exv10wa






Exhibit (10)a.




GENESCO INC.

RESTRICTED SHARE AWARD AGREEMENT




     THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the
___ day of
                    , 200___ (the “Grant Date”), between Genesco Inc., a Tennessee
corporation, together with its subsidiaries (the “Company”), and                                          (the
“Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such
terms in the Genesco Inc. 2009 Equity Incentive Plan (the “Plan”).



     WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of
the Company’s common stock, par value $1.00 per share (the “Common Stock”); and



     WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has
granted an award of restricted shares to the Grantee as provided herein;



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:



     1. Grant of Restricted Shares.



          (a) The
Company hereby grants to the Grantee an award (the “Award”) of                      shares
of Common Stock (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in
this Agreement and as otherwise provided in the Plan.




          (b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior
to the dates on which the restrictions shall lapse in accordance with Sections 2 and
3 hereof.




     2. Terms and Rights as a Stockholder.



          (a) Except as provided herein and subject to such other exceptions as may be determined by the
Committee in its discretion, the “Restricted Period” shall lapse as to the Restricted Shares in
accordance with the following schedule provided that Grantee has been continuously employed by the
Company from the date of this Agreement through the lapse date:




	 	 	 	 	 
	 	 	Percentage of Total Number of Restricted Shares
	Lapse Date	 	as to which Forfeiture Restrictions Lapse
	First Anniversary of the
Date of this Agreement
	 	 	25	%
	Second Anniversary of the
Date of this Agreement
	 	 	25	%
	Third Anniversary of the
Date of this Agreement
	 	 	25	%
	Fourth Anniversary of the
Date of this Agreement
	 	 	25	%






 









 





          (b) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares,
including the right to receive dividends and the right to vote such Shares, subject to the
following restrictions:




               (i) the Grantee shall not be entitled to delivery of the stock certificate for any Shares
until the expiration of the Restricted Period as to such Shares;



               (ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of during the Restricted Period as to such Shares; and



               (iii) except as otherwise determined by the Committee at or after the grant of the Award
hereunder, any Restricted Shares as to which the applicable “Restricted Period” has not expired
shall be forfeited, and all rights of the Grantee to such Shares shall terminate, without further
obligation on the part of the Company, unless the Grantee remains in the continuous employment of
the Company for the entire Restricted Period.


Any Shares, any other securities of the Company and any other property (except for cash dividends)
distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms
and conditions as such Restricted Shares.




          (c) Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to
all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously
terminated) upon a Change in Control subject to Sections 13.1 and 13.3 of the Plan.



Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to a portion
(to be calculated by the Committee in its sole discretion in proportion to Grantee’s length of
employment during the Restricted Period) of the Restricted Shares awarded hereunder (as to which
such Restricted Period has not previously terminated) upon the termination of the Grantee’s
employment from the Company, a Subsidiary or Affiliate without cause (to be determined in the sole
discretion of the Committee) or upon Grantee’s death or Disability.




     3. Termination of Restrictions. Following the termination of the Restricted Period,
all restrictions set forth in this Agreement or in the Plan relating to such portion or all, as
applicable, of the Restricted Shares shall lapse as to such portion or all, as applicable, of the
Restricted Shares, and a stock certificate for the appropriate number of Shares, free of the
restrictions and restrictive stock legend, shall, as soon as practicable, be delivered to the
Grantee pursuant to the terms of this Agreement.



     4. Delivery of Shares.



          (a) As of the date hereof, certificates representing the Restricted Shares shall be registered
in the name of the Grantee and held by the Company or transferred to a custodian appointed by the
Company for the account of the Grantee subject to the terms and conditions of the Plan and shall
remain in the custody of the Company or such custodian until their delivery to the Grantee as set
forth in Section 4(b) hereof or their reversion to the Company as set forth in Section
2(b)(iii) hereof.




