Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan: Authorized shares issuable under the plan are 250,000, subject to anti-dilution and other adjustments. Generally, awards under the plan can include performance share awards, restricted stock awards, awards based in stock other than performance share awards or restricted stock awards and long-term incentive awards. The description of the 2005 Incentive Compensation Plan under the heading “Approval of Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan (Proxy Item No. 2)” in the Borrower’s 2005 proxy statement is incorporated herein by reference. Also, please refer to the Borrower’s 2007 proxy statement for additional information on the plan. Performance shares relating to a maximum of 152,376 shares of common stock have been granted and remain outstanding. These performance shares are contingent upon the achievement of performance objectives relating to compound annual growth rate in net sales and return on average assets for the three year periods ending in fiscal year 2008 and 2009. On October 3, 2007, Borrower issued 69,000 restricted stock awards under the plan. The restricted stock fully vests on the fifth anniversary of the grant date, or October 3, 2012. However, the Compensation Committee retains the discretion to vest, in full, pro-rata or not at all, restricted stock awards upon death, disability, retirement or otherwise. Shares issuable pursuant to warrants granted in connection with initial public offering: The Borrower issued warrants relating to 216,000 shares, subject to anti-dilution and other adjustments, at an exercise price of $12.7875 per share, to the representatives of the underwriters in connection with the Borrower’s initial public offering. The warrants became exercisable on February 10, 2005 and expire on February 10, 2009. Warrants to purchase up to 121,500 shares of common stock remain unexercised. Shares issuable pursuant to warrants granted in connection with April 2005 private placement: In connection with the Borrower’s private placement in April 2005, the Borrower issued, to the investors and the placement agent in that offering, warrants to purchase 250,000 shares and 125,000 shares, respectively, of common stock, subject to anti-dilution and other adjustments, at an exercise price of $10.18 per share. The warrants issued in that private placement are generally exercisable until April 8, 2010. The Borrower generally has the right to call the warrants issued in April 2005 to the inv...
Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan: Authorized shares issuable under the plan are 250,000, subject to anti-dilution and other adjustments. Generally, awards under the plan can include performance share awards, restricted stock awards, awards based in stock other than performance share awards or restricted stock awards and long-term incentive awards. The description of the 2005 Incentive Compensation Plan under the heading “Approval of Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan (Proxy Item No. 2)” in the Company’s 2005 proxy statement is incorporated herein by reference. Restricted stock awards relating to 146,000 shares have been issued and remain outstanding. The restricted stock fully vests on the fifth anniversary of the grant date. Restricted stock awards are generally forfeited if the recipient is terminated, with or without cause, prior to vesting. However, the compensation committee retains the discretion to vest in full, pro-rata, or not at all, restricted stock awards upon death, disability, retirement or otherwise. The holders of the restricted stock are entitled to voting rights and cash dividends with respect to the awards. Shares issuable in connection with June 2007 private placement of subordinated convertible debentures. In connection with Company’s private placement in June 2007, Company issued $4 million in aggregate principal amount of subordinated convertible debentures (the “Debentures”). The Debentures are convertible into shares of the Company’s common stock at any time. The initial conversion price was $9.00 per share, and it has been subject to subsequent adjustment resulting in the current conversion price of $8.31 per share. Based on the adjusted conversion price in effect immediately prior to the date hereof, the Debentures are convertible into an aggregate of 481,348 shares of the Company’s common stock, after eliminating fractional shares. The Company generally has the right, but not the obligation, to call the Debentures at any time prior to conversion if the closing price of the Company’s common stock (as adjusted for stock dividends, subdivisions or combinations) is equal to or above $16.00 per share for each of 20 consecutive trading days and certain other equity conditions and other conditions are met. The conversion price, and thus the number of shares into which the Debentures are convertible, is subject to anti-dilution adjustments relating to stock dividends, or subdivisions or combination of the Compa...
