Form of Award Agreement for 2010 Long Term Discretionary Cash Award Agreement



 Exhibit 10.3 
 DISCRETIONARY CASH AWARD AGREEMENT 
 This AGREEMENT is made
as of March 25, 2010 (“the Effective Date”), by and between COLLECTIVE BRANDS, INC., a Delaware corporation, and its parent, subsidiaries, affiliates and related companies (“the Company”), and
                    (“Executive”). 
 NOW, THEREFORE, for good and valuable consideration, the parties agree as follows: 

1. Discretionary Cash Award. (a) If Executive remains employed by the Company until the third anniversary of the
Effective Date (“the Payment Date”), the Company shall pay Executive a lump sum equal to
                        , less applicable taxes and withholding, on the next regularly scheduled pay period thereafter. If
Executive is not employed by the Company (for any reason) on the Payment Date, the Company shall have no obligation to make the referenced payment and Executive shall have no right to it. 

(b) If Executive leaves the Company (for any reason), and violates the post-termination confidentiality, non-competition or
non-solicitation obligations under Executive’s Employment Agreement, Noncompetition and Company Work Product Agreement, Invention, or Non-Competition and Non-Disclosure Agreement, as applicable, the Company shall have the right to recover the
referenced payment, along with reasonable expenses and attorney fees incurred by the Company to protect or enforce its rights under this Agreement, and any other remedies provided by law. 

2. Non-Benefit Bearing Payment. The amount paid (or to be paid) under Paragraph 1 of this Agreement shall not be treated as
compensation for purposes of computing or determining any additional benefit payable under any bonus or incentive plan, retirement plan, insurance plan, or other Executive benefit plan maintained by the Company. 

3. Amendment. This Agreement may not be changed, amended, or modified in any manner except by an instrument in writing
signed by both of the parties hereto. 
 4. Applicability of Other Agreements. All other terms, conditions or
privileges of Executive’s employment, including the post-termination obligations under Executive’s Employment Agreement, Noncompetition and Company Work Product Agreement, or Invention, Non-Competition and Non-Disclosure Agreement, as
applicable, shall remain in full force and effect, and are incorporated herein by reference. 
 5. Entire
Agreement. This Agreement contains the entire understanding of the parties regarding the payment of a discretionary cash award and supersedes in all respects all agreements, arrangements or understandings, whether oral or written, between
Executive and the Company regarding the payment of a discretionary cash award. 
 6. Choice of Law; Venue. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Kansas. This Agreement is to be performed at least in part in Shawnee County, Kansas, and venue for any action to enforce this Agreement shall be in the
Kansas District Court, Shawnee County, Kansas. 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written. 
  

							
	EXECUTIVE	 		 	COLLECTIVE BRANDS, INC.
				
		 		 	By:	 	 
	SIGNATURE	 		 		 	
		 		 	Title:	 	
		 		 		 	
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