CONSULTING
      AGREEMENT

    


    This
      CONSULTING AGREEMENT
      is made
      and entered into this 17th day of July, 2008, by and between Collective Brands,
      Inc., 3231 SE Sixth Avenue, Topeka, KS 66607, a Delaware corporation, and its
      parent, subsidiaries and affiliated companies (“Collective”), and Jay A. Lentz
      (“Consultant”), a resident of Lake Lotawana, Missouri.

    


    In
      consideration of the mutual covenants and promises set forth herein, the parties
      agree:

    


    1. Term.
      This
      Agreement shall commence on August 3, 2008, and shall terminate on August 2,
      2009 (the “Term”). Notwithstanding the foregoing, this Agreement may be
      terminated by either party, at any time, upon 30 days written notice. Collective
      shall remain obligated to pay Consultant for consulting services performed
      under
      this Agreement prior to the effective date of termination.

    


    2. Services.
      (a)
      Consultant agrees that he will, when and as requested by the Chief Executive
      Officer of Collective, from time to time during the term of this Agreement,
      and
      at such place or places as Collective may reasonably request, provide
      non-employee human resource-related consulting services to Collective as
      directed by the Chief Executive Officer of Collective (the “Services”).


    


    (b)
      Consultant is responsible for securing his own office space, office equipment,
      and clerical support services, but visiting office space and appropriate office
      equipment will be provided if Consultant is meeting with individuals at
      Collective Brands/Collective Licensing/Stride Rite offices. Consultant may
      arrange the time and manner of performance of the consulting services and will
      not be expected to maintain a schedule of duties or assignments except as needed
      to meet deadlines established by Collective. Collective shall specify
      milestones, meeting and conference schedules, and due date for deliverables
      as
      necessary. 

    


    3. Fee.
      (a)
      Collective agrees to pay Consultant (i) a monthly retainer of $6,000.00 for
      Services rendered of up to two days per month for the first six months of the
      Agreement; and (ii) a monthly retainer of $3,000.00 for Services rendered of
      up
      to one day per month for the last six months of the Agreement, payable on the
      15th
      of each
      month. If Consultant has received pre-approval from the Chief Executive Officer
      of Collective to perform Services in excess of the monthly maximum requirements,
      Collective will pay Consultant at the daily rate of $3,000 for such Services.
      Provided, however, the scope and deliverables for any special projects will
      be
      negotiated by Consultant and the Chief Executive Officer of Collective. These
      payments will not be subject to any payroll taxes or deductions, income
      withholding taxes, social security taxes, or any other taxes that are
      customarily deducted from wages. Consultant will be provided an IRS Form 1099
      reflecting such payments. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b)
      Each
      payment hereunder shall be considered a separate payment for purposes of Code
      Section 409A. It is anticipated that, effective August 2, 2008, the level of
      Services performed by Consultant will not exceed 20% of the average level of
      services performed by Consultant for Collective over the 36-month period ending
      August 2, 2008. Accordingly, Consultant will experience a separation from
      service on August 2, 2008, under the provisions of Section 409A of the Internal
      Revenue Code of 1986, as amended.

    


    4. Invoices.
      Consultant shall furnish Collective with invoices on a monthly basis for any
      Services performed in the preceding month in excess of the retainer. Collective
      will also reimburse Consultant for all reasonable and necessary travel related
      expenses incurred during the course of providing the Services, including
      mileage, overnight travel, lodging, meals, long distance telephone calls, or
      other related expenses in accordance with Collective’ reimbursement policies in
      effect during the Term of this Agreement. Consultant shall furnish Collective
      with an itemized invoice for Services performed during each month of this
      Agreement in excess of the retainer, and for any expenses incurred, which will
      be paid no later than 30 days after receipt of the invoice by Collective. Each
      invoice will set forth in reasonable detail the Services performed and days
      on
      which such Services were performed and the related expenses. Collective may,
      without breach of this Agreement, withhold payment of any particular invoice
      item that it disputes reasonably and in good faith, conditional upon Collective
      providing to Consultant, by the due date of the invoice or promptly thereafter,
      written notification of the amount in dispute including sufficient detail to
      describe the nature and particulars of the dispute. The parties shall diligently
      and in good faith attempt to resolve the dispute.

    


    5. Relationship
      Between the Parties.
      (a)
      Consultant is engaged by Collective only for the purpose and to the extent
      set
      forth in this Agreement and his relationship shall at all times be a consultant
      rather than a co-venturer, partner, agent, or employee of Collective. Consultant
      is responsible for the payment of all federal, state and local income/earnings
      taxes on all sums paid to him by Collective and understands that Collective
      is
      not obligated to provide workers’ compensation insurance coverage nor make
      social security or unemployment compensation contributions on his behalf.
      Further, Consultant is not entitled to participate in any plan, arrangement
      or
      distribution of any stock, bonus, profit sharing, group medical coverage, group
      life insurance coverage, long or short term disability arrangements, or any
      other benefits provided to employees of Collective as a result of this
      Agreement. Consultant shall have the sole responsibility for reporting and
      remitting all taxes due to any authority as a result of any fee or other related
      cost paid by Consultant under this Agreement and shall indemnify and hold
      Collective harmless from any breach of his obligation under this
      sentence.

    


    (b)
      It is
      agreed and understood that nothing in this Paragraph 5 or elsewhere in this
      Agreement shall be deemed or construed to create or continue an
      employer-employee relationship between Consultant and Collective, it being
      agreed that such relationship between Jay A. Lentz and Collective terminated
      on
      August 2, 2008.


