SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________
NORDSTROM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-0515058
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
David L. Mackie
1617 Sixth Avenue, 6th Floor 1700 Seventh Avenue, 7th Floor
Seattle, Washington 98101 Seattle, Washington 98101
(Address of Principal Executive Offices, (206) 303-4401
including zip code) (Name, address and telephone
number,including area code,
of agent for service)
2002 Nonemployee Director Stock Incentive Plan
(Full Title of Plan)
Copies to:
Gregory L. Anderson
William W. Lin
Lane Powell Spears Lubersky LLP
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101-2338
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered(1) Share(2) Price(2) Registration Fee
------------------ -------------- ------------------ ------------------ ----------------
Common Stock,
no par value to be 450,000 $20.50 $9,225,000 $849
issued under the
2002
Nonemployee
Director Stock
Incentive Plan
(1) Together with an indeterminate number of additional shares of Common
Stock which may be necessary to adjust the number of shares of Common Stock
reserved for issuance pursuant to the Plan as the result of any future stock
split, stock dividend or similar adjustment of the outstanding Common Stock
of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"). The price per share is estimated to be
$20.50 based on the average of the high ($21.00) and low ($20.00) sales
prices for the Common Stock on November 5, 2002 as reported on the New York
Stock Exchange.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Nordstrom, Inc. (the
"Registrant" or "Company"), a Washington corporation, to register 450,000
shares of its common stock, no par value (the "Common Stock"), issuable to
nonemployee directors of the Company under the 2002 Nonemployee Director
Stock Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part
1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part
1 of Form S-8.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's latest Annual Report on Form 10-K for the year
ended January 31, 2002 filed with the Commission on April 18, 2002,
which contains audited financial statements for the most recent
fiscal year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above,
including the Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 30, 2002 filed with the Commission on June 7,
2002 and the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 31, 2002 filed with the Commission on September
12, 2002; and
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A (Registration No. 001-15059)
filed under Section 12(b) of the Exchange Act on June 2, 1999.
All reports and other documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities covered
hereby then remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof commencing on the
respective dates on which such documents are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the common stock
offered hereby are being passed upon by Lane Powell Spears Lubersky LLP,
Seattle, Washington. D. Wayne Gittinger, a director of the Registrant, is a
partner of Lane Powell Spears Lubersky LLP. Members of that firm owned
directly or indirectly an aggregate of approximately 10,500,000 shares of
Common Stock of the Registrant as of October 30, 2002.
Item 6. Indemnification of Directors and Officers.
Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation
Act authorize a court to award, or a corporation's board of directors to grant,
indemnification to directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities arising under the
Securities Act. Article XI of the Registrant's Amended and Restated Bylaws
provides for indemnification of the Registrant's directors, officers, employees
and agents to the fullest extent permitted by Washington law.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except
in certain circumstances involving intentional misconduct, self-dealing or
illegal corporate loans or distributions, or any transactions from which the
director personally receives a benefit in money, property or services to
which the director is not legally entitled. Article IX of the Amended and
Restated Articles of Incorporation of the Registrant eliminates any personal
liability of a director to the Registrant or its shareholders for monetary
damages for conduct as a director, except for any liability for any acts or
omissions that involve intentional misconduct by a director or a knowing
violation of law by a director, for conduct violating RCW 23B.08.310, for any
transaction from which the director will personally receive a benefit in
money, property, or services to which the director is not legally entitled,
or for any act or omission occurring prior to the date when Article IX of the
Amended and Restated Articles of Incorporation of the Registrant became
effective. If the Washington Business Corporation Act is subsequently amended
to change in a manner affecting the Registrant's power to eliminate or limit
the liability of a director to the Registrant, then, upon the effective date
of the amendment and without further act: (i) if the amendment permits
further elimination or limitation of liability, the liability of a director
shall be additionally eliminated and limited to such further extent, or (ii)
if the amendment changes to power to eliminate the liability of a director in
any other respect, the liability of a director shall be eliminated and
limited with respect to acts or omissions occurring after the effective date
of the amendment to the fullest extent permitted by the Washington Business
Corporation Act as so amended. Article IX of the Amended and Restated
Articles of Incorporation of the Registrant also contains a provision that no
amendment or repeal of the Amended and Restated Articles of Incorporation of
the Registrant shall adversely affect any right or any elimination or
limitation of liability of a director existing immediately prior to the
amendment or repeal.
Officers and directors of the Registrant are covered by insurance (with certain
exceptions and certain limitations) that indemnifies them against losses and
liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------- ------------
5.1 Opinion of Lane Powell Spears Lubersky LLP (filed herewith)
10.1 2002 Nonemployee Director Stock Incentive Plan, as amended
effective November 6, 2002 (filed herewith)
23.1 Independent Auditors' Consent (filed herewith)
23.2 Consent of Lane Powell Spears Lubersky LLP (included in
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) above
do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Seattle, State of Washington, on the 6th day of November, 2002.
NORDSTROM, INC.
/s/ BLAKE W. NORDSTROM
----------------------
By: Blake W. Nordstrom
President
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Blake W.
Nordstrom and Michael G. Koppel, or either of them, as attorney-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and
all amendments to this registration statement, including any and all
post-effective amendments, and any related Rule 462(b) registration statement
and any amendment thereto.
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities indicated below on
the 6th day of November 2002.
SIGNATURE TITLE
/s/ BLAKE W. NORDSTROM President (Principal Executive Officer)
-------------------------
Blake W. Nordstrom
/s/ MICHAEL G. KOPPEL Executive Vice President and Chief Financial
------------------------- Officer (Principal Financial and Accounting
Michael G. Koppel Officer)
/s/ D. WAYNE GITTINGER Director /s/ JOHN N. NORDSTROM Director
------------------------- ---------------------------
D. Wayne Gittinger John N. Nordstrom
/s/ ENRIQUE HERNANDEZ, JR. Director /s/ ALFRED E. OSBORNE, JR. Director
------------------------- ---------------------------
Enrique Hernandez, Jr. Alfred E. Osborne, Jr.
/s/ JOHN A. MCMILLAN Director /s/ WILLIAM D. RUCKELSHAUS Director
------------------------- ---------------------------
John A. McMillan William D. Ruckelshaus
/s/ BRUCE A. NORDSTROM Director /s/ BRUCE G. WILLISON Director
------------------------- ---------------------------
Bruce A. Nordstrom Bruce G. Willison
/s/ ALISON A. WINTER Director
---------------------------
Alison A. Winter
INDEX TO EXHIBITS
Exhibit
Number Description
-------- --------------
5.1 Opinion of Lane Powell Spears Lubersky LLP regarding the legality
of the Common Stock being registered
10.1 2002 Nonemployee Director Stock Incentive Plan, as amended
effective November 6, 2002 (filed herewith)
23.1 Independent Auditors' Consent
23.2 Consent of Lane Powell Spears Lubersky LLP (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
EXHIBIT 5.1
November 6, 2002
Nordstrom, Inc.
1617 Sixth Avenue
Seattle, Washington 98101-1742
Dear Sir or Madam:
We have acted as counsel for Nordstrom, Inc. (the "Company") in connection with
the preparation and filing with the Securities and Exchange Commission of the
registration statement on Form S-8 (the "Registration Statement") relating to
450,000 shares of common stock, no par value (the "Common Stock"), issuable to
nonemployee directors of the Company under the 2002 Nonemployee Director Stock
Incentive Plan, as amended effective November 6, 2002 (the "Plan").
In rendering this opinion letter, we have relied as to matters of material fact
upon the representations of members of the Company's management; however, we
have no reason to believe that any such representations are incorrect or
incomplete. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies and the
authenticity of the originals of such copies. In connection with this letter,
we have concerned ourselves solely with the application of the laws of the
State of Washington and the laws of the United States, and no opinion is
expressed herein concerning the possible effects of the laws of any other
jurisdiction.
Subject to the foregoing, we are of the opinion that upon issuance and delivery
of the shares of Common Stock pursuant to the Plan, the Common Stock will be
validly issued, fully paid and nonassessable.
