EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT is made this 3rd day of August, 2008 (the “Effective Date”), by and
      between COLLECTIVE BRANDS, INC., a Delaware corporation, (“CBI”) and BETTY J.
      CLICK (“Executive”).

     

    WITNESSETH:

     

    WHEREAS,
      CBI and its related entities are one of the leading global footwear, accessories
      and lifestyle brands companies in the United States, reaching customers through
      multiple price points and selling channels, including retail, wholesale,
      licensing and e-commerce, throughout the United States, Europe, Puerto Rico,
      and
      the U.S. Virgin Islands, Guam, Saipan, Canada, and Central and South
      America.

     

    WHEREAS,
      CBI conducts its business in part through various direct and indirect
      subsidiaries, including Payless ShoeSource, Inc., The Stride Rite Corporation,
      and Collective Licensing International, LLC (CBI and its subsidiaries and
      affiliates being collectively referred to as “Collective”).

     

    WHEREAS,
      Executive recognizes and acknowledges that Executive's position with Collective
      provides her with access to Collective’s proprietary, trade secret and other
      confidential information relating to its business.

     

    WHEREAS,
      Collective has expended a great deal of time, money and effort to develop and
      maintain its proprietary, trade secret and confidential information; this
      information, if misused or disclosed, could be very harmful to Collective's
      business and its competitive position in the marketplace. 

     

    WHEREAS,
      Executive recognizes and acknowledges that if Executive's employment with
      Collective ceases, Collective needs certain protections to ensure that Executive
      does not misuse or disclose any proprietary, trade secret or confidential
      information entrusted to Executive during the course of employment or take
      any
      other action which could result in a loss of Collective's good will that was
      generated on Collective's behalf and at its expense, and, more generally, to
      prevent Executive from having an unfair competitive advantage over
      Collective.

     

    WHEREAS,
      Executive desires to be employed by Collective, to be eligible for potential
      compensation increases and to be given access to proprietary, trade secret
      and
      confidential information of Collective necessary for Executive to perform
      Executive’s job, but which Collective would not make available but for
      Executive’s signing and agreeing to abide by the terms of this Agreement.


     

    In
      consideration of the mutual promises and agreements herein contained, and other
      good and valuable consideration the receipt and sufficiency of which are hereby
      acknowledged, the parties agree as follows:


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    1. Term.
      This
      Agreement shall commence on the Effective Date and shall expire on August 3,
      2010 (the “Contract Term”), unless sooner terminated in accordance with
      Paragraph 8 hereof. Beginning on August 4, 2008, the Contract Term will be
      automatically extended each day by one day, until either party delivers to
      the
      other written notice of non-renewal. 

     

    2. Duties.
      

     

    (a) Executive
      shall perform all duties incident to the position of Senior Vice President,
      Human Resources, as well as any other duties as may be assigned from time to
      time by Collective, and agrees to abide by all the by-laws, policies, practices,
      procedures and rules of Collective. Executive agrees to use Executive’s best
      efforts, energies and skill to perform the duties and responsibilities of the
      position, and to this end will devote Executive’s full time and attention
      exclusively to the business of Collective and/or such Collective entities to
      which Executive may be assigned or transferred. Executive may be assigned or
      transferred to another management position, as designated by Collective, which
      may or may not provide the same level of responsibility as the initial
      assignment. This Agreement shall remain in effect and shall apply to Executive,
      without any need for re-execution, regardless of the Collective parent,
      subsidiary or business division for which Executive works or provides services,
      or the duties to which Executive may in the future be assigned. 

     

    (b) At
      all
      times during the Contract Term, Executive will maintain Executive’s residence
      within reasonable access to the Corporate Headquarters of Collective or any
      subsidiary, division or affiliate to which Executive may be
      assigned.

     

    3. Compensation;
      Benefits.

     

    (a) Base
      Salary.
      Collective agrees to pay Executive a base salary during the Contract Term at
      the
      annual rate of $330,000.00, less applicable taxes and withholding, payable
      in
      equal bi-weekly installments, which annual rate will be subject to an annual
      review, which may result in an increase or decrease in salary, during
      Collective’s regularly scheduled review time. 

