, the Officer shall notify the Company of the
commencement of such Proceeding promptly after receipt by the Officer of notice of the commencement
thereof. With respect to any such Proceeding as to which the Officer notifies the Company of the
commencement thereof, (i) the Company shall be entitled to participate therein at its own expense
and (ii) except as otherwise provided below, shall be entitled to assume the defense thereof, with
counsel reasonably satisfactory to the Officer. After notice from the Company to the Officer of
its election to assume the defense thereof, the Company shall not be liable to the Officer under
this Agreement for any legal expenses subsequently incurred by the Officer in connection with the
defense thereof. The Officer shall have the right to employ his own counsel in such Proceeding,
but the fees and expenses of such counsel incurred after notice from the Company of its assumption
of the defense thereof shall be at the expense of the Officer, unless (i) the employment of such
counsel by the Officer has been authorized by the Company, (ii) the Officer shall have reasonably
concluded that there may be a conflict of interest between the Company and the Officer in the
conduct of his defense in such Proceeding or (iii) the Company shall have failed to promptly employ
its counsel to assume the defense in such Proceeding, in each of which cases the fees and expenses
of the Officer’s counsel shall be paid by the Company. The Company shall not be entitled to assume
the defense in any Proceeding brought by or on behalf of the Company as to which the Officer shall
have reasonably concluded that there may be a conflict of interest between the Company and the
Officer in the conduct of his defense.



     Section 8. Settlement. The Company shall not settle any claim in any manner which
would impose any penalty or any injunctive relief restricting the activities of the Officer without
the Officer’s written consent. The Officer shall not unreasonably withhold his consent to any
proposed settlement which does not impose a fine or injunctive relief, if the Company pays all
amounts due under such settlement immediately upon such settlement becoming effective.



     Section 9. Cooperation of Officer. The Officer shall cooperate with the person or
persons making the determination on behalf of the Company with respect to the Officer’s entitlement



 









 




to indemnification under this Agreement, including providing any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to
the Officer and relevant to such determination.




     Section 10. Certain Presumptions and Burden of Proof. If the person or persons
making such determination on behalf of the Company with respect to the Officer’s entitlement to
indemnification or advancement of Expenses shall not have reached a decision within sixty (60) days
after receipt by the Company of the Officer’s request therefor, the Officer shall be deemed to be
entitled thereto; provided, however, such sixty-day period may be extended for a reasonable time,
not to exceed an additional thirty (30) days, if the person or persons making the determination
decide in good faith that additional time is required for obtaining or evaluating documentation or
other relevant information. In any suit by the Officer to enforce his rights under this Agreement,
(i) the Officer shall be presumed to be entitled to indemnification, subject to the Company’s
ability to rebut such presumption, and (ii) the termination of a proceeding by a judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the Officer did not act in good faith, did not meet a particular standard of
conduct, did not have any particular belief, or that a court has determined that indemnification is
not permitted by applicable law. For purposes of any determination of good faith, the Officer
shall be presumed to have acted in good faith, if he relied on information, opinions, reports or
statements, including financial statements or other financial data prepared or presented by one or
more officers or employees of the Company whom the Officer reasonably believes to be reliable and
competent in the matters presented or by legal counsel, public accountants or other persons as to
matters the Officer reasonably believes are within the person’s professional or expert competence;
provided, however, the Officer shall not be presumed to be acting in good faith, if he has actual
knowledge concerning the matter in question that makes such reliance unwarranted. An officer’s
conduct with respect to an employee benefit plan for a purpose he reasonably believes to be in the
interest of the participants in, and beneficiaries of, the plan is conduct not opposed to the
Company’s best interests.



     Section 11. Letter of Credit. Unless to do so would constitute a breach of any loan
agreement or indenture or any other material agreement binding on the Company, upon the occurrence
of a Change in Control of the Company, the Company, upon written request of an Officer then
involved in a Proceeding, shall obtain an irrevocable standby letter of credit naming the Officer
as the sole beneficiary in an appropriate amount to cover the estimated Expenses of fully
contesting such Proceeding which are to be advanced to the Officer hereunder, but not less than
$500,000, issued by a bank or other financial institution having assets in excess of $100,000,000
and containing terms and conditions reasonably satisfactory to the Officer (the “Letter of
Credit”). The Letter of Credit shall provide that the Officer may from time to time draw amounts
thereunder to pay such Expenses as incurred upon presentation to the issuer thereof of (i) copies
of the Officer’s written affirmations and written undertaking and the written opinion of his
counsel required under Section 3 above and (ii) a written certification personally signed by or on
behalf of the Officer that the Officer has made demand upon the Company for the amount he is
seeking under the Letter of Credit and that the Company has refused to pay such amount to the
Officer and that the Officer believes in good faith that he is entitled to such amount under the
terms of this Agreement. Once the Company has obtained the Letter of Credit required by this
Section 11, the Company shall renew the Letter of Credit or



 









 




obtain a substitute letter of credit meeting the criteria specified above so that the Letter of
Credit shall always have at least one year of its term remaining.




     Section 12. Contribution. If full indemnification as provided in Section 2 hereof
may not be paid to the Officer because such indemnification is prohibited by law, then in any
Proceeding in which the Company is jointly liable with the Officer (or would be if joined in such
Proceeding) the Company shall contribute to the amount of Liability and Expenses incurred by the
Officer for which indemnification is not available in such proportion as is appropriate to reflect
(i) the relative benefits received by the Company on the one hand and the Officer on the other hand
from any transaction from which such Proceeding arose and (ii) the relative fault of the Company
and the Officer, as well as any other relevant equitable considerations.



     Section 13. Securities Act Liabilities. The Officer understands and agrees that with
respect to certain liabilities incurred under the Securities Act of 1933, the Company’s obligations
hereunder may be subject to undertakings contained in various registration statements filed by it
pursuant to the Securities Act of 1933, as those undertakings relate to the possible need for court
review of indemnification for such liabilities.



     Section 14. Subrogation. The Company shall be subrogated to the extent of any
payment to the Officer under this Agreement to all of the rights of recovery of the Officer with
respect to such payments against third parties (including, without limitation, the insurer under
any Liability Insurance policy, if applicable). The Officer shall do everything reasonably
necessary to secure such rights, including the execution of such documents as may be necessary or
desirable to enable the Company to bring suit to enforce such rights.



     Section 15. Duration of Agreement. This Agreement shall continue in effect during
the period Officer is an officer of the Company and shall continue until the final disposition of
all Proceedings for Indemnifiable Events, whether or not such Proceedings are instituted prior to
Officer ceasing to serve as an officer of the Company.



     Section 16. Period of Limitations. No legal action shall be brought and no cause of
action shall be asserted by or on behalf of the Company or any affiliate of the Company against the
Officer, the Officer’s spouse, heirs, executors or personal or legal representatives after the
expiration of two year from the date of accrual of such cause of action, or such longer period as
may be required by state law under the circumstances. Any claim or cause of action of the Company
or its affiliate shall be extinguished and deemed released unless asserted by the timely filing and
notice of a legal action within such period; provided, however, that if any shorter period of
limitations is otherwise applicable to any such cause of action, the short period shall govern.



     Section 17. Consent to Jurisdiction. The Company and the Officer each irrevocably
consent to the jurisdiction of the courts of the State of Tennessee for all purposes in connection
with any action or proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be brought only in the courts of the State of
Tennessee.



 









 





     Section 18. Severability. The provisions of this Agreement shall be severable in the
event any of the provisions hereof are held by a court of competent jurisdiction to be invalid,
void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the
fullest extent permitted by law and, to the fullest extent possible, shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or unenforceable.



     Section 19. Notices. All notices, requests, demands or other communications
hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand and
receipted for by the party to whom such notice or other communication shall have been directed or
if mailed by certified registered mail with postage prepaid or if delivered by a private express
package or similar service providing receipt against delivery. All such notices and other
communications shall be deemed received on the earlier of actual receipt or the third business day
after the date on which it is so delivered or mailed:



     If to the Officer to:



                                                                 



                                                                 



                                                                 


or to such other address as may be furnished to the Company by the Officer by notice similarly
given; or




     If to the Company to:


Genesco Inc.

1415 Murfreesboro Pike

Nashville, Tennessee 37217

Attention: Secretary



or to such other address as may be furnished to the Officer by the Company by notice similarly
given.




     Section 20. Governing Law. This Agreement shall be governed by, and be construed and
enforced in accordance with, the laws of the State of Tennessee applicable to contracts made and to
be performed in such State without giving effect to the principles of conflicts of laws.



     Section 21. Changes in Law. To the extent that a change in applicable law (whether by
statute or judicial decision) shall permit broader indemnification or advancement of Expenses than
is provided under the terms of the organizational documents of the Company and this Agreement, the
Officer shall be entitled to such broader indemnification and advancement, and this Agreement shall
be deemed to be amended to such extent.



     Section 22. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by and against the parties hereto and their respective successors and



 









 







assigns, including without limitation any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company and
the spouse, heirs and personal representatives of the Officer. The Company shall require any
successor to all or substantially all of the business or assets of the Company, by written
agreement in form and substance satisfactory to the Officer, to expressly assume this Agreement.



     Section 23. Subsequent Amendments. No amendment, termination or repeal of any
provision of the charter or bylaws of the Company, or any respective successors thereto, or of any
relevant provision of any applicable law, unless in the case such amendment or change in law
permits the Company to provide broader indemnification rights than were permitted prior thereto,
shall affect or diminish in any way the rights of the Officer to indemnification, or the obligation
of the Company, arising under this Agreement, whether the alleged actions or conduct of the Officer
giving rise to the necessity of such indemnification arose before or after any such amendment,
termination or repeal. An Officer’s rights to indemnification and advancement under this Agreement
and the Company’s bylaws shall vest as of the date he became or becomes an officer of the Company.



     Section 24. Modification and Waiver. This Agreement supersedes in its entirety any
existing or prior agreement between the Company and the Officer pertaining to indemnification and
advancement rights. No supplement, modification, amendment, termination or assignment of this
Agreement shall be effective unless in writing signed by both parties hereto. No waiver of any
provisions of this Agreement shall be binding unless executed in writing by the party making the
waiver.



     Section 25. Definitions.



     (a) “Change in Control” means a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange
Act, provided that, without limitation, such a change in control shall be deemed to have occurred
if and when (i) any “person” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) is or becomes a beneficial owner, directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of the Company’s then outstanding
securities or (ii) individuals who are members of the board of directors of the Company immediately
prior to a meeting of the shareholders of the Company involving a contest for the election of
directors do not constitute a majority of the board of directors following such election.



     (b) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating or being or preparing to be a witness in a Proceeding. Expenses
shall also include Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its equivalent. In addition, Expenses shall include any
expenses of establishing a right to indemnification.



 









 





     (c) “Indemnifiable Event” means any event or occurrence that takes place either prior to or
after the execution of this Agreement, related to the fact that the Officer is or was an officer
and/or director of the Company, or while the Officer is or was serving at the request of the
Company as an officer and/or director of another foreign or domestic corporation, partnership,
joint venture, employee benefit plan, trust, or other enterprise, or was an officer and/or director
of a foreign or domestic corporation that was a predecessor corporation of the Company or another
enterprise at the request of such predecessor corporation, or related to anything done or not done
by the Officer in any such capacity, whether or not the basis of the Proceeding is alleged action
in an official capacity as an officer or in any other capacity while serving as an officer of the
Company, as described above.



     (d) “Liability” means the obligation to pay a judgment, settlement, penalty or fine (including
an excise tax or penalty assessed with respect to an employee benefit plan).



     (e) “Proceeding” means any threatened, pending or completed action, suit, arbitration,
alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any
other actual, threatened or completed proceeding, including any and all appeals, whether conducted
by the Company or any other party, whether civil, criminal, administrative, investigative, or
other, whether formal or informal, and in each case whether or not commenced prior to the date of
this Agreement, that relates to an Indemnifiable Event.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first set forth above.



	 	 	 	 	 
	 	GENESCO INC.

 	 
	 	By:  	 
 	 
	 	 	Hal N. Pennington 	 
	 	 	Chairman