The opinions contained in this letter are given as of the date hereof, and we
render no opinion as to any matter brought to our attention subsequent to the
date hereof. We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including the prospectus constituting
a part thereof, and any amendments or supplements thereto.
Very truly yours,
/s/ LANE POWELL SPEARS LUBERSKY LLP
------------------------------------
LANE POWELL SPEARS LUBERSKY LLP
EXHIBIT 10.1
NORDSTROM, INC.
2002 NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
(as amended effective November 6, 2002)
ARTICLE 1. INTRODUCTION.
The purpose of the Plan is to promote the long-term success of the
Company and the creation of Shareholder value by (a) encouraging the
attraction and retention of Nonemployee Directors with exceptional
qualifications and (b) linking Nonemployee Directors directly to Shareholder
interests through increased stock ownership. The Plan seeks to achieve this
purpose by providing for Awards in the form of Restricted Shares, Stock
Units, Options or stock appreciation rights. Capitalized terms are defined
in Section 15 below.
ARTICLE 2. ADMINISTRATION.
2.1 Committee Composition. The Plan shall be administered by the
Corporate Governance and Nominating Committee (the "Committee").
2.2 Committee Responsibilities. The Committee shall (a) select the
Nonemployee Directors who are to receive Awards under the Plan, (b) determine
the type, number, vesting requirements and other features and conditions of
such Awards, (c) interpret the Plan and (d) make all other decisions relating
to the operation of the Plan. The Committee may adopt such rules or
guidelines as it deems appropriate to implement the Plan. The Committee's
determinations under the Plan shall be final and binding on all persons.
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be
authorized but unissued shares. The aggregate number of Options, SARs, Stock
Units and Restricted Shares awarded under the Plan shall not exceed 450,000.
The limitations of this Section 3.1 shall be subject to adjustment pursuant
to Article 10.
3.2 Additional Shares. If Restricted Shares or Common Shares issued
upon the exercise of Options are forfeited, then such Common Shares shall
again become available for Awards under the Plan. If Stock Units, Options or
SARs are forfeited or terminate for any other reason before being exercised,
then the corresponding Common Shares shall again become available for Awards
under the Plan. If Stock Units are settled, then only the number of Common
Shares (if any) actually issued in settlement of such Stock Units shall
reduce the number available under Section 3.1 and the balance shall again
become available for Awards under the Plan. If SARs are exercised, then only
the number of Common Shares (if any) actually issued in settlement of such
SARs shall reduce the number available under Section 3.1 and the balance
shall again become available for Awards under the Plan.
3.3 Dividend Equivalents. Any dividend equivalents paid or credited
under the Plan shall not be applied against the number of Restricted Shares,
Stock Units, Options or SARs available for Awards, whether or not such
dividend equivalents are converted into Stock Units.
ARTICLE 4. ELIGIBILITY.
4.1 Grants. Only Nonemployee Directors shall be eligible for the
grant of Restricted Shares, Stock Units, NSOs or SARs.
ARTICLE 5. OPTIONS.
5.1 Stock Option Agreement. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms of the Plan
and may be subject to any other terms that are not inconsistent with the
Plan. The provisions of the various Stock Option Agreements entered into
under the Plan need not be identical. Options may be granted in
consideration of a reduction in the Optionee's other compensation. A Stock
Option Agreement may provide that a new Option will be granted automatically
to the Optionee when he or she exercises a prior Option and pays the Exercise
Price in the form described in Section 6.2.
5.2 Number of Shares. Each Stock Option Agreement shall specify the
number of Common Shares subject to the Option and shall provide for the
adjustment of such number in accordance with Article 10.
5.3 Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price, as determined by the Committee.
5.4 Exercisability and Term. Each Stock Option Agreement shall specify
the date or event when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the
Option. A Stock Option Agreement may provide for accelerated exercisability
in the event of the Optionee's death, disability or retirement or other
events and may provide for expiration prior to the end of its term in the
event of the termination of the Optionee's service. Options may be awarded
in combination with SARs, and such an Award may provide that the Options will
not be exercisable unless the related SARs are forfeited.
5.5 Modification or Assumption of Options. Within the limitations of
the Plan, the Committee may modify outstanding Options; provided that no
Option shall be repriced. The foregoing notwithstanding, no modification of
an Option shall, without the consent of the Optionee, alter or impair his or
her rights or obligations under such Option.
5.6 Buyout Provisions. The Committee may at any time (a) offer to buy
out for a payment in cash or cash equivalents an Option previously granted or
(b) authorize an Optionee to elect to cash out an Option previously granted,
in either case at such time and based upon such terms and conditions as the
Committee shall establish.
ARTICLE 6. PAYMENT FOR OPTION SHARES.
6.1 General Rule. The entire Exercise Price of Common Shares issued
upon exercise of Options shall be payable in cash or cash equivalents at the
time when such Common Shares are purchased, except the Committee (in its sole
discretion) may at any time accept payment in any form(s) described in this
Article 6.
6.2 Surrender of Stock. To the extent that this Section 6.2 is
applicable, all or any part of the Exercise Price may be paid by
surrendering, or attesting to the ownership of, Common Shares that have been
owned by the Optionee for at least six months. Such Common Shares shall be
valued at their Fair Market Value on the date when the new Common Shares are
purchased under the Plan. The Optionee shall not surrender, or attest to the
ownership of, Common Shares in payment of the Exercise Price if such action
would cause the Company to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial reporting
purposes.
6.3 Exercise/Sale. To the extent that this Section 6.3 is applicable,
all or any part of the Exercise Price may be paid by delivering (on a form
prescribed by the Company) an irrevocable direction to a securities broker
approved by the Company to sell all or part of the Common Shares being
purchased under the Plan and to deliver all or part of the sales proceeds to
the Company.
6.4 Exercise/Pledge. To the extent that this Section 6.4 is
applicable, and as permitted by law, all or any part of the Exercise Price
may be paid by delivering (on a form prescribed by the Company) an
irrevocable direction to pledge all or part of the Common Shares being
purchased under the Plan to a securities broker or lender approved by the
Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company.
6.5 Other Forms of Payment. To the extent that this Section 6.5 is
applicable, all or any part of the Exercise Price may be paid in any other
form that is consistent with applicable laws, regulations and rules.
ARTICLE 7. STOCK APPRECIATION RIGHTS.
7.1 SAR Agreement. Each grant of an SAR under the Plan shall be
evidenced by an SAR Agreement between the Optionee and the Company. Such SAR
shall be subject to all applicable terms of the Plan and may be subject to
any other terms that are not inconsistent with the Plan. The provisions of
the various SAR Agreements entered into under the Plan need not be identical.
SARs may be granted in consideration of a reduction in the Optionee's other
compensation.
7.2 Number of Shares. Each SAR Agreement shall specify the number of
Common Shares to which the SAR pertains and shall provide for the adjustment
of such number in accordance with Article 10.
7.3 Exercise Price. Each SAR Agreement shall specify the Exercise
Price.
7.4 Exercisability and Term. Each SAR Agreement shall specify the date
when all or any installment of the SAR is to become exercisable. The SAR
Agreement shall also specify the term of the SAR. An SAR Agreement may
provide for accelerated exercisability in the event of the Optionee's death,
disability or retirement or other events and may provide for expiration prior
to the end of its term in the event of the termination of the Optionee's
service. SARs may be awarded in combination with Options, and such an Award
may provide that the SARs will not be exercisable unless the related Options
are forfeited. An SAR may be included in an NSO at the time of grant or
thereafter.
7.5 Exercise of SARs. Upon exercise of an SAR, the Optionee (or any
person having the right to exercise the SAR after his or her death) shall
receive from the Company (a) Common Shares, (b) cash or (c) a combination of
Common Shares and cash, as the Committee shall determine. The amount of cash
and/or the Fair Market Value of Common Shares received upon exercise of SARs
shall, in the aggregate, be equal to the amount by which the Fair Market
Value (on the date of surrender) of the Common Shares subject to the SARs
exceeds the Exercise Price. If, on the date when an SAR expires, the
Exercise Price under such SAR is less than the Fair Market Value on such date
but any portion of such SAR has not been exercised or surrendered, then such
SAR shall automatically be deemed to be exercised as of such date with
respect to such portion.