     

    (b) Incentive
      Plans.
      Executive shall be eligible to participate in such annual and long-term plans,
      programs or arrangements established from time to time for senior executives
      of
      Collective (the "Incentive Plans"), in accordance with and subject to all of
      the
      terms and provisions of such Incentive Plans, and such incentive plans of
      Collective as may be appropriate in light of any reassignment or transfer of
      Executive under Paragraph 2(a) above. 

     

    (c) Expenses.
      Collective shall reimburse Executive for all items of normal business expense
      incurred by Executive as an employee of Collective in accordance with
      Collective’s reimbursement policies in effect from time to time.

     

    (d) Benefits.
      Collective has adopted certain welfare benefit plans (including, but not limited
      to, medical, prescription drug, dental, disability, and life insurance) and
      has
      established certain perquisites which may, from time to time, confer rights
      and
      benefits on Executive in accordance with their terms. Collective may also,
      in
      the future, adopt additional welfare benefit plans, establish additional
      perquisites, or amend, modify or terminate any of the aforesaid welfare benefit
      plans and arrangements, all in accordance with their terms and in accordance
      with applicable law. Unless effectively waived, Executive shall be entitled
      to
      whatever rights and benefits which may be conferred on Executive, from time
      to
      time in accordance with the terms of such plans and arrangements and such
      benefit plans of Collective as may be appropriate in light of any reassignment
      or transfer of Executive under Paragraph 2(a) above. 


    
      
         

      

      
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    (e) Stock.
      Executive will be eligible for future grants of restricted stock, stock-settled
      stock appreciation rights, stock options, or performance units, if any, as
      may
      be granted under the terms of the Collective Brands, Inc. 2006 Stock Incentive
      Plan, or any successor plan, in accordance with the criteria established from
      time to time by the Compensation, Nominating and Governance Committee of the
      Collective Brands, Inc. Board of Directors. 

     

    (f)
       Automobile
      Allowance.
      Executive shall be eligible for an automobile allowance as determined by
      Collective from time to time, paid monthly upon written request. The portion
      of
      the allowance that is substantiated as business-related will not be considered
      taxable. 

     

    4. Noncompete.

     

    (a) At
      all
      times during the Contract Term, and for a period of two (2) years immediately
      following Executive’s last day of employment with Collective, Executive will not
      directly or indirectly: 

    


    (i) own,
      manage, operate, finance, join, control, or participate in the ownership,
      management, operation, financing, or control of, or be a partner in, be employed
      by, or act as an advisor, consultant, agent, officer, director, or independent
      contractor for, or otherwise have an interest in, a Competing Business;
      or

    


    (ii) solicit,
      induce, hire, or attempt to aid or assist any person or entity other than
      Collective in soliciting for employment, offering employment to, or hiring,
      any
      employee of Collective or any person who, at any time during the 12 months
      prior
      to the solicitation, was employed by Collective.

    


    Nothing
      in this Paragraph 4(a) shall prevent Executive, however, from performing
      Executive’s duties and responsibilities for Collective. In addition, ownership
      of an investment of less than the greater of $25,000 or 1% of any class of
      equity or debt security of a Competing Business shall not constitute ownership
      or participation in ownership in violation of Paragraph 4(a)(i). 

    


    (b) The
      term
      "Competing Business" shall include, but not be limited to:

    


    (i) any
      retail business or licensee with gross sales or revenue in the prior fiscal
      year
      of more than $25 million (or which is a parent, subsidiary, affiliate or joint
      venture partner of a business with gross sales or revenue in the prior fiscal
      year of more than $25 million) which sells footwear or accessories in whole
      or
      in part competitive to that sold by Collective (“Competitive Footwear”),
      including, without limitation, Wal-Mart Stores, Inc.; Sears Holdings
      Corporation; Target Corporation; FootStar, Inc.; DSW, Inc.; Aldo Shoes, Inc.;
      Ross Stores, Inc.; T.J. Maxx; Off-Broadway Shoes; Burlington Coat Factory
      Warehouse Corporation; Gennesco Inc.; Brown Shoe Company, Inc.; Shoe Carnival,
      Inc.; Kohl’s Corporation; Liz Claiborne, Inc.; Big 5 Sporting Goods Corporation;
      J.C. Penney Company; Shoe Zone, Limited; Bata, Limited; Shoes.com; and
      Zappos.com, within 10 miles of any Collective store or the store of any
      wholesale customer or licensee of Collective in the United States, or anywhere
      in any foreign country in which Collective has retail stores, wholesale
      customers, or licensees;


    
      
         

      

      
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    (ii) any
      franchising or wholesaling business with gross sales or revenues in the prior
      fiscal year of more than $25 million (or which is a subsidiary, affiliate or
      joint venture partner of a business with gross sales or revenues in the prior
      fiscal year of more than $25 million) which sells Competitive Footwear at
      wholesale to franchisees, retailers or other footwear distributors located
      within 10 miles of any Collective store or the store of any wholesale customer
      or licensee of Collective in the United States, or anywhere in any foreign
      country in which Collective has retail stores or wholesale customers;


    


    (iii) any
      footwear manufacturing business with gross sales or revenue in the prior fiscal
      year of more than $25 million (or which is a subsidiary, affiliate or joint
      venture partner of a business with gross sales or revenue in the prior fiscal
      year of more than $25 million) which sells Competitive Footwear to retailers,
      wholesale customers, licensees, or other footwear distributors located within
      10
      miles of any Collective store or the store of any wholesale customer or licensee
      of Collective in the United States, or anywhere in any foreign country in which
      Collective has retail stores, wholesale customers, or licensees (including,
      without limitation, Nine West Shoes; Dexter Shoe Company; Liz Claiborne, Inc.;
      Wolverine Worldwide, Inc.; Timberland Company; Nike, Inc.; Reebok International,
      Ltd.; K-Swiss, Inc.; adidas-Salomon AG; Asics; FILA; New Balance; Puma)
      or

    


    (iv) any
      business, located in the United States or any other country in which Collective
      operates, with gross sales or revenue in the prior fiscal year of more than
      $25
      million engaged in the sale, licensing or sublicensing of footwear, apparel,
      sporting goods and accessories to other companies for manufacture and sale
      to
      the skateboarding, snowboarding, mountain biking, BMX biking, casual streetwear
      and youth lifestyle markets (including, without limitation, Adio; Anarchy;
      Circa; DC Shoes; Dragon; DVS; Element; Etnies; Globe; Lakai; Oakley; Osiris;
      Vans; Volcom; or World Industries); or

    


    (v) any
      business which provides buying office services to any store or group of stores
      or businesses referred to in Paragraph 4(b).

    


    (c) Background
      of non-compete restrictions:

    


    (i)
      In
      connection with its business, Collective has expended a great deal of time,
      money and effort to develop and maintain its proprietary, trade secret and
      confidential information; this information, if misused or disclosed, could
      be
      very harmful to Collective's business and its competitive position in the
      marketplace; 

    


    (ii)
      Executive recognizes and acknowledges that Executive’s position with Collective
      provides Executive with access to Collective’s proprietary, trade secret, and
      confidential information; 


    
      
         

      

      
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    (iii)
      Collective compensates its employees to, among other things, develop and
      preserve goodwill and relationships on Collective's behalf and to develop and
      preserve business information for Collective’s exclusive ownership and use;


    


    (iv) long-term
      customer and supplier relationships often can be difficult to develop and
      require a significant investment of time, effort and expense; and

    


    (v) Executive
      recognizes and acknowledges that if Executive’s employment with Collective were
      to cease, Collective would need certain protections in order to ensure that
      Executive does not appropriate or use any confidential and proprietary trade
      secret information entrusted to Executive during the course of employment or
      take any other action which could result in a loss of Collective’s goodwill that
      was generated on Collective’s behalf and at its expense, and, more generally, to
      prevent Executive from having an unfair competitive advantage over
      Collective.

    


    (d) Reasonableness
      of non-compete restrictions. Executive acknowledges and agrees that the
      restrictions in Paragraph 4 are reasonable and that such restrictions are
      enforceable in view of the background for the non-compete restrictions set
      forth
      in the Paragraph 4(c), and in view of, among other things, the
      following:

    


    (i) the
      markets in which Collective operates its businesses;

    


    (ii) the
      proprietary, trade secret, and other confidential business information to which
      Executive has or will have access;

    


    (iii) Executive's
      training and background, which are such that neither Collective nor Executive
      believes that the restraint will pose an undue hardship on the Executive or
      prevent Executive from finding suitable non-competitive employment during the
      specified period of non-competition;

    


    (iv) a
      Competing Business could benefit greatly if it were to obtain Collective's
      proprietary, trade secret, and other confidential business
      information;

    


    (v) Collective
      would not have adequate protection if Executive is permitted to work for any
      Competing Business in violation of this Agreement since Collective would be
      unable to verify whether its proprietary, trade secret, and other confidential
      business information was being disclosed or misused;

    


    (vi) the
      limited duration and limited scope of, and the limited activities prohibited
      by,
      the restrictions in Paragraph 4; and

    


    (vii) Collective's
      legitimate interests in protecting its proprietary, trade secret, and other
      confidential business information, goodwill and relationships.


    
      
         

      

      
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    (e) If
      Executive violates Executive’s obligations under Paragraph 4, then Collective
      shall be entitled to all legal and equitable rights and remedies under this
      Agreement, including all of its rights and remedies referred to in Paragraph
      10
      of this Agreement. Further, any time in which Executive is in violation of
      Executive’s obligations shall not count toward satisfying the time during which
      any injunctive restriction shall apply. For example, if Executive were to join
      a
      competitor in violation of the restrictions in Paragraph 4(a) and work for
      such
      competitor for one month before a court enjoined such violation, then the two
      year time period of the restriction would begin when such injunction were
      issued; the one month in which Executive violated the restriction would not
      count toward the time that the restriction applies.

    


    (f) Executive
      agrees to provide a copy of this Agreement (with Paragraph 3(a) redacted, if
      desired) to any prospective employer Executive contacts during or after
      termination or resignation of employment. Executive authorizes Collective to
      contact Executive’s future employers and other entities with which Executive has
      any business relationship to determine Executive’s compliance with this
      Agreement or to communicate the contents of this Agreement to such employer
      and
      entities. Executive releases Collective, its employees and agents, from all
      liability for damages arising from such contact or communications.

    


    5. Confidential
      Information.

     

    (a) Executive
      will not, at any time during the Contract Term or after termination of
      employment, directly or indirectly use, make known, disclose, furnish, or make
      available Confidential Information (as defined herein), other than in the proper
      performance of Executive’s duties contemplated herein.

     

    (b) “Confidential
      Information” means any non-public information pertaining to Collective’s
      business disclosed by Collective to Executive, or developed or learned by
      Executive during the course of Executive’s employment with any Collective
      entity, including, without limitation, any confidential information and
      documents concerning Collective’s customers; customer, supplier, and vendor
      lists; terms, conditions and other business arrangements with vendors,
      suppliers, or factories; contract factory lists; manufacturing plans;
      advertising, marketing plans and strategies; pricing information; profit
      margins; seasonal plans, goals, objectives and projections; compilations,
      analyses and projections regarding Collective's businesses, product segments,
      product lines, suppliers, sales and expense information; patent applications
      (prior to their being public); salary, staffing and employment information
      (including information about performance of other executives); operations
      manuals; computer software applications and other programs; techniques, methods,
      styles, designs and design concepts, business plans, knowledge and data related
      to processes, products, compounds, compositions, formulae, lasts and molds,
      and
      "know-how," techniques or any technical information not of a published nature
      relating, for example, to how Collective conducts its businesses; 

     

    (c) Executive
      acknowledges that Collective’s businesses are intensely competitive and that, by
      virtue of Executive’s employment with Collective, Executive will have access to
      and knowledge of Confidential Information. Executive also agrees that the misuse
      or direct or indirect disclosure of Confidential Information to existing or
      potential competitors of Collective would place it at a competitive disadvantage
      and would harm and damage Collective’s businesses. 


    
      
         

      

      
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    (d) During
      Executive's employment with Collective and thereafter, Executive will: (i)
      notify and provide Collective immediately with the details of any unauthorized
      possession, use or knowledge of any Confidential Information, (ii) assist in
      preventing any reoccurrence of such possession, use or knowledge, and (iii)
      cooperate with Collective in any litigation or other action to protect or
      retrieve Confidential Information.   

     

    6. Collective
      Intellectual Property.
      (a)
      Executive hereby assigns to Collective all of Executive’s rights, title, and
      interest (including but not limited to all patent, trademark, copyright and
      trade secret rights) in and to all Work Product (as defined herein). Executive
      further acknowledges and agrees that all copyrightable Work Product prepared
      by
      Executive within the scope of Executive’s employment with Collective are “works
      made for hire” and, consequently, that Collective owns all copyrights thereto.
      For purposes of this Agreement, “Work Product” shall include but is not limited
      to, all literary works, software, documentation, memoranda, photographs,
      artwork, sound recordings, audiovisual works, ideas, designs, inventions,
      discoveries, creations, conceptions, improvements, processes, algorithms, and
      so
      forth which (i) are prepared or developed by Executive, individually or jointly
      with others, during Executive’s employment with Collective, or within six (6)
      months thereafter, whether or not during working hours, and (ii) relate to
      or
      arise in any way out of (1) current and/or anticipated business and/or
      activities of Collective, (2) Collective’s current and/or anticipated research
      or development, (3) any work performed by Executive for Collective, and/or
      (4)
      any information or assistance provided by Collective, including but not limited
      to Confidential Information.

     

    (b)
       Executive
      shall promptly disclose to Collective all Work Product. All such Work Product
      is
      and shall forthwith become the property of Collective, or its designee, whether
      or not patentable or copyrightable. Executive will execute promptly upon request
      any documents or instruments at any time deemed necessary or proper by
      Collective in order to formally convey and transfer to Collective or its
      designee title to such Work Product, or to confirm Collective or its designee’s
      title therein, and in order to enable Collective or its designee to obtain
      and
      enforce United States and foreign Letters Patent, Trademarks and Copyrights
      thereon. Executive will perform Executive’s obligations under this Paragraph 6
      without further compensation, except for reimbursement of reasonable
      out-of-pocket expenses incurred at the request of Collective. 

     

    7. Disability.
      If
      Executive becomes Disabled and remains continuously so Disabled for a period
      of
      180 days, then Collective's obligations under this Agreement may be terminated
      by notice in writing to that effect during the continuance of such Disability,
      such termination to take effect the later of (a) the last day of the month
      during which such notice is given or (b) the last day of such 180 day period.
      If
      Executive has made a previous election to participate in the Payless ShoeSource,
      Inc. Long-Term Disability Plan (subject to the terms and provisions of that
      plan), then the terms of that plan shall apply. "Disability" or "Disabled"
      shall
      mean disability as defined under the Payless ShoeSource, Inc. Long-Term
      Disability Plan applicable to Executive. 

     

    
      
        8.
          Termination.

      

    

     

    (a) For
      Cause; Voluntary Resignation; Death; Disability.
      Collective may terminate Executive’s employment for Cause at any time upon
      written notice to Executive, with immediate effect. Executive may voluntarily
      resign from Collective at any time upon 30 days written notice to Collective;
      provided, Collective may require Executive to cease working earlier and which
      date shall be the termination date. If Executive’s employment terminates during
      the Contract Term by reason of Executive’s death or Disability, by Executive’s
      voluntary termination of employment, or by Collective for
      Cause:


    
      
         

      

      
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    (i) Executive’s
      basic compensation and employee benefits shall cease on the date of such
      termination or resignation, except as otherwise provided in any applicable
      employee benefit plan or program; 

    


    (ii) Executive
      shall be entitled to receive Executive’s base salary through that date of
      termination or resignation (including payment for any accrued but unused
      vacation), payable within the first pay period following termination or
      resignation; 

    


    (iii) Executive
      will be reimbursed, in accordance with Collective policy, for any business
      expenses properly incurred by Executive prior to the date of termination or
      resignation; 

    


    (iv) Executive
      shall be entitled to any equity-linked awards, consistent with the terms of
      the
      applicable award agreements; 

    


    (v)
      Executive shall be entitled to such portion of any long-term cash incentive
      compensation as shall be payable under the terms of the Incentive Plans;
      and

    


    (vi) Executive
      will have the opportunity to continue coverage in Collective’s medical, dental,
      and vision plans in which Executive is participating on the date of termination
      or resignation, through COBRA. 

    


    (b) Without
      Cause by Collective.
      Collective may terminate Executive’s employment Without Cause at any time upon
      written notice to Executive. If Executive’s employment is terminated Without
      Cause: 

    


    (i) Executive’s
      basic compensation and employee benefits shall cease on the date of such
      termination, except as otherwise provided herein or in any applicable employee
      benefit plan or program; 

    


    (ii) Executive
      shall be entitled to receive Executive’s base salary through that date of
      termination (including payment for any accrued but unused vacation);


    


    (iii) Executive
      will be reimbursed, in accordance with Collective policy, for any business
      expenses properly incurred by Executive prior to the date of termination;


    


    (iv) Provided
      that Executive is not in violation of, and does not violate, any of Executive’s
      obligations under Paragraphs 2, 4, 5, and 6 of this Agreement, Executive shall
      be entitled to a severance payment in an amount equal to two (2)
      times Executive’s
      then current base salary at the time of termination of employment, payable
      in a
      lump sum, less applicable withholdings and deductions; 


    
      
         

      

      
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    (v)
      Executive shall be entitled to the amount of any annual award payable to
      Executive under the Incentive Plans for the fiscal year in which Executive’s
      employment is terminated, prorated by the number of days Executive is actively
      employed in that fiscal year divided by the number of days in the fiscal year,
      and payable at the time and pursuant to the terms of such Incentive Plans,
      less
      applicable withholdings and deductions; provided, however, such Annual Award
      must be paid no later than 2 1⁄2 months from the end of Collective’s fiscal year
      in which Executive’s employment terminates; 

    


    (vi)
      Executive shall be entitled to any equity-linked awards, consistent with the
      terms of the applicable award agreements; 

    


    (vii)
      Executive shall be entitled to such portion of any long-term cash incentive
      compensation as shall be payable under the terms of the Incentive Plans;


    


    (viii)
      Executive will receive a special payment which is the equivalent, before taxes,
      to the portion paid by Collective towards 18 months of COBRA coverage under
      Collective’s medical, dental and vision plans, to the extent Executive is
      participating in such plan(s) on the date of termination; and. 

    


    (ix) Executive
      shall receive executive-level outplacement services to be coordinated by the
      Human Resources Department. Executive must commence utilizing the outplacement
      services no later than 30 days following the date of termination or the right
      to
      such services will cease. Provided, however, the services in no event will
      extend beyond 15 months following the date of termination. 

    


    (x) If
      at the
      time that Executive terminates employment Executive is a “key employee” within
      the meaning of IRC Section 409A and regulation issued thereunder, then, if
      necessary to comply with 409A, payment to Executive shall not be made until
      six
      (6) months after termination of employment and such payment shall be made in
      a
      lump sum, less applicable withholdings and deductions.

    


    (c) "Cause"
      means:

     

    (i) an
      act of
      fraud, embezzlement, or theft against Collective, or any other violation of
      the
      law that is harmful to its operations (excluding minor traffic violations),
      or
      conviction of a felony; 

     

    (ii) grossly
      negligent disclosure of Confidential Information contrary to the policy of
      Collective; 

    


    (iii) material
      breach of any of the terms of this Agreement, abuse of Executive’s position for
      personal gain, or breach of Executive’s duties to Collective and its
      shareholders; 

    


    (iv) engagement
      in any competitive activity which would constitute a breach of Executive's
      duty
      of loyalty or of Executive's obligations under this Agreement; 


    
      
         

      

      
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    (v) grossly
      negligent breach of any policy of Collective including those contained in
      Collective’s Code of Ethics; 

    


    (vi) the
      conviction of Executive, or a plea of guilty or nolo
      contendre,
      to any
      crime involving moral turpitude; 

    


    (vii) the
      willful and continued failure by Executive to substantially perform Executive's
      duties with Collective (other than any such failure resulting from Executive's
      incapacity due to physical or mental illness); or

    


    (viii) the
      willful engaging by Executive in conduct which is demonstrably or materially
      injurious to Collective, monetarily or otherwise. 

    


    For
      purposes of this Paragraph 8(c), an act, or a failure to act, shall not be
      deemed "willful" or "intentional" unless it is done, or omitted to be done,
      by
      Executive in bad faith or without reasonable belief that Executive's action
      or
      omission was in the best interest of Collective, as determined by Collective’s
      Senior Vice President-Human Resources. Failure to meet performance standards
      or
      objectives, by itself, will not constitute "Cause".

     

    Collective
      shall be entitled to suspend Executive with pay while investigating any conduct
      that could constitute Cause.

     

    (d) Executive
      agrees that, in addition to any other remedies, and to the extent permitted
      by
      law and or plan, Collective shall be permitted, as part of the computation
      of
      any final amount due to Executive as compensation, wages, bonus, or otherwise,
      and before any such amount shall be due and owing, to reduce any amount which
      Collective may otherwise owe to Executive by any unpaid amount which Executive
      owes to Collective.

     

    (e) Executive’s
      obligations under Paragraph 2 shall cease on the effective date of such
      resignation or termination for whatever cause(s), Executive’s obligations under
      the Agreement, including Paragraphs 4, 5, and 6, shall remain in full force
      and
      effect, and Collective shall be entitled to all legal and equitable rights
      and
      remedies under this Agreement, including all of its rights and remedies
      referenced in Paragraph 10 of this Agreement. 

    


    (f) Upon
      resignation or termination of employment due to whatever cause(s), Executive
      shall return all property of Collective which is then or thereafter comes into
      Executive’s possession, including but not limited to documents, contracts,
      agreements, plans, photographs, books, notes, records, computer diskettes and
      tapes, and any other electronically stored data and all copies of the foregoing,
      as well as an other material or equipment supplied by Collective, keys, credit
      cards, and equipment, and delete from Executive’s own computer or other
      electronic storage medium any Confidential Information. Executive shall also
      sign all documents necessary for Executive's immediate resignation as an officer
      of Collective. 


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    


    (g) The
      payments and other benefits provided in Paragraph 8 are not made pursuant to
      any
      welfare benefit or pension plan as defined by the Employee Retirement Income
      Security Act of 1974. 

    


    9. Release
      and Waiver of Claims.
      The
      parties agree that payment of severance and other benefits provided in Paragraph
      8 shall constitute payment in full for all compensation due to Executive, are
      in
      lieu of any benefits which Executive may otherwise be entitled under any
      Collective severance plans, and constitute full and complete discharge of any
      and all claims which Executive might otherwise have or purport to have with
      respect to any period subsequent to the effective date of such resignation
      or
      termination, for the payment of compensation, or any additional benefits
      provided by Collective to Executive. Provided, however, the payments of the
      amounts specified in Paragraph 8(b)(iv),(v),(viii) and (ix) are contingent
      upon
      Executive signing a Separation Agreement and General Release, prior to
      payment.

    


    10. Remedies.
      Executive acknowledges and agrees that the restrictions in this Agreement are
      reasonable in order to protect Collective’s expectations and rights under this
      Agreement and to provide Collective with the protections it needs to, among
      other things, safeguard its Confidential Information. Executive agrees that
      any
      breach or threatened breach of Paragraphs 4, 5, or 6 of this Agreement by
      Executive will cause immediate irreparable injury to Collective, for which
      an
      award of damages alone may be inadequate. Therefore, Collective shall be
      entitled, in addition to any other legal or equitable right or remedy it may
      have, to temporary, preliminary, and permanent injunctive relief restraining
      such breach or threatened breach of Paragraphs 4, 5, or 6 of this Agreement.
      Moreover, any award of injunctive relief shall not preclude Collective from
      seeking or recovering any lawful compensatory damages which may have resulted
      from a breach of this Agreement, including forfeiture of any payments not yet
      made and return of any payments already received by Executive. In the event
      Collective is successful in any suit or proceeding relating to the enforcement
      of this Agreement, Executive agrees to pay Collective’s fees, costs and
      expenses, including attorneys’ fees.

    


    11. Representations
      of Executive.
      Executive hereby represents and warrants that the execution and delivery of
      this
      Agreement and Executive’s employment with Collective do not violate any previous
      employment agreement or other contractual obligation of Executive with any
      other
      party. Executive has not disclosed, and will not disclose, to Collective any
      information, whether confidential, proprietary or otherwise, which Executive
      is
      not legally free to disclose. Executive shall abide by the terms of any
      nondisclosure or confidentiality agreement between Collective and any other
      parties.

    


    12. Severability.
      The
      invalidity or unenforceability of any provision, or portion thereof, of this
      Agreement shall not affect the remainder of that provision or any other
      provision of the Agreement. If any clause is deemed overly broad, illegal,
      invalid, or unenforceable with respect to the duration of time or the geographic
      scope, then such clause shall automatically be amended to the extent (but only
      to the extent) necessary to make it sufficiently narrow in scope, time and
      geographic area so that it shall be enforceable, and that it is not illegal,
      void or unenforceable. All other remaining terms and provisions shall remain
      in
      full force and effect.


