bws10q3qex10_2.htm


    
      
         


      

      
         


        Exhibit 10.2a

      

      
         


      

    


    BROWN
SHOE COMPANY, INC.

     

    DEFERRED
COMPENSATION PLAN

     

    FOR

     

    NON-EMPLOYEE
DIRECTORS

     

    (Amended
and Restated as of January 1, 2009)

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS

     

     

    SECTION I STATEMENT OF PURPOSE 

     

    SECTION II DEFINITIONS 

     

    SECTION III ELIGIBILITY AND
PARTICIPATION 

        A.           Eligibility 

        B.           Conditions to Participation 

        C.           Continued Participation 

     

    SECTION IV ