bws8k031108ex10_1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.1

     

    Summary
of Compensatory Arrangements

    for
the Named Executive Officers

    of  Brown
Shoe Company, Inc.

     

    


     

     

    Annual Cash
Incentive.  The named executive officers are eligible, under
the Company’s Incentive and Stock Compensation Plan of 2002, as Amended and
Restated, to receive annual cash incentive (bonus) awards.

     

    Long-Term Incentives.
The named executive officers are eligible, under the Company’s Incentive and
Stock Compensation Plan of 2002, as Amended and Restated, to participate in the
Company’s long-term incentive program involving the award of stock options,
restricted stock and performance-based awards.

     

    On March
5, 2008, the Compensation Committee of our Board of Directors granted
performance units to these individuals in lieu of performance shares that were
granted in prior years.  For the performance period of fiscal
2008-2010, the performance units provide that performance shall be measured by
both compound annual sales growth and cumulative earnings per share (as adjusted
for non-recurring expenses and recoveries), and that a minimum earnings per
share shall be required for any payout.  The Performance Unit awards
include a target amount of cash and a target number of our shares, with the
maximum payout being two times the target amounts.  Based on the
Company’s performance and the resulting calculated payout as a percent of the
target level, following the end of the three-year performance period, the cash
component will be paid in cash and the stock component will be paid in shares of
our stock.

     

    The
following table indicates the target cash amount and the target number of our
shares for the performance units granted to each of the 2007 named
executives:

     

    


    
      	
              
                Name
      and Title of Executive Officer

              

            	
              
                Target
      Cash Amount

              

            	
              
                Target
      Shares (#)

              

            
	
              Ronald
      A. Fromm

              Chairman
      of the Board and Chief Executive Officer

            	
              $425,600

            	
              28,000

            
	
              Mark
      E. Hood

                      Senior
      Vice President and Chief Financial Officer

            	
              $106,400

            	
               7,000

            
	
              Diane
      M. Sullivan

              President
      and Chief Operating Officer

            	
              $296,400

            	
              19,500

            
	
              Joseph
      W. Wood

              President,
      Famous Footwear and Brown Shoe Retail

            	
              $106,400

            	
               7,000

            
	
              Gary
      M. Rich

              President,
      Brown Shoe St. Louis - Wholesale

            	
              $106,400

            	
               7,000

            


    

     

    Benefit Plans and Other
Arrangements.  The named executive officers are eligible to
participate in Company programs available to all employees, including health,
disability and life insurance programs, and qualified 401(k) and pension
plans.

     

    The named
executive officers also participate in an Executive Retirement Plan (SERP),
which effectively replaces a benefit that higher-earning employees lose under
the tax-qualified pension plan and in certain aspects enhance the benefits in
favor of the employees, and each of the named executive officers is a party to a
severance agreement which provides benefits upon certain events of termination,
including those following a change of control.

     

    The named
executives are also eligible to participate in the Deferred Compensation Plan
effective January 1, 2008, that allows the participant to defer up to 50% of
base salary and up to 100% of other compensation, with deferral only of cash
compensation authorized, and with deferral until termination or other date
specified date by the participant.

     

    In
addition, the named executive officers listed may receive perquisites, including
personal use of the corporate aircraft, financial and tax planning services,
executive disability, executive physicals and club dues.