7.6 Modification or Assumption of SARs. Within the limitations of the
Plan, the Committee may modify outstanding SARs; provided that no SAR shall
be repriced. The foregoing notwithstanding, no modification of an SAR shall,
without the consent of the Optionee, alter or impair his or her rights or
obligations under such SAR.
ARTICLE 8. RESTRICTED SHARES.
8.1 Restricted Stock Agreement. Each grant of Restricted Shares under
the Plan shall be evidenced by a Restricted Stock Agreement between the
recipient and the Company. Such Restricted Shares shall be subject to all
applicable terms of the Plan and may be subject to any other terms that are
not inconsistent with the Plan. The provisions of the various Restricted
Stock Agreements entered into under the Plan need not be identical.
8.2 Vesting Conditions. Each Award of Restricted Shares may or may
not be subject to vesting. Vesting shall occur, in full or in installments,
upon satisfaction of the conditions specified in the Restricted Stock
Agreement. A Restricted Stock Agreement may provide for accelerated vesting
in the event of the Participant's death, disability or retirement or other
events.
8.3 Voting and Dividend Rights. The holders of Restricted Shares
awarded under the Plan shall have the same voting, dividend and other rights
as the Company's other Shareholders. A Restricted Stock Agreement, however,
may require that the holders of Restricted Shares invest any cash dividends
received in additional Restricted Shares. Such additional Restricted Shares
shall be subject to the same conditions and restrictions as the Award with
respect to which the dividends were paid.
ARTICLE 9. STOCK UNITS.
9.1 Stock Unit Agreement. Each grant of Stock Units under the Plan
shall be evidenced by a Stock Unit Agreement between the recipient and the
Company. Such Stock Units shall be subject to all applicable terms of the
Plan and may be subject to any other terms that are not inconsistent with the
Plan. The provisions of the various Stock Unit Agreements entered into under
the Plan need not be identical. Stock Units may be granted in consideration
of a reduction in the recipient's other compensation.
9.2 Payment for Awards. To the extent that an Award is granted in the
form of Stock Units, no cash consideration shall be required of the Award
recipients.
9.3 Vesting Conditions. Each Award of Stock Units may or may not be
subject to vesting. Vesting shall occur, in full or in installments,
upon satisfaction of the conditions specified in the Stock Unit Agreement.
A Stock Unit Agreement may provide for accelerated vesting in the event
of the Participant's death, disability or retirement or other events.
9.4 Voting and Dividend Rights. The holders of Stock Units shall have
no voting rights. Prior to settlement or forfeiture, any Stock Unit awarded
under the Plan may, at the Committee's discretion, carry with it a right to
dividend equivalents. Such right entitles the holder to be credited with an
amount equal to all cash dividends paid on one Common Share while the Stock
Unit is outstanding. Dividend equivalents may be converted into additional
Stock Units. Settlement of dividend equivalents may be made in the form of
cash, in the form of Common Shares, or in a combination of both. Prior to
distribution, any dividend equivalents which are not paid shall be subject to
the same conditions and restrictions as the Stock Units to which they attach.
9.5 Form and Time of Settlement of Stock Units. Settlement of vested
Stock Units may be made in the form of (a) cash, (b) Common Shares or (c) any
combination of both, as determined by the Committee. Methods of converting
Stock Units into cash may include (without limitation) a method based on the
average Fair Market Value of Common Shares over a series of trading days.
Vested Stock Units may be settled in a lump sum or in installments. The
distribution may occur or commence when all vesting conditions applicable to
the Stock Units have been satisfied or have lapsed, or it may be deferred to
any later date. The amount of a deferred distribution may be increased by an
interest factor or by dividend equivalents. Until an Award of Stock Units is
settled, the number of such Stock Units shall be subject to adjustment
pursuant to Article 10.
