exv10w1



 








Exhibit 10.1




Summary of

March 16, 2006 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 16, 2006.:




	 	 	 	 	 	 	 	 	 
	 	 	Target	 	Shares of
	 	 	Performance	 	Common Stock
	 	 	Award	 	Underlying
	Name and Principal Position (1)	 	Shares(2)	 	Options(3)
	 
	Peter A. Edison

     Chairman of the Board and Chief Executive Officer

	 	 	8,506	 	 	 	5,439	 
	 
	 	 	 	 	 	 	 	 
	Michele A. Bergerac

     President and Director

	 	 	8,506	 	 	 	5,439	 
	 
	 	 	 	 	 	 	 	 
	Stanley K. Tusman

     Executive Vice President —
Inventory and Information Management

	 	 	2,378	 	 	 	1,520	 
	 
	 	 	 	 	 	 	 	 
	Mark D. Ianni

Executive Vice President — General Merchandise Manager

	 	 	2,243	 	 	 	1,434	 
	 
	 	 	 	 	 	 	 	 
	Joseph R. Vander Pluym

Executive Vice President — Stores

	 	 	2,217	 	 	 	1,418	 
	 
	 	 	 	 	 	 	 	 
	Lawrence L. Spanley, Jr.

     Executive Vice President —
Chief Financial Officer Treasurer and Secretary

	 	 	1,750	 	 	 	1,119	 








 




			
	(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 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 13.0% and the
Company’s return on average assets (“ROAA”) as defined in the form of Notice of Award of
Performance Shares equals or exceeds 6.0% over the three fiscal year performance period including
fiscal years 2006, 2007 and 2008. 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., 5.0% CAGR and 4.0% 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.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CAGR
	 	 	 	 	 	 	5.0%	 	7.5%	 	10.0%	 	13.0%	 	16.0%	 	20.0%	 	25.0%
	 	 	 	 	 	 	 
	 
	 	 	4.0	%	 	 	20	%	 	 	35	%	 	 	50	%	 	 	68	%	 	 	86	%	 	 	106	%	 	 	124	%
	 
	 	 	4.7	%	 	 	31	%	 	 	46	%	 	 	61	%	 	 	79	%	 	 	97	%	 	 	112	%	 	 	130	%
	ROAA
	 	 	5.3	%	 	 	41	%	 	 	56	%	 	 	71	%	 	 	89	%	 	 	104	%	 	 	119	%	 	 	137	%
	 
	 	 	6.0	%	 	 	52	%	 	 	67	%	 	 	82	%	 	 	100	%	 	 	111	%	 	 	125	%	 	 	143	%
	 
	 	 	8.0	%	 	 	84	%	 	 	99	%	 	 	108	%	 	 	119	%	 	 	130	%	 	 	144	%	 	 	162	%
	 
	 	 	10.0	%	 	 	109	%	 	 	118	%	 	 	127	%	 	 	138	%	 	 	149	%	 	 	163	%	 	 	181	%
	 
	 	 	12.0	%	 	 	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 with the following terms. Each of the options vests in three equal annual installments
beginning March 16, 2007. All such options expire ten years from the date of grant. Each of the
options has an exercise price of $20.06 per share.