bws10k08ex10_5d1.htm


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    EXHIBIT 10.5D(1)


    RESTRICTED
STOCK AWARD AGREEMENT - Employee

     

    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:  «First_Name»
«Middle_Init» «Last_Name»

     

    Award Grant
Date:  _________, 20__

     

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

       

      
        Vesting Schedule
(Lapse of
Restrictions:  ____________

      

    

     

    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
in the employ of the Company and shall have been continuously so employed since
the date of grant of the Restricted Shares.  If you do not meet these
conditions at any time, such 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,
Disability or Retirement.  In the event of termination of
employment due to death, permanent Disability, or retirement at age 65, or early
retirement approved by the Compensation Committee, 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 as of the
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.  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.

     

    9.  Share
Withholding.  With respect to withholding upon the lapse of
restrictions on the Restricted Shares, or upon any other taxable event arising
as a result of this grant of Restricted Shares, the Participant may elect,
subject to the approval of the Board, to satisfy the withholding requirement, in
whole or in part, by having the Company withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the minimum statutory
total tax which could be imposed on the transaction.  All such
elections shall be irrevocable, made in writing, signed by the Participant, and
shall be subject to any restrictions or limitations that the Board, in its sole
discretion, deems appropriate.

     

    10.  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.

     

    11. 
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 the Compensation Committee 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.

     

    12. 
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
      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.

            


    

     

    
      	
               
      

            	
              (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 date written
below.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	BROWN
      SHOE COMPANY, INC.	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

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

                                	 	 	 	 
	 	 	 	 	 	 
	 Date: