bws10k08ex10_5e.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.5e

    


    RESTRICTED
STOCK AWARD AGREEMENT - Director

    


    BROWN
SHOE COMPANY, INC.

    


    


    THIS AGREEMENT represents the grant of
a Restricted Stock Award (the “Award”) by Brown Shoe Company, Inc., a New York
corporation (the “Company”), to the Participant named below, pursuant to the
provisions of the Incentive and Stock Compensation Plan of 2002, as Amended and
Restated as of May 22, 2008 (the “Plan”), as follows:

    


    1. 
Terms of
the Award.  The terms of the Award are as follows:

    


    
      	
               
      

            	
              Participant:  _____________________,
      who is a non-employee member of the Company’s Board of
      Directors

            


    

     

    
      


      
        	
                 
      

              	
                Award Grant Date:
      ___________________

              


      

    

    


    
      	
               
      

            	 	
              Number of Restricted
      Shares:    ____ Shares of Brown Shoe Company,
      Inc. Common Stock, subject to certain
  restrictions

            


    

    


    
      	
               
      

            	
              Vesting
      Schedule  (Lapse of Restrictions): ___% of the Restricted
      Shares shall vest on the date of the Company’s 20__ Annual Meeting of
      Shareholders

            


    

    


    2. 
Restrictions.  The Restricted
Shares are restricted as to disposition and may not be pledged; and are subject
to forfeiture unless certain conditions are met.  The Company’s
transfer agent has been advised that the Restricted Shares cannot be sold,
transferred, re-registered or disposed of until the restrictions on the shares
lapse.  Restricted Shares shall vest, and the restrictions shall no
longer apply, as to the number or percentage of Restricted Shares and on the
dates specified above as the “Vesting Schedule.” A further restriction on the
Restricted Shares is that you shall only be entitled to receive Shares free of
restrictions if, at the time of the lapse of such restrictions, you are then
serving as a member of the Board of Directors of the Company and shall have been
continuously serving in that capacity since the date of grant of the Restricted
Shares.  If you do not meet these conditions at any time, such
Restricted Shares shall be forfeited.

    


    3. 
Voting
Rights and Dividend Rights.  You will be
entitled to full voting rights and dividend rights for all Restricted Shares,
beginning with the date of grant, regardless of restriction
periods.  Dividends may be paid directly to you or may be credited to
your dividend re-investment plan account.  Dividend rights and voting
rights will be cancelled in the event the Restricted Shares are
forfeited.

    


    4.  Book
Entry for Restricted Shares.  You will not receive a
certificate for the Restricted Shares; instead, the Restricted Shares will be
credited as a book entry to an account in your name with the Company’s transfer
agent.  At such time as the restrictions lapse, those Shares that are
no longer subject to restrictions shall be transferred to a non-restricted
account in your name with the transfer agent or as otherwise directed by you and
agreed by the Company.

    


    5. 
Death or
Disability.  In the event of termination of service as a
director due to death or Disability, all Restricted Shares shall vest
immediately and be free of restrictions.

    


    6. Change in
Control.  Subject to Article 2.7 and Article 13 of the Plan,
unless otherwise specifically prohibited under applicable laws, or by the rules
and regulations of any governing governmental agencies or national securities
exchange, the Restricted Shares still subject to restrictions under this
Agreement shall automatically vest and all restrictions shall lapse upon the
occurrence of a Change in Control.

    


    7. 
Adjustment Upon Changes in Capitalization.  In
accordance with Section 4.2 of the Plan, in the event that there is a change in
the Common Stock of the Company by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, reorganizations, combinations or
exchanges of shares, then the Restricted Shares shall be adjusted in the same
manner as other shares of  Common Stock are adjusted.

    


    8. 
Tax
Withholding.  If the Participant is subject to withholding of
taxes, the Board shall have the power and the right to deduct or withhold, or
require the Participant to remit to the Company, an amount sufficient to satisfy
Federal, state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result
of the Award, as provided in the Plan.

    


    9.  Nontransferability.  This
Agreement and the Restricted Shares granted hereunder, until such time as the
restrictions on the Shares have lapsed, may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.

    


    10. 
Administration
and Interpretation.  This Award Agreement and the rights of the
Participant hereunder are subject to all terms and conditions of the Plan, as
the same may be amended from time to time, as well as to such rules and
regulations as the Board may adopt for administration of the Plan.  It
is expressly understood that the Board is authorized to administer, construe,
and make all determinations necessary or appropriate to the administration of
the Plan and this Award Agreement, all of which shall be binding upon the
Participant.  The Board may delegate to a committee of the Board all
determinations with respect to the Plan and this Award Agreement.  All
capitalized terms used in this Award Agreement shall have the meanings ascribed
to them in the Plan, unless specifically set forth otherwise
herein.  If there is any inconsistency between the terms of this Award
Agreement and the terms of the Plan, the Plan’s terms shall completely supersede
and replace the conflicting terms of this Award Agreement.

    


    11.  Miscellaneous

     

    
      	
               
      

            	
              (a)   
      

            	
              The
      Board may terminate, amend, or modify the Plan; provided, however, that no
      such termination, amendment, or modification of the Plan may in any way
      adversely affect the Participant’s rights under this Award Agreement
      without the Participant’s written
consent.

            


    

    


    
      	
               
      

            	
              (b)   
      

            	
              This
      Award Agreement shall be subject to all applicable laws, rules, and
      regulations, and to such approvals by any governmental agencies or
      national securities exchanges as may be
  required.

            


    

    


    
      	
               
      (c)    

            	
              To
      the extent not preempted by Federal law, this Award Agreement shall be
      construed in accordance with and governed by the substantive laws of the
      State of Missouri without regard to conflicts of laws principles, which
      might otherwise apply.  Any litigation arising out of, in
      connection with, or concerning any aspect of the Plan or this Award
      Agreement shall be conducted exclusively in the State or Federal courts in
      Missouri.

            


    

    


    IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed effective as of date written
below.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	BROWN
      SHOE COMPANY, INC.	 
	 	 	 	 
	
                                             

                                          	
                                            By:
      

                                          	 	 
	 	 	Sarah
      Stephenson, Vice President - Total Rewards	 
	 	 	 	 
	 	 Date:	 	 
	 	 	 	 
	Accepted:	 	 	 	 	 
	 	
                                             Participant

                                          	 	 	 	 
	 	 	 	 	 	 
	 Date: