bws8k031108ex10_3.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.3

        

      

    


    BROWN
SHOE COMPANY, INC.

    


    INCENTIVE
AND STOCK COMPENSATION PLAN OF 2002

    (as Amended and
Restated)

    


    PERFORMANCE
UNIT AWARD AGREEMENT

    


    


    


    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 Unit 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 Number of Performance
Shares:  ___  shares of Company common
stock

    


    Target Cash-Based
Award:  $___

    


    Performance
Period:  [beginning of current fiscal year] to [end of third
fiscal year]

    


    
      	
               
      

            	
                    Performance
      Measure:  Cumulative earnings per share for three fiscal
      years and compound annual revenue growth for three fiscal
      years.

            


    

    


    THIS AWARD AGREEMENT, effective ___,
20__, represents the grant of both Performance Shares (“Performance Shares”) and
the Cash-Based Award (“Cash”) (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 Period commences on ____, 20__
      and ends on ____, 20__.

            


    

    


    
      	
               
      

            	
              2.

            	
              Value of
      Award.  The Award shall represent and have a maximum
      value equal to two times the value of each component (that is, a maximum
      of two times the target number of Performance Shares and two times the
      target amount of Cash).

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              3.

            	
              Award Payoff and Achievement of
      Performance Measures.  The Award to be earned under this
      Agreement shall be based upon the Company’s cumulative earnings per share
      for Fiscal Years 20__, 20__ and 20__ and compound annual revenue growth
      for Fiscal Years 20__, 20__ and 20__. For this purpose, earnings per share
      shall be calculated based on annual net earnings per diluted share (in
      accordance with U. S. generally accepted accounting principles), and is
      subject to the Committee’s right, pursuant to Section 14.2 of the Plan, to
      make adjustments for unusual or nonrecurring
  events.

            


    

    


    
      	
               
      

            	
              Revenue
      shall represent the “net sales” reported in our financial statements, and
      the compound annual revenue growth rate percentage shall be calculated
      based on the geometric average growth rate in revenue for Fiscal Years
      20__, 20__ and 20__.

            


    

    


    The percent of the Award earned shall
then be determined based on the following chart:

    


    PAYOFF
PROFILE – 20__ GRANT

    (%
OF TARGET PAID OUT)

    
      	
               

              Compound

              Annual

              Sales

              Growth

              Rate

               

            	
               

              %

              %

              %

              %

               

               

               

            	
               

              %

              %

              %

              %

               

               

               

            	
               

              %

              %

              %

              %

               

               

            	
               

              %

              %

              %

              %

               

               

            	
               

              %

              %

              %

              %

               

               

               

            	
               

              %

              %

              %

              %

               

               

               

            


    

    EPS                                     <$                                    $             $                      $                $

    


    Interpolation
shall be used to determine the percent of the Award earned in the event the
Company’s EPS measure does not fall directly on one of the ranks listed in the
above chart.  However, no payoff is earned unless the minimum EPS of
$___ is achieved.

    


    
      	
               
      

            	
              4.

            	
              Termination
      Provisions.  Except as provided below, a Participant
      shall be eligible for payment of the earned Award, as specified in Section
      3, only if the Participant’s employment with the Company continues through
      the end of the Performance Period. If a Participant retires at normal
      retirement date or at early retirement date with the approval of the
      Committee (“Retirement”), or suffers a permanent Disability, or dies
      during the Performance Period, the Committee, in its sole discretion, may
      determine that the Participant shall be eligible for that proportion of
      the Award earned under Section 3 for such Performance Period that his or
      her number of full months of participation during the Performance Period,
      bears to the total number of months in the Performance
      Period.  In the event of the death of the Participant, his or
      her beneficiary shall be entitled to the Award to which the Participant
      otherwise would have been entitled under the same conditions as would have
      been applicable to the Participant.  Awards will be payable
      under this Section 4 (including upon Retirement, death or Disability) at
      the time specified in Section 6, but only to the extent that the
      performance goals set forth in Section 3 have been
  met.

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              5.

            	
              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 issued to the
      Participant following the completion of the Performance
      Period.

            


    

    


    
      	
               
      

            	
              6.

            	
              Form and Timing of Payment of
      the Award.  Payment of the earned Performance Shares
      shall be made in shares of the Company’s Common Stock, and payment of the
      earned Cash Award shall be made in cash.  Payment of the earned
      Award shall be made within sixty (60) calendar days following the close of
      the Performance Period.

            


    

    


    
      	
               
      

            	
              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.

            	
              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.

            	
              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.

            


    

    


    
      	
               
      

            	
              11.

            	
              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.

            


    

    


    


    
      	
               
      

            	
              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
      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