bws10q3qex10_1.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.1

        

      

    


    


    BROWN
SHOE COMPANY, INC.

    NON-EMPLOYEE

    DIRECTOR
SHARE PLAN (2009)

    


    1.           Introduction. The Brown Shoe
Company, Inc. Non-Employee Director Share Plan (“Plan”) provides a method for
the non-employee directors of Brown Shoe Company, Inc., a New York corporation,
or any successor thereto (the “Company”) to participate in the ownership of the
Company through the acquisition of shares of the Company’s common stock from the
Company.  Thirty thousand (30,000) shares of the Company’s common
stock are reserved for issuance hereunder.  This Plan shall be
effective as of January 1, 2009.

    


    2.           Definitions.  The
terms set forth below shall have the following meanings for purposes of the
Plan:

    


    2.1           “Board
of Directors” means the board of directors of the Company.

    


    2.2           “Common
Stock” means shares of the common stock, par value $0.01 per share, of the
Company.

    


    2.3           “Fair
Market Value” shall mean the average of the highest and lowest quoted selling
prices for shares of Common Stock on the New York Stock Exchange or equivalent
securities exchange on the relevant date, or if there is no sale on such date,
then on the last previous day on which a sale was reported.

    


    2.4           “Meeting
Fees” means those fees payable to a Non-employee Director from the Company for
attending meetings of the Board of Directors and committees of the Board of
Directors.

    


    2.5           “Non-employee
Director” means each member of the Board of Directors who is not an employee of
the Company, and if approved by the Board of Directors any honorary or advisory
member of the Board of Directors.

    


    2.6           “Retainer”
means the retainer payable to a Non-employee Director from the Company, whether
for service on the Board of Directors or a committee thereof and whether such
retainer be paid, annually, quarterly or in some other manner.

    


    3.           Participation. Each
Non-employee Director shall be eligible to participate in the Plan.

    


    4.           Election to Receive Shares in Lieu
of Annual Retainer and Meeting Fees.  Each Non-employee
Director may make an election to receive all or a portion of his or her Retainer
that was to be paid in cash and/or Meeting Fees in shares of Common Stock (a
“Share Election”) in lieu of cash.  (A Non-employee director may not
make such an election with respect to compensation that is deferred by a
Non-employee Director under a nonqualified deferred compensation
plan.)  The Company shall issue such shares of Common Stock to the
Non-employee Director(s) in accordance with Section 5 hereof.  Any
Share Election shall be made in such form and manner as the Company may specify
from time to time and shall specify the percentage of the Retainer and/or
Meeting Fees to be paid in shares of Common Stock.  If a Non-employee
Director does not file an election form, the Non-employee Director will be
deemed to have elected to receive the applicable Retainer and Meeting Fees in
cash.

    


    5.           Issuance of Shares. Shares of
Common Stock issuable to a Director pursuant to Section 4 hereof shall be
determined and issued to such Director as follows:

    


    (a)           On
the date a Non-employee Director would otherwise have been paid his or her
Retainer (or a portion thereof), the Company shall issue to the Non-employee
Director a number of shares of Common Stock equal to the amount of the Retainer
to be paid in shares of Common Stock (as elected by the Non-employee Director)
for the Plan Year divided by the Fair Market Value of a share of Common Stock on
such date;

    


    (b)           On
the date a Non-employee Director would otherwise have been paid Meeting Fees,
the Company shall issue to the Non-employee Director a number of shares of
Common Stock equal to the amount of the Meeting Fees to be paid in shares of
Common Stock (as elected by the Non-employee Director) divided by the Fair
Market Value of a share of Common Stock on such date;

    


    (c)           All
shares to be issued by the Company to a Non-employee Director pursuant to this
Plan will be credited as a book entry to an account in the Non-employee
Director’s name with the Company’s transfer agent.

    


    6.           Fractional
Shares.  No fraction of a share of Common Stock will be issued
by virtue of a Share Election made by a Non-employee Director, but in lieu
thereof, a Non-employee Director who would otherwise be entitled to a fraction
of a share shall be entitled to an amount of cash (rounded to the nearest whole
cent) equal to the product of such fraction multiplied by the Fair Market Value
of a share of Common Stock on the date the whole shares are
issued.   These fractional share payments for Retainers which
relate to fiscal quarters which end during a calendar year and Meeting Fees
which relate to meetings which occur during such calendar year shall be
aggregated and paid to the Non-employee Director no later than the December 31
of such calendar year.

    


    7.           Legends.  Shares of
Common Stock issued pursuant to this Plan have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state, and therefore, cannot be sold unless subsequently registered
under the Securities Act and any applicable state securities laws or exemptions
from registration thereunder are available.  Such shares shall be
deemed to be “restricted securities” as defined in Rule 144 under the Securities
Act.  Each account entry in the register for the Common Stock and/or
certificate representing shares of Common Stock issued under the Plan shall,
unless the Company otherwise determines, contain a notation in form
substantially as follows, together with any other legends that are required by
law, the terms and conditions of the Plan or that the Company in its discretion
deems necessary or appropriate:

    


    THE
SECURITIES REPRESENTED BY THIS ACCOUNT ENTRY AND/OR CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR
ANY STATE SECURITIES LAWS.  THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, ENCUMBERED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS.

     

    The
Company may cause the transfer agent for the shares of Common Stock to place a
stop transfer order with respect to such shares.

     

    8.           Rights as a
Shareholder.  A Non-employee Director shall have no rights as a
shareholder of the Company with respect to any shares to be issued under the
Plan until the shares are issued pursuant to Section 5.

    


    9.           Amendment;
Termination.  The Board of Directors may alter, amend, or
terminate the Plan in whole or in part at any time and from time to
time.

    


    10.           Nontransferability.  The
rights and benefits under the Plan shall not be transferable by a Non-employee
Director other than by the laws of descent and distribution.

    


    11.           Headings.  The
headings of sections herein are included solely for convenience of reference and
shall not affect the meaning of any of the provisions of the Plan.

    


    12.           Administration.  The
Board of Directors shall have plenary authority to interpret any provision of
this Plan and to make any determinations necessary or advisable for the
administration of this Plan consistent with the terms hereof.

    


    13.           Securities Law
compliance.  Transactions under this Plan are intended to
comply with all applicable conditions of Rule 16 b-3 or its successors under the
Securities Exchange Act of 1934, as amended.  To the extent any
provision of the Plan or action by the Board of Directors fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board of Directors.

    


    14.           Applicable
Law.  The validity, construction, and effect of this Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Missouri, without giving effect to the choice of
law principles thereof.