exv10wt






Exhibit (10)t.




March 29, 2010




Mr. Hal N. Pennington




Dear Hal:



This letter will memorialize our agreement (the “Agreement”) with respect to your employment by
Genesco Inc. (“Genesco”).





	1.	 	Chairman. You will continue in the office of chairman of Genesco
until April 1, 2010 (the “Transition Date”). Effective on the Transition Date, you will
resign that office.
	 
	2.	 	Employee Consultant. Effective from the Transition Date until the
“Termination Date” (as defined herein), you will continue to be employed by Genesco as a
consultant to the board of directors and chief executive officer. The “Termination Date” for
purposes of this Agreement means the date on which your employment by Genesco pursuant to this
Agreement ends, and will be the earliest of (i) March 31, 2011, (ii) the date of your
voluntary resignation or death, or (iii) the date of your termination for “Cause” (as defined
herein). Genesco may terminate your employment for “Cause,” which for purposes of this
Agreement means an act of dishonesty or gross misconduct which results or is intended to
result in material damage to Genesco’s business or reputation.
	 
	3.	 	Duties. Prior to the Transition Date, you will continue to perform
the duties of the office of chairman in substantially the same manner as you have been
accustomed to perform them. From and after the Transition Date, you will be reasonably
available to consult with the chief executive officer or members of the board of directors on
matters within your expertise, including matters of corporate governance and strategy, and to
perform such related duties as they may reasonably request. You will devote such time and
effort as may be reasonably necessary to discharge such responsibilities.
	 
	4.	 	Compensation and Benefits.






	 	(a)	 	Base Salary. Until the Transition Date, your
current base salary of $18,750.00 per month will remain in effect. After the
Transition Date until the Termination Date, Genesco will pay you a base salary of
$8,333.33 per month.




 









 










Mr. Hal Pennington

March 29, 2010

Page 2





	 	(b)	 	Benefits and Programs. Until the Termination
Date, you will remain eligible to participant in all employee benefit, insurance, and
compensation plans and programs for which you are eligible on the date of this
Agreement, except that you will not participate in the Company’s annual incentive
(EVA) plan for fiscal year 2011 or fiscal year 2012, and you will not receive a grant
of stock options, restricted stock, or other stock-based compensation during either
of those fiscal years. The termination of your employment on the Termination Date
shall be considered normal retirement under the Company’s retirement policy for
purposes of all employee benefit, insurance, and compensation plans and programs in
which you are a participant.
	 
	 	(c)	 	Employment Protection Agreement. The Employment
Protection Agreement (the “EPA”) between you and the Company dated as of April 24,
2002, as such agreement may be amended, shall remain in effect until the Termination
Date. If the “Effective Date” as defined in the EPA occurs between the Transition
Date and the Termination Date, however, the express provisions of this Agreement shall
control in the event of a conflict with Sections 3, 4, 5(b) or 5(c) of the EPA.






	5.	 	Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of Tennessee, without reference to conflict of laws
principles.




Please indicate your concurrence with the provisions of this Agreement by signing it in the space
indicated below.




	 	 	 	 	 
	 	GENESCO INC.

 	 
	 	By  	/s/ Robert J. Dennis
 	 
	 	 	Robert J. Dennis 	 
	 	 	President and Chief Executive Officer 	 


Confirmed and agreed:




	 	 	 	 	 
	 	 	 
	/s/ Hal N. Pennington
 	 	 
	Hal N. Pennington 	 	 
	 	 	 


Date: March 29, 2010