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EXHIBIT 10.5
PERFORMANCE RESTRICTED STOCK AGREEMENT
GRANT NUMBER OF COMMON SOCIAL SECURITY
GRANTED TO DATE SHARES NUMBER
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LAPSE DATE(S)
The Committee under the 1994 Stock Incentive Plan ("1994 Plan") of The
May Department Stores Company has approved granting Executive performance
restricted stock on the terms and subject to the conditions set forth in this
Agreement.
Therefore, the Company and Executive hereby agree as follows:
1. The Company hereby grants to Executive, in the aggregate, the number
of shares of the presently authorized common stock of the Company shown above
("Restricted Stock"), which shall be subject to the restrictions and conditions
set forth in the 1994 Plan and in this Agreement.
2. The Company shall hold the certificates for the Restricted Stock in
custody until the restrictions thereon shall lapse. Upon receipt of written
certification from the Committee that the restrictions on shares of Restricted
Stock have lapsed, the Company shall deliver the certificates for such shares to
Executive.
3. The restrictions on Restricted Stock are that the shares (i) may not
be sold, assigned, conveyed, transferred, pledged, hypothecated or otherwise
disposed of, and (ii) shall be returned to the Company forthwith, and all of the
Executive's rights to such shares shall immediately terminate without any
payment or consideration by the Company, if Executive's continuous employment
with the Company or any Subsidiary shall terminate for any reason except for
Executive's death or Disability, as provided in Section 7 hereof.
4. Executive agrees that, subject to Section 5 of this Agreement, (a)
no later than the date(s) as of which the restrictions on the Restricted Stock
shall lapse with respect to all or any of the shares of Restricted Stock covered
by this Agreement, Executive shall pay to the Company or make other arrangements
satisfactory to the Committee regarding payment of any Federal, state or local
taxes of any kind required by law to be withheld with respect to the shares of
Restricted Stock for which the restrictions shall lapse; and (b) the Company and
its Subsidiaries shall, to the extent permitted by law, have the right to deduct
from any payment of any kind otherwise due to Executive any Federal, state or
local taxes of any kind required by law to be withheld with respect to the
shares of Restricted Stock.
Executive may satisfy tax withholding obligations
(1) by paying cash (by (i) cashier's or certified check, (ii) personal
check or (iii) wire transfer),
(2) by the Company's withholding a number of the shares of Restricted
Stock for which the restrictions lapsed with a fair market value equal
to the minimum amount of the withholding taxes (with any fractional
share rounded up to the nearest whole share), or
(3) by a combination of shares (up to the minimum amount of the
withholding obligation) and cash.
5. If Executive properly elects, within thirty (30) days of the Grant
Date shown above, to include in gross income for Federal income tax purposes an
amount equal to the fair market value of the shares of Restricted Stock granted
on the Grant Date, Executive shall pay to the Company or make other arrangements
satisfactory to the Committee to pay to the Company in the year of such grant,
any Federal, state or local taxes required to be withheld with respect to such
shares. If Executive fails to make such payments, the Company and its
subsidiaries shall, to the extent permitted by law, have the right to deduct
from any payment of any kind otherwise due to Executive any Federal, state or
local taxes of any kind required by law to be withheld with respect to such
shares.
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The
May Department Stores Company has caused this agreement to be executed
in its corporate name and Executive has executed the same in evidence of the
Executive's acceptance hereof upon the terms and conditions herein set forth as
of the Grant Date shown above.
THE
MAY DEPARTMENT STORES COMPANY
By
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(Executive)
6. The Restrictions on the Restricted Stock shall lapse on the date(s)
and with respect to the corresponding number of shares shown on the previous
page, subject to all the other terms and conditions of this agreement, and the
following:
(i) if Executive's operating company meets or exceeds Executive's
Maximum Earnings Objective under the bonus plan applicable to Executive
(the "Bonus Plan") for the most recently ended Fiscal Year (as defined
in the Bonus Plan), then the restrictions that would otherwise lapse on
such date shall lapse as to 100% of the shares of Restricted Stock;
(ii) if Executive's operating company meets or exceeds Executive's
Target Earnings Objective but does not meet or exceed the Maximum
Earnings Objective under the Bonus Plan for the most recently ended
Fiscal Year, then the restrictions on the shares of Restricted Stock
that would otherwise lapse on such date shall lapse as to 67% of such
shares (for performance that falls between the Target Earnings
Objective and the Maximum Earnings Objective, the percentage of shares
of Restricted Stock on which restrictions will lapse shall be
prorated);
(iii) if Executive's operating company meets or exceeds Executive's
Threshold Earnings Objective but does not meet or exceed the Target
Earnings Objective under the Bonus Plan for the most recently ended
Fiscal Year, then the restrictions on the shares of Restricted Stock
that would otherwise lapse on such date shall lapse as to 33% of such
shares (for performance that falls between the Threshold Earnings
Objective and the Target Earnings Objective, the percentage of shares
of Restricted Stock on which restrictions will lapse shall be
prorated); and
(iv) if Executive's operating company does not meet or exceed
Executive's Threshold Earnings Objective under the Bonus Plan for the
most recently ended Fiscal Year, then 100% of the shares of such
Restricted Stock shall immediately forfeit to the Company. All rights
of Executive to any shares forfeited shall immediately terminate
without any payment or consideration by the Company.
Notwithstanding the above, the Company may, in its sole and absolute discretion,
adjust the number of shares of Restricted Stock with respect to which
restrictions will lapse on such date upwards (up to 100% of those shares with
respect to which restrictions would otherwise lapse) and downwards (down to 0%
of those shares with respect to which restrictions would otherwise lapse).
If, prior to a date on which restrictions are scheduled to lapse,
Executive is transferred to another operating company or subsidiary of the
Company and Executive's bonus under the Bonus Plan for the most recently ended
Fiscal Year is prorated in accordance with the terms of the Bonus Plan, then, in
such event, the percentage of Restricted Stock on which restrictions shall lapse
on such date shall be similarly prorated. This Section 6 operates independently
of any agreement Executive may have with respect to bonuses under the Bonus
Plan.
7. Notwithstanding the foregoing, if (i) Executive ceases to be an
employee of the Company or of a subsidiary thereof by reason of Disability or
death, (ii) Executive has been in the continuous employment of the Company or of
a Subsidiary from the Grant Date shown above through the date of such event, and
(iii) such Disability or death occurs more than one year after the Grant Date,
then the restrictions shall lapse as to all shares of Restricted Stock on the
date of Executive's Disability or death.
8. If there is (i) any change in the capital structure of the Company
through merger, consolidation, reorganization, recapitalization, spin-off or
otherwise, (ii) any dividend on the Restricted Stock, payable in common stock of
the Company, or (iii) a stock split, or a combination of shares, a consolidation
or merger, the Board shall make appropriate adjustments in the number of shares
relating to Restricted Stock.
9. If (a) one of the events described in Section 4 of Part V of the
1994 Plan occurs and (b) Executive is actively employed on the date of such
event, then from and after such date, the restrictions on all Restricted Stock
covered by this Agreement shall immediately lapse.
10. Nothing in this Agreement shall be deemed by implication or
otherwise to impose any limitation on any right of the Company or subsidiary to
terminate the Executive's employment at any time, in the absence of a specific
agreement to the contrary.
11. So long as this Agreement shall remain in effect, the Company will
furnish to Executive, as and when available, a copy of each prospectus issued
with respect to the shares of stock covered hereby, and also copies of all
material hereafter distributed by the Company to its shareowners.
12. This Agreement shall be governed by the laws of the State of
Delaware. It may not be modified except in writing signed by both parties.
13. Executive acknowledges that Executive has received a copy of the
1994 Incentive Stock Plan, as such Plan is in effect on the date of this
Agreement, has read and understands the terms of the 1994 Plan and of this
Agreement, and agrees to all of the terms and conditions provided for in the
1994 Plan and in this Agreement.
14. Except as otherwise provided herein, or unless the context clearly
indicates otherwise, capitalized terms herein which are defined in the 1994 Plan
have the same definitions as provided in the 1994 Plan.