exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     THIS AGREEMENT is made this 30th day of November, 2008 (the “Effective Date”), by and between
COLLECTIVE BRANDS, INC., a Delaware corporation, (“CBI”) and DOUGLAS G. BOESSEN (“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 him 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 May 31,
2010 (the “Contract Term”), unless sooner terminated in accordance with Paragraph 8 hereof.
Beginning on December 1, 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 Division Senior Vice
President, Chief Financial Officer and Treasurer, 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. 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 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 division 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 $300,000.00, 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.



     (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.



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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, in accordance
with the criteria established from time to time by the Compensation 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 eighteen (18) months
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 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; Foot Star, 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; 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;




     (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;



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     (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.



     (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



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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 18 month 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 the 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 Collective employment, 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.



     (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



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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 1.5 times Executive’s then current
base salary at the time of termination of employment, payable in a lump sum, less applicable
withholdings and deductions;




     (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



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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 21/2 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;




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



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     (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.



     (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.



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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.



13. Entire Agreement. 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, 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.




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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 subsidiary is a third party
beneficiary of this Agreement with respect to, among other things, the protection of each such
subsidiary’s interest in such subsidiary’s Confidential Information, customer goodwill,
relationships and contacts, and each such subsidiary has the full rights and power to enforce the
rights, interests and obligations under this Agreement of or relating to such subsidiary.



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.




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



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	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Douglas G. Boessen	 	 
	 	 	 	 	 
	 	 	     Douglas G. Boessen	 	 
	 
	 	 	 	 	 	 
	 	 	COLLECTIVE BRANDS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Betty J. Click	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Betty J. Click	 	 
	 

	 	Its:
	 	Senior Vice President – Human Resources
	 	 







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