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          (b) Certificates representing Restricted Shares in respect of which the applicable Restricted
Period has lapsed pursuant to this Agreement shall be delivered to the Grantee (or Grantee’s
personal representative, if applicable) as soon as practicable following the date on which the
restrictions on such Restricted Shares lapse.




          (c) Each certificate representing Restricted Shares shall bear a legend in substantially the
following form or substance:





THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN
THE GENESECO INC. 2009 EQUITY INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED SHARE
AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES
REPRESENTED HEREBY AND GENESCO INC. (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM
SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF
THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE
COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY.



     5. Effect of Lapse of Restrictions. To the extent that the Restricted Period
applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or
otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this
Agreement.



     6. No Right to Continued Employment. This Agreement shall not be construed as giving
Grantee the right to be retained in the employ of the Company, and the Company may at any time
dismiss Grantee from employment, free from any liability or any claim under the Plan but subject to
the terms of any employment agreement or other contractual provision between the Company and
Grantee.



     7. Adjustments. The Committee shall make equitable and proportionate adjustments in
the terms and conditions of, and the criteria included in, this Award in recognition of unusual or
nonrecurring events (including, without limitation, the events described in Section 4.2 of
the Plan) affecting the Company, or the financial statements of the Company, or of changes in
applicable laws, regulations, or accounting principles in accordance with the Plan.



     8. Amendment to Award. Subject to the restrictions contained in the Plan, the
Committee may waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would
materially and adversely affect the rights of the Grantee or any holder or beneficiary of the Award
shall not to that extent be effective without the consent of the Grantee, holder or beneficiary
affected.



     9. Withholding of Taxes. If the Grantee makes an election under Section 83(b) of the
Code with respect to the Award, the Award made pursuant to this Agreement shall be



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conditioned upon the prompt payment to the Company of any applicable withholding obligations
or withholding taxes by the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such
Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab
initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee
does not make an election under Section 83(b) of the Code with respect to the Award, upon the lapse
of the Restricted Period with respect to any portion of Restricted Shares (or property distributed
with respect thereto), the Company shall satisfy the required Withholding Taxes as set forth by
Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect
to Grantee and issue vested shares to the Grantee without restriction. The Company shall satisfy
the required Withholding Taxes by taking such action as it deems appropriate, including (a) by
withholding from the Shares included in the Award that number of whole shares necessary to satisfy
such taxes as of the date the restrictions lapse with respect to such Shares based on the Fair
Market Value of the Shares, (b) by receiving a cash payment from Grantee, or (c) by withholding
from other wages otherwise payable to Grantee.



     10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are
governed by the terms of the Plan, and in the case of any inconsistency between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall govern.



     11. Severability. If any provision of this Agreement is, or becomes, or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or
would disqualify the Plan or Award under any laws deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee, materially altering
the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.



     12. Notices. All notices required to be given under this Grant shall be deemed to be
received if delivered or mailed as provided for herein, to the parties at the following addresses,
or to such other address as either party may provide in writing from time to time.



	 	 	 	 	 
	 

	 	To the Company:
	 	Genesco Inc.
	 

	 	 	 	1415 Murfreesboro Road
	 

	 	 	 	Nashville, TN 37217
	 

	 	 	 	Attn: General Counsel
	 
	 	 	 	 	 	 
	 

	 	To the Grantee:
	 	The address then maintained with respect to the Grantee in the
Company’s records.






     13. Governing Law. The validity, construction and effect of this Agreement shall be
determined in accordance with the laws of the State of Tennessee without giving effect to conflicts
of laws principles.



     14. Successors in Interest. This Agreement shall inure to the benefit of and be
binding upon any successor to the Company. This Agreement shall inure to the benefit of the
Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted



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to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors,
administrators and successors.



     15. Resolution of Disputes. Any dispute or disagreement which may arise under, or as
a result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final,
binding and conclusive on the Grantee and the Company for all purposes.



     IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly
executed effective as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	GENESCO INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Please Print	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature	 	 











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