    
      
         

      

      
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    6. Confidential
      Information.
      Collective will communicate information to Consultant of a highly privileged,
      confidential and/or proprietary nature, including information obtained by
      Collective from third parties. This includes, but is not limited to, documents
      and information regarding Collective’s methods of operation; suppliers and
      agents; pricing; costs; sales and expenses; profit margins; financial statements
      or other financial information; marketing plans and strategies; seasonal plans,
      goals, objectives and projections; product lines; information regarding past,
      present, or future business or prospects; salary, staffing, training and
      employment information (including information about the performance of
      executives of Collective); or any technical information not of a published
      nature relating to how Collective does business. Consultant agrees not to use,
      directly or indirectly, any such confidential information to the detriment
      of
      Collective, or for his benefit (or the benefit of any third party), and will
      not
      make any oral or written disclosure thereof, except as specifically authorized
      in writing by Collective. Upon termination of this Agreement, Consultant shall
      return all Collective documents, records, and confidential information, in
      whatever form, to Collective and shall not retain copies or other records
      thereof. Consultant shall also obtain Collective’s consent to use its names,
      trademarks, tradenames, and other intellectual property identified with
      Collective. 

     

    7. Collective
      as Exclusive Owner of Work Product.
      Consultant agrees that Collective will be the exclusive owner of all works
      conceived or produced by Consultant pursuant to this Agreement, including that
      Collective will be the exclusive owner of all copyrights and other intellectual
      property rights in or based upon such works. With regard to such copyrightable
      works, Consultant agrees that Collective will be the “person for whom the work
      is prepared” and that Collective will be the exclusive work-for-hire author
      under the copyright laws of the United States. In addition, Consultant agrees
      to
      and hereby assigns exclusively to Collective such works, copyrights, and other
      intellectual property rights. This provision will survive the termination,
      cancellation, or expiration of this Agreement.

     

    8. Agency
      Relationship.
      Consultant acknowledges that no agency relationship is created by this Agreement
      and that he shall have no authority to act on behalf of Collective or to bind
      Collective, or its parent, subsidiaries or affiliates, to any agreement,
      contract, or cause of action. Consultant shall not represent directly or
      indirectly that he is an agent or legal representative of Collective or incur
      any liabilities or obligations in the name of or on its behalf, except as
      specifically authorized in writing by Collective.

     

    9. Indemnification.
      Consultant agrees to indemnify, defend, and hold Collective harmless from and
      against any and all claims, demands, suits, losses, damages, judgments, costs,
      and attorney fees in connection with defending against any claim arising out
      of
      Consultant’s acts or omissions which occur in the course of Consultant’s
      performance under this Agreement.

     

    10. Amendment,
      Breach and Waiver.
      This
      Agreement may not be changed, amended, or modified in any manner except by
      an
      instrument in writing signed by both of the parties hereto. The failure of
      either party to enforce at any time any of the provisions of this Agreement
      shall not be construed as a waiver of any such provision, or of the right to
      such party thereafter to enforce each and every such provision in the event
      of a
      subsequent breach.

     


    
      
         

      

      
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    11. Remedies.
      Consultant acknowledges and agrees that the restrictions in this Agreement
      on
      Consultant are reasonable in order to protect Collective’s expectations and
      rights under this Agreement and to provide Collective with the protections
      that
      Collective needs to, among other things, safeguard its confidential information.
      Consultant agrees that any breach of this Agreement by Consultant 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 right or remedy it may have, to an injunction restraining Consultant
      from
      any violation or other threatened violation of this Agreement. In the event
      that
      Collective is successful in any action related to enforcement of this Agreement,
      Consultant agrees to pay the reasonable attorneys fees and costs as calculated
      by the Court.

    


    12. Employer
      I.D. Number.
      Consultant shall provide Collective with his Employer Identification Number
      to
      allow Collective to provide an IRS Form 1099 at the end of each calendar year
      during the Term of this Agreement which sets forth all the payments made to
      Consultant pursuant to this Agreement.

     

    13. Entire
      Agreement.
      This
      Agreement contains the entire understanding of the parties respecting the
      consulting services contemplated herein. However, this Agreement does not
      supercede the post-termination obligations under Paragraphs 4 through 6 of
      the
      Employment Agreement dated July 16, 2007, the terms and obligations of which
      remain in full force and effect.

     

    14. Severability.
      The
      invalidity or unenforceability of any provision, or portion of this Agreement
      shall not affect the remainder of that provision or any other provision thereof.
      

     

    15. Successors
      and Assigns.
      This
      Agreement and 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
      Consultant. Provided, however, this Agreement may be assigned by Consultant
      to a
      limited liability company or similar entity owned solely by
      Consultant.

     

    16. Choice
      of Law; Venue.
      This
      Agreement and any questions regarding the validity, interpretation, or
      performance shall be governed by, and construed in accordance with, the laws
      of
      the State of Kansas. Collective and Consultant agree that any action to enforce
      any provision of this Agreement shall be filed and litigated exclusively in
      any
      state or federal court located in the City of Topeka, Kansas, or in Shawnee
      County, Kansas.

     

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


    
      
         

      

      
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              COLLECTIVE
                BRANDS, INC.

            
	 	 
	
              By:

            	
              /s/
                Matthew E. Rubel

            
	 	 
	
              Title:

            	
              Chairman,
                Chief Executive Officer and President

            
	 	 
	
              /s/
                Jay A. Lentz

            
	
              Consultant

            


    

    


    
      
         

      

      
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