9.6 Death of Recipient. Any Stock Units Award that becomes payable
after the recipient's death shall be distributed to the recipient's
beneficiary or beneficiaries. Each recipient of a Stock Units Award under
the Plan shall designate one or more beneficiaries for this purpose by filing
the prescribed form with the Company. A beneficiary designation may be
changed by filing the prescribed form with the Company at any time before the
Award recipient's death. If no beneficiary was designated or if no
designated beneficiary survives the Award recipient, then any Stock Units
Award that becomes payable after the recipient's death shall be distributed
to the recipient's estate.
9.7 Creditors' Rights. A holder of Stock Units shall have no rights
other than those of a general creditor of the Company. Stock Units represent
an unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Unit Agreement.
ARTICLE 10. PROTECTION AGAINST DILUTION.
10.1 Adjustments. In the event of a subdivision of the outstanding
Common Shares, a declaration of a dividend payable in Common Shares, a
declaration of a dividend payable in a form other than Common Shares in an
amount that has a material effect on the price of Common Shares, a
combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a lesser number of Common Shares, a
recapitalization, a spin-off or a similar occurrence, the Committee shall
make such adjustments as it, in its sole discretion, deems appropriate in one
or more of:
(a) The number of Options, SARs, Restricted Shares and
Stock Units available for future Awards under Article 3;
(b) The number of Common Shares covered by each outstanding Option and SAR;
(c) The Exercise Price under each outstanding Option and SAR; or
(d) The number of Stock Units included in any prior Award
which has not yet been settled.
Except as provided in this Article 10, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of
shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class.
10.2 Dissolution or Liquidation. To the extent not previously
exercised or settled, Options, SARs and Stock Units shall terminate
immediately prior to the dissolution or liquidation of the Company.
10.3 Reorganizations. In the event that the Company is a party to a
merger or other reorganization, outstanding Awards shall be subject to the
agreement of merger or reorganization. Such agreement shall provide for
settlement of the full value, if any, of the outstanding Awards in cash or
cash equivalents followed by cancellation of such Awards.
ARTICLE 11. DEFERRAL OF AWARDS.
To the extent permitted and consistent with the terms of the Nordstrom,
Inc. Directors Deferred Compensation Plan ("DDCP"), the Committee (in its
sole discretion) may permit or require a Participant to:
(a) Have cash that otherwise would be paid to such
Participant as a result of the exercise of an SAR or the
settlement of Stock Units credited to such Participant's DDCP
account;
(b) Have Common Shares that otherwise would be delivered
to such Participant as a result of the exercise of an Option or
SAR converted into an equal number of Stock Units and credited to
such Participant's DDCP account; or
(c) Have Common Shares that otherwise would be delivered
to such Participant as a result of the exercise of an Option or
SAR or the settlement of Stock Units converted into amounts
credited as Stock Units to such Participant's DDCP account. Such
amounts shall be determined by reference to the Fair Market Value
of such Common Shares as of the date when they otherwise would
have been delivered to such Participant.
Provided, however, that such deferral shall not be effective unless the
Participant enters into a deferral agreement with respect to the particular
award at such time and in such form and manner as the Committee determines
appropriate.
ARTICLE 12. AWARDS UNDER OTHER PLANS.
The Company may grant awards under other plans or programs. Such
awards may be settled in the form of Common Shares issued under this Plan.
Such Common Shares shall be treated for all purposes under the Plan like
Common Shares issued in settlement of Stock Units and shall, when issued,
reduce the number of Common Shares available under Article 3.
ARTICLE 13. LIMITATION ON RIGHTS.
13.1 Shareholders' Rights. A Participant shall have no dividend
rights, voting rights or other rights as a Shareholder with respect to any
Common Shares covered by his or her Award prior to the time when a stock
certificate for such Common Shares is issued or, if applicable, the time when
he or she becomes entitled to receive such Common Shares by filing any
required notice of exercise and paying any required Exercise Price. No
adjustment shall be made for cash dividends or other rights for which the
record date is prior to such time, except as expressly provided in the Plan.
13.2 Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under
the Plan shall be subject to all applicable laws, rules and regulations and
such approval by any regulatory body as may be required. The Company
reserves the right to restrict, in whole or in part, the delivery of Common
Shares pursuant to any Award prior to the satisfaction of all legal
requirements relating to the issuance of such Common Shares, to their
registration, qualification or listing or to an exemption from registration,
qualification or listing.
ARTICLE 14. FUTURE OF THE PLAN.
14.1 Term of the Plan. The Plan, as set forth herein, shall become
effective upon approval by the Company's shareholders. The Plan shall remain
in effect until it is terminated under Section 14.2.
14.2 Amendment or Termination. The Board may, at any time and for any
reason, amend or terminate the Plan. An amendment of the Plan shall be
subject to the approval of the Company's Shareholders only to the extent
required by applicable laws, regulations or rules. No Awards shall be
granted under the Plan after the termination thereof. The termination of the
Plan, or any amendment thereof, shall not affect any Award previously granted
under the Plan.
ARTICLE 15. DEFINITIONS.
15.1 "Award" means any award of an Option, an SAR, a Restricted Share
or a Stock Unit under the Plan.
15.2 "Board" means the Company's Board of Directors, as constituted
from time to time.
15.3 "Code" means the Internal Revenue Code of 1986, as amended.
15.4 "Committee" means a committee of the Board, as described in
Article 2.
15.5 "Common Share" means one share of the common stock of the
Company.
15.6 "Company" means Nordstrom, Inc., a Washington corporation.
15.7 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
15.8 "Exercise Price," in the case of an Option, means the amount for
which one Common Share may be purchased upon exercise of such Option, as
specified in the applicable Stock Option Agreement. "Exercise Price," in the
case of an SAR, means an amount, as specified in the applicable SAR
Agreement, which is subtracted from the Fair Market Value of one Common Share
in determining the amount payable upon exercise of such SAR.
15.9 "Fair Market Value" means the market price of Common Shares,
determined by the Committee in good faith on such basis as it deems
appropriate. Whenever possible, the determination of Fair Market Value by
the Committee shall be based on the prices reported in the Wall Street
Journal of the closing bid price of the Common Shares on the New York Stock
Exchange. Such determination shall be conclusive and binding on all persons.
15.10 "NSO" means a stock option not described in sections 422 or 423
of the Code.
15.11 "Option" means a NSO granted under the Plan and entitling the
holder to purchase Common Shares.
15.12 "Optionee" means an individual or estate who holds an Option or
SAR.
15.13 "Nonemployee Director" shall mean a member of the Board who is
not an employee or an officer of the Company.
15.14 "Participant" means an individual or estate who holds an Award.
15.15 "Plan" means this Nordstrom, Inc. 2002 Nonemployee Director
Stock Incentive Plan, as amended from time to time.
15.16 "Restricted Share" means a Common Share awarded under the Plan.
15.17 "Restricted Stock Agreement" means the agreement between the
Company and the recipient of a Restricted Share which contains the terms,
conditions and restrictions pertaining to such Restricted Share.
15.18 "SAR" means a stock appreciation right granted under the Plan.
15.19 "SAR Agreement" means the agreement between the Company and an
Optionee which contains the terms, conditions and restrictions pertaining to
his or her SAR.
15.20 "Stock Option Agreement" means the agreement between the Company
and an Optionee that contains the terms, conditions and restrictions
pertaining to his or her Option.
15.21 "Stock Unit" means a bookkeeping entry representing the
equivalent of one Common Share, as awarded under the Plan.
15.22 "Stock Unit Agreement" means the agreement between the Company
and the recipient of a Stock Unit which contains the terms, conditions and
restrictions pertaining to such Stock Unit.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Nordstrom, Inc. and subsidiaries on Form S-8 of our report dated March 25,
2002, appearing in and incorporated by reference in the Annual Report on Form
10-K of Nordstrom, Inc. and subsidiaries for the year ended January 31, 2002.
/s/ DELOITTE & TOUCHE LLP
-------------------------
Deloitte & Touche LLP
Seattle, Washington
November 7, 2002