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    13. Entire
      Agreement.
      With
      the sole exception of the Change of Control Agreement dated August 1, 2008,
      and
      the Indemnification Agreement dated August 1, 2008, each between Collective
      and
      Executive, and each amended from time to time (collectively, the “Related
      Agreements”), the entire understanding and agreement between the parties has
      been incorporated into this Agreement, and this Agreement supersedes all other
      employment agreements or other arrangements (except the Related Agreements),
      whether oral or written, with respect to the subject matter contained herein.
      This Agreement may be executed in counterparts, in which case each of the two
      counterparts shall be deemed to be an original and the final counterpart shall
      be deemed to have been executed in Topeka, Kansas.

     

    14. Amendment,
      Breach and Waiver.
      This
      Agreement may not be changed, amended, or modified in any manner except by
      a
      written instrument in writing signed by both the parties hereto, except that
      if
      IRC Section 409A
      is
      determined to have applicability to any portion of this Agreement, with the
      effect that Executive shall have no right to any payment hereunder prior to
      six
      months from employment termination, this Agreement may be amended by Collective
      to comply with IRC Section 409A. The failure of either party to enforce at
      any
      time any of the provisions of this Agreement shall in no way be construed to
      be
      a waiver of any of such provision, or of the right to such party thereto to
      enforce each and every such provision in the event of a subsequent
      breach.

     

    15. Successors
      and Assigns.
      This
      Agreement and/or the rights hereunder shall be freely assignable by Collective.
      This Agreement shall inure to the benefit of, and be binding upon, any entity
      which shall succeed to Collective’s business. Being a contract for personal
      services, neither this Agreement nor any rights hereunder, shall be assigned
      by
      Executive, and any such attempts or purported assignment shall be null and
      void.


     

    16. Third
      Party Beneficiary.
      Each
      CBI direct and indirect parent, subsidiary, and affiliate is a third party
      beneficiary of this Agreement with respect to, among other things, the
      protection of each’s interest in its Confidential Information, customer
      goodwill, relationships and contacts, and each has the full rights and power
      to
      enforce the rights, interests and obligations under this Agreement of or
      relating to each’s interest.

     

    17. Governing
      Law; Choice of Forum.
      This
      Agreement, and any questions relating or regarding the validity, interpretation,
      or performance, shall be governed by and construed in accordance with the laws
      of the State of Kansas, without reference to the conflicts or choice of law
      principles thereof. Collective and Executive agree that any action to enforce
      any provision of this Agreement shall be filed and litigated exclusively in
      any
      state court or federal court located in the City of Topeka, Kansas, or in
      Shawnee County, Kansas. Collective and Executive hereby waive any defense of
      lack of personal jurisdiction or venue in such courts and agree that process
      may
      be served, if made upon Collective, upon Collective’s registered agent (with a
      copy to Collective’s General Counsel), or if made upon Executive, at Executive’s
      last known address on the records of Collective.

     

    BY
      SIGNING THIS AGREEMENT, EXECUTIVE HEREBY CERTIFIES THAT EXECUTIVE (A) HAS
      RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE SIGNING IT; (B)
      HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT
      OPPORTUNITY TO REVIEW THE AGREEMENT WITH ANY ADVISOR WHICH EXECUTIVE MAY DESIRE
      TO CONSULT, INCLUDING LEGAL COUNSEL; (D) HAS HAD SUFFICIENT OPPORTUNITY BEFORE
      SIGNING IT TO ASK ANY QUESTIONS EXECUTIVE HAS ABOUT THIS AGREEMENT AND HAS
      RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (E) UNDERSTANDS
      EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THIS
      AGREEMENT.


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    
      	
              EXECUTIVE

            
	 
	
              /s/
                Betty J. Click

            
	 
	
              COLLECTIVE
                BRANDS, INC.

            
	 
	
              By:

            	
              /s/
                Matthew E. Rubel

            
	
              Its:

            	
              Chairman,
                Chief Executive Officer and
                President

            


    


    
      
         

      

      
        -13-