bws8k032709ex10_2.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.2

    


    BROWN
SHOE COMPANY, INC.

    


    INCENTIVE
AND STOCK COMPENSATION PLAN OF 2002

    (as Amended and
Restated)

    


    PERFORMANCE
AWARD AGREEMENT

    200_ to
201_

    


    


    You have been selected by the
Compensation Committee of the Brown Shoe Company, Inc. Board of Directors (the
“Committee”) to be a Participant in the Performance Award Plan under the
Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the
“Plan”) of Brown Shoe Company, Inc. (the “Company”), as specified
below:

    


    Participant:  ____

    


    Performance Award:

    Target Award- Number of Performance
Shares:  ___  shares of Company common
stock

    
      	
               
      

            	
              Form of
      Payment:  [shares of Company common stock] [and/or cash
      equivalent value]

            


    

    


    Target Award-
Cash:  $___

       Form of
Payment:  cash

    


    Target
Award:   [other]

    


    
      	
               
      

            	
                    Performance
      Period:  the Company’s Fiscal Year
  [20__]

            


    

    


    
      	
               
      

            	
              Performance
      Measures:  As described on Attachment
  A

            


    

    


    Minimum Performance Level:
[metric(s) and amount]

    


    Maximum Award
Value:  [percent (in excess of 100%) of each applicable
target]

     

    Vesting: [insert date]

     

     

    THIS AWARD AGREEMENT, effective ___,
20__, represents the grant of [Performance Shares (“Performance Shares”)]
[and/or the Cash Award (“Cash”)] [and  [other award] as identified
above (collectively, the “Award”) by the Company to the Participant named above,
pursuant to the provisions of the Plan.

    


    The Plan provides a complete
description of the terms and conditions governing the Award.  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 Agreement.  All capitalized terms shall have
the meanings ascribed to them in the Plan, unless specifically set forth
otherwise herein.  The parties hereto agree as follows:

     

    1.    Performance Period. The Performance
Performance Period shall be as specified above.

     

    2.           Value of Award.  The
Award shall represent and have a Maximum Award Value as specified
above.

    


    3.       Earning
the Award; Certification of Performance and Percent
Earned.  The Award shall be “earned” following the end of the
Performance Period, as of the date the Committee shall determine and certify:
(a) whether the Minimum Performance Level has been satisfied; (b) and if so, the
percent of the Award that has been earned in accordance with the Performance
Payoff Profile (on Attachment A) (the “Percent Earned”), but in no
event  more than the Maximum Award Value; and (c) as to the
determinations pursuant to (a) and (b), subject to the Committee’s right to
exercise its discretion to reduce the Company’s level of performance based on
the quality of earnings.  All calculations as to the Performance
Measures shall be subject to the Committee’s right, pursuant to Section 14.2 of
the Plan, to make adjustments for unusual or nonrecurring events.

    


    4.            Vesting, Amount Payable and Payment
of the Award.

    (a) Unless this Award is
sooner terminated in accordance with Section 5, this Award shall be vested in
the Participant as of the Vesting Date and shall be payable within sixty (60)
days following the Vesting Date subject to Participant’s continued employment
through the date actual payment is made. If you do not meet these conditions at
any time, this Award shall be forfeited.

    


    (b) The amount payable to the
Participant shall be determined by multiplying the Percent Earned by the Target
Award(s) specified, and shall be paid in cash and/or shares as specified
above.

     

    
      (c) Unless otherwise specified above,
payment of the earned Performance Share shall be made in shares of the Company's
Common Stock, and payment of the earned Cash Award shall be made in
cash.


      
        5.            Termination
Provisions.

      

    

    (a)  If,
pursuant to Section 3, the Committee certifies that the Minimum Performance
Level has not been achieved, this Award shall immediately terminate and no
longer be of any effect.

    


    (b)  If a Participant retires
at normal retirement date or retires at an early retirement date with the
approval of the Committee (each being “Retirement”); suffers a permanent
Disability; or dies prior to the Vesting Date, the Committee, in its sole
discretion, may determine that the Participant (or Participant’s beneficiary in
the event of death) shall be eligible for a pro-rated portion of the Amount
Earned, with such proration to be based on the number of full months of
continued active employment by Participant during the Performance Period as a
percent of the total number of months in the Performance Period.  If
the Committee does determine that this award shall be payable pursuant to the
prior sentence, then payment shall be made in accordance with Section 4
[provided that if the Performance Period is completed prior to the Vesting Date,
then payment in the event of Disability or death shall be made following
completion of the Performance Period or such later date (prior to the Vesting
Date) of Participant’s Disability or death].  In the event of
participant’s Retirement, payment, if at all, shall occur only if the
Committee’s determination to allow for pro-rated payment has been made prior to
the date of Retirement and only if payment occurs at the time set forth in
Section 4.

    


    6.      Dividends.  The
Participant shall have no right to any dividends that may be paid with respect
to shares of Company stock until any such shares are vested and
earned.

    


    7.      Change in
Control.  If a Participant is employed by the Company on the
date of a Change in Control, subject to Article 2.7 and Article 13 of the Plan,
in the event of the occurrence of a Change in Control, unless otherwise
specifically prohibited under applicable laws, or by the rules and regulations
of any governing governmental agencies or national securities exchange, the
Award shall be deemed to have been fully earned for the entire Performance
Period as of the effective date of the Change in Control, at the target level,
and shall be paid out within thirty (30) days following the effective date of
the Change in Control.

    


    8.      [for
share awards only] Recapitalization.  Subject
to Article 4.2 of the Plan, in the event that there is any change in corporate
capitalization, such as a stock split, or a corporate transaction, such as any
merger, consolidation, separation including a spin-off, or other distribution of
stock or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Code 368) or any
partial or complete liquidation of the Company, such adjustment shall be made in
the number and class and/or price of the Company’s Common Stock subject to this
Award, as may be determined to be appropriate and equitable by the Committee, in
its sole discretion, to prevent dilution or enlargement of rights; provided,
however, that the number of Performance Shares subject to this Award shall
always be a whole number.

    


    9.      Tax
Withholding.  The Committee shall have the power and the right
to deduct or withhold, or require the Participant or beneficiary 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.  In
satisfaction of such requirements, the Participant may elect, subject to the
approval of the Committee, to satisfy the withholding requirement, in whole or
in part, by having the Company withhold from the payment of the Award: [(a)
shares of Company Common Stock having a Fair Market Value on the date the tax is
to be determined equal to the minimum statutory total tax which could be
withheld on the transaction (“Withholding Amount”) with respect to the
Performance Share component of the Award; and/or] (b) cash equal to the
Withholding Amount on the Cash component; [or (c) in lieu of (a) and (b), cash
equal to the Withholding Amount on both the Performance Share and the Cash
components].  All such elections shall be irrevocable, made in
writing, signed by the Participant, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems
appropriate.

     

    10.                 Clawback.  Any
payouts will be subject to recovery if it is determined that the Participant
personally and knowingly engaged in practices that materially contributed to the
circumstances that led to the restatement of the Company’s financial
statements.

    


    11.                 Nontransferability.  This
Agreement as well as the rights granted thereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.

    


    12.                 Administration.  This
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 Committee may adopt for
administration of the Plan.  It is expressly understood that the
Committee 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.

    


    
      13.            Miscellaneous


    

    
      	
               
      

            	
              (a) 
       

            	
              This
      Award Agreement shall not confer upon the Participant any right to
      continuation of employment by the Company, nor shall this Award Agreement
      interfere in any way with the Company’s right to terminate his or her
      employment at any time.

            


    

    


    
      	
               
      

            	
              (b) 
       

            	
              The
      Committee and/or the Company’s Board of Directors 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 theParticipant’s
      written consent.

            


    

    


    
      	
               
      

            	
              (c)  
      

            	
              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.

            


    

    


    
      	
              (d)  

            	
              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 ____,
20__.

     

    
      
        
          	 	BROWN SHOE COMPANY,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	
                  Participant

                	 


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ATTACHMENT
A

    to Brown Shoe
Company, Inc.

    Performance
Award Agreement-

    for Performance Period of
Fiscal Years 200    -20    


    
      	
              1.

            	
              PERFORMANCE
      MEASURES

            


    

    The
Performance Measures for this Award shall be:  _____

    


    
      	
              2.  

            	
              PERFORMANCE PAYOFF
      PROFILE

            


    

    


    


    PROFILE
– 20__ GRANT

    (%
OF TARGET PAID OUT)

    


    


    


    


    


    [Payout gird to be
inserted]