exv10w1





EXHIBIT
10.1



STATE OF NORTH CAROLINA




COUNTY OF MECKLENBURG




TRANSITION AGREEMENT




     THIS TRANSITION AGREEMENT (this “Agreement”) made and entered into as of the 23rd day of June,
2009 by and between BELK, INC., for and on behalf of itself and its subsidiaries, including but not
limited to Belk Stores Services, Inc. and Belk Merchandising LLC (hereinafter referred to
collectively as the “Company”), and H. W. MCKAY BELK (hereinafter referred to as “Mr. Belk”).



WITNESSETH:




     WHEREAS, Mr. Belk has been employed by the Company and its predecessors for thirty years, and
during that time has provided invaluable service to the Company and its stockholders in various
roles, including his current role as President and Chief Merchandising Officer; and



     WHEREAS, Mr. Belk has made a decision to transition out of the Company’s full time management
in order to devote more of his time to ministry related activities; and



     WHEREAS, in order to facilitate a smooth transition, Mr. Belk has agreed to effect this
transition over the period of time as particularly described hereinafter, and to continue during
such period to provide services to the Company in matters relating to merchandising strategy and
vendor relationships;



     NOW, THEREFORE, in consideration of the mutual covenants and promises stated in this document
by the Company and Mr. Belk to each other and for other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged by the parties, the parties
agree that:



 









 





     1. Sabbatical Period. Mr. Belk will continue his full time employment with the
Company through August 2, 2009, which will be his last full day of work. From August 3, 2009
through August 1, 2010, Mr. Belk will be on sabbatical (the “sabbatical period”). During the
sabbatical period, Mr. Belk will remain an associate (i.e., employee) of the Company as President
and Chief Merchandising Officer. In such capacity, Mr. Belk will be available as needed to provide
assistance to the Company on matters relating to merchandising strategy and vendor relations. Such
assistance will be provided on a reasonable schedule, mutually agreed upon by Mr. Belk and the
Company’s Chief Executive Officer. Mr. Belk will remain on the Company’s payroll at a salary of
$763,516 for the sabbatical period, and his salary for the sabbatical period will be paid in equal
installments over the sabbatical period on each regularly scheduled pay day in accordance with the
Company’s standard payroll practice for associates, as the same may change from time to time, but
no less frequently than monthly. For the Company’s fiscal year ending on January 30, 2010 (“FY10”)
only, Mr. Belk will be eligible to participate in the Company’s Annual Incentive Plan as if he had
been employed on a full time basis throughout FY10, as long as he continues to be an employee
throughout FY10; provided, however, Mr. Belk will not be entitled to participate in any new
incentive compensation plans that may be put in place for the third or fourth quarters of FY10,
including for such purposes any revisions of the goals in the Annual Incentive Plans designed to
incent performance during the third or fourth quarters. Mr. Belk will not be entitled to
participate in any Company incentive compensation plans for years subsequent to FY10. During the
sabbatical period, Mr. Belk shall continue to have an office and secretarial assistance (from his
current administrative assistant or another administrative assistant approved by Mr. Belk) at the
Company’s headquarters.



2









 





     2. Vice Chairman Period. From August 2, 2010 through January 28, 2012, Mr. Belk will
remain an associate with the Company in the role of Vice Chairman (the “Vice Chairman period”).
Mr. Belk will continue to provide assistance to the Company, on a consulting basis in the manner
described previously herein, on matters relating to merchandising strategy and vendor relations.
From August 2, 2010 through January 29, 2011, Mr. Belk’s salary will be $381,758, paid on each pay
day during such period in equal installments on each regularly scheduled pay day during such period
in accordance with the Company’s standard payroll practice for associates, as the same may change
from time to time, but no less frequently than monthly. From January 30, 2011 through January 28,
2012, Mr. Belk’s salary will be $381,758, paid on each pay day during such period in equal
installments in accordance with the Company’s standard payroll practice for associates, as the same
may change from time to time, but no less frequently than monthly. Mr. Belk will not be entitled
to participate in any Company incentive compensation plans during the Vice Chairman period.



     3. Benefits.




     (a) During both the sabbatical period and the Vice Chairman period, the Company agrees
that Mr. Belk’s current benefits with the Company, including without limitation
medical/dental/vision insurance, 401(k) savings plan, 401(k) restoration plan, pension plan,
pension restoration plan, deferred compensation plan, supplemental executive retirement plan
(SERP), basic and optional life insurance, personal accident insurance, short term
disability insurance, long term disability insurance, and SERP insurance will remain in
effect, so long as Mr. Belk pays the required associate premiums. Mr. Belk will also be
entitled to employee merchandise discounts, use of a Company automobile and a CEO
membership.



3









 






     (b) Notwithstanding anything to the contrary contained herein in this Paragraph 3, (i)
Mr. Belk shall have no greater right to receive the benefits described herein than he would
have had if he had remained a full time associate in his current position and (ii) such
benefits shall be subject to termination, amendment, suspension or reduction on the same
basis as other Belk associates receiving such benefits during such time.




     (c) The Company also agrees to make additional annual payments to Mr. Belk on March 1,
2010 and March 1, 2011 in the amount of $49,825 each, which represent the after tax cost of
premiums payable on life insurance on Mr. Belk previously funded by the Company under a
split dollar insurance agreement.



     4. Confidentiality and Compliance with Various Policies.




     (a) Mr. Belk acknowledges that he has been and may be privy to confidential information
of the Company and its affiliates which includes, but is not limited to, sales and marketing
information, financial or statistical data, acquisition or merger information, strategic
plans or plans for future business development, plans regarding sales of assets and other
information not known to the public, which, if misused or disclosed, could adversely affect
the business or standing of the Company and its affiliates and members. Mr. Belk agrees
that Mr. Belk will not knowingly or intentionally disclose any such confidential information
to any person, agency, institution, company or other entity, and he will not use any
confidential information in any way except as required by his duties to the Company or by
law, without having first obtained the written consent of the Company’s Chief Executive
Officer or designee. Mr. Belk further agrees that at or before the conclusion of the Vice
Chairman period, Mr.



4









 







Belk will return to the Company, upon request, all property belonging to the Company
and any other property or documents which may contain or record any information confidential
to the Company. Mr. Belk acknowledges that the Company would be irreparably harmed if he
were to breach his obligations under this Paragraph 4(a) and that the Company shall be
entitled to injunctive relief for the purpose of enforcing this provision.




     (b) Mr. Belk acknowledges and agrees that, during the full term of the sabbatical
period and the Vice Chairman period, he will continue to comply with his obligations as an
employee of the Company, including the obligations set forth in the Company’s Associate
Handbook, Acceptable Business Practices Policy and Code of Ethics for Senior Executive and
Financial Officers. Mr. Belk further agrees to cooperate with the Company in any pending or
future matters, including without limitation, any litigation, investigation or other dispute
in which he has, by virtue of his employment with the Company, relevant knowledge or
information.



     5. Repurchase of Stock. On or before July 1, 2009, the Company agrees to repurchase
in cash from Mr. Belk, or his designee, 258,336 shares of Belk, Inc. Class A common stock at a
price of $11.90 per share. Further, the Company agrees to prepare, execute and file all required
forms or other documentation with the Securities and Exchange Commission, state securities or any
other agencies having jurisdiction over the transaction reflected herein.



     6. Successors And Assigns. Mr. Belk acknowledges and agrees that this Agreement is a
contract for personal services, and he is not entitled to assign, subcontract or transfer any of
the obligations imposed or benefits provided under this Agreement. In the event that Mr. Belk dies
before the end of the sabbatical period or Vice Chairman period, the payments



5









 







and benefits payable under this Agreement will cease to the same extent as if he had died
while a full time associate. This Agreement will inure to the benefit of and be binding on any
successor or assigns of the Company.



     7. Severability. The parties agree that the provisions of this Agreement shall be
deemed severable and that the invalidity or unenforceability of any portion of any provision shall
not affect the validity or enforceability of other portions of such provision or of other
provisions. Such provisions shall be appropriately limited and given effect to the extent that
they may be enforceable.



     8. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of North Carolina.



     9. Entire Agreement and Modification. This Agreement may not be changed or modified
orally, but only by an agreement in writing, signed by the parties. Mr. Belk and the Company
acknowledge and agree that they are not relying on any representations, oral or written, other than
those expressly contained in this Agreement. This Agreement supersedes all prior agreements,
proposals, negotiations, conversations, discussions and course of dealing between the parties with
respect to the subject matter hereof. Paragraph headings are for convenience of reference only and
are not intended to create substantive rights or obligations.



     10. Tax Withholding and Taxes. All payments described in this Agreement shall be made
by the Company subject to applicable tax withholdings and other mandatory payroll deductions which
would otherwise apply to payments of the nature contemplated herein. Furthermore, the Company
agrees to act in good faith regarding the proper interpretation of the tax laws as might be
applicable to the payments and benefits required under this Agreement, including Section 409A of
the Internal Revenue Code of 1986, as amended, but Mr. Belk agrees



6









 







that nothing in this Agreement shall be construed as a covenant by the Company that payments
will be made or benefits will be provided under this Agreement which will be exempt from any
special tax, including any tax under Section 409A of the Internal Revenue Code of 1986, as amended,
or as a guarantee or indemnity by the Company of the tax consequences of the payments and benefits
required under this Agreement. Finally, Mr. Belk understands and agrees that the Company shall
report and withhold on payments made and benefits provided under this Agreement as the Company
acting in good faith deems appropriate and proper under the circumstances.



	 	 	 	 	 
	 

	 	/s/  

H.
W. McKay Belk
	 	 





Sworn to and subscribed before me

the                     day of                     , 2009.




	 	 	 	 	 
	  

Notary
Public

	 	 
	My Commission Expires:

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 	BELK, INC.

 	 
	 	By:  	/s/
 	 
	 	 	Thomas M. Belk, Jr. 	 
	 	 	Chairman and Chief Executive Officer 	 
	 



Sworn to and subscribed before me

the                      day of                     , 2009.




	 	 	 	 	 
	  

Notary
Public

	 	 
	My Commission Expires:

	 	 	 	 
	 

	 	 	 	 






7