exv10w1



 







Exhibit 10.1




Summary of

March 15, 2007 Stock Option Grants

and Performance Awards

For Executive Officers

of Bakers Footwear Group, Inc.



The following table sets forth for each of the Company’s executive officers the number of options
and performance share awards granted to each executive officer as of March 15, 2007:




	 	 	 	 	 	 	 	 	 
	 	 	Target	 	Shares of
	 	 	Performance	 	Common Stock
	 	 	Award	 	Underlying
	Name and Principal Position(1)	 	Shares(2)	 	Options(3)
	 
	 
	 	 	 	 	 	 	 	 
	Peter A. Edison
	 	 	16,422	 	 	 	12,344	 
	Chairman of the Board and
Chief Executive Officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Michele A. Bergerac
	 	 	16,422	 	 	 	12,344	 
	President and Director
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Stanley K. Tusman
	 	 	4,591	 	 	 	3,451	 
	Executive Vice President —
Inventory and Information
Management
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mark D. Ianni
	 	 	4,331	 	 	 	3,256	 
	Executive Vice President —
General Merchandise Manager
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Joseph R. Vander Pluym
	 	 	4,281	 	 	 	3,218	 
	Executive Vice President —
Stores
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Lawrence L. Spanley, Jr.
	 	 	3,378	 	 	 	2,539	 
	Executive Vice President —
Chief Financial Officer,
Treasurer and Secretary
	 	 	 	 	 	 	 	 









 




			
	(1)	 	Each of the executive officers is a party to a written employment agreement with the Company
and may be a party to other compensation arrangements with the Company that have been filed as
exhibits to the Company’s Annual Report on Form 10-K or in other filings with the Securities and
Exchange Commission. Bonuses under the Bakers Footwear Group, Inc. Cash Bonus Plan are determined
by the Company’s Compensation Committee. The Company’s executive officers are also eligible to
participate in the Bakers Footwear Group, Inc. 2003 Stock Option Plan, as amended, and the Bakers
Footwear Group, Inc. 2005 Incentive Compensation Plan, receive matching employer contributions to
the Company’s 401(k) plan, participate in other employee benefit plans and receive other forms of
compensation. The Company also pays premiums on a life insurance policy solely for the benefit of
Mr. Tusman.
	 
	(2)	 	Represents the target number of performance shares (“Target Award”) awarded under the Bakers
Footwear Group, Inc. 2005 Incentive Compensation Plan. Each executive officer will receive the
applicable Target Award if both the Company’s compound annual growth rate in net sales (“CAGR”) as
defined in the form of Notice of Award of Performance Shares equals or exceeds 10.0% and the
Company’s return on average assets (“ROAA”) as defined in the form of Notice of Award of
Performance Shares equals or exceeds 4.5% over the three fiscal year performance period including
fiscal years 2007, 2008 and 2009. Participants will be entitled to a range of awards ranging
between 20% of the Target Award (the “Minimum Award”) and up to 200% of the Target Award (the
“Maximum Award”) determined by multiplying the percentages set forth in the matrix below,
calculated in the




 









 






			
	 	 	discretion of the Company’s Compensation Committee (the “Committee”), by the Target Award. If the
minimum performance objectives are not achieved (e.g., 2.5% CAGR and 3.0% ROAA), then no
performance awards will be paid. No more than the Maximum Award may be paid to any participant
pursuant to the award. If the ROAA and CAGR fall in between the percentages set forth in the
matrix, then participants will receive awards based on the next lowest level in the matrix,
provided that the Committee may award a proportionate percentage of the Target Award for levels of
achievement between the levels specified. Generally, the performance awards do not vest until the
end of the performance period, assuming continued employment. Distributions of the performance
share awards will be made in shares of common stock or, if determined by the Committee at the time
of payment, equivalent value of such shares in cash or a combination thereof, in the Committee’s
discretion. Fractional shares shall be disregarded and rounded down
to the nearest whole share.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CAGR
	 	 	 	 	 	 	2.5	%	 	5.0	%	 	7.5	%	 	10.0	%	 	13.0	%	 	16.0	%	 	20.0	%
	 
	 
	 	 	3.0	%	 	 	20	%	 	 	35	%	 	 	50	%	 	 	68	%	 	 	86	%	 	 	106	%	 	 	124	%
	 
	 	 	3.5	%	 	 	31	%	 	 	46	%	 	 	61	%	 	 	79	%	 	 	97	%	 	 	112	%	 	 	130	%
	ROAA
	 	 	4.0	%	 	 	41	%	 	 	56	%	 	 	71	%	 	 	89	%	 	 	104	%	 	 	119	%	 	 	137	%
	 
	 	 	4.5	%	 	 	52	%	 	 	67	%	 	 	82	%	 	 	100	%	 	 	111	%	 	 	125	%	 	 	143	%
	 
	 	 	6.0	%	 	 	84	%	 	 	99	%	 	 	108	%	 	 	119	%	 	 	130	%	 	 	144	%	 	 	162	%
	 
	 	 	8.0	%	 	 	109	%	 	 	118	%	 	 	127	%	 	 	138	%	 	 	149	%	 	 	163	%	 	 	181	%
	 
	 	 	10.0	%	 	 	128	%	 	 	137	%	 	 	146	%	 	 	157	%	 	 	168	%	 	 	182	%	 	 	200	%








 




			
	(3)	 	Each of the options was issued pursuant to the Bakers Footwear Group, Inc. 2003 Stock
Bonus Plan, as amended, with the following terms. Each of the options vests in three equal annual
installments beginning March 15, 2008. All such options expire ten years from the date of grant.
Each of the options has an exercise price of $10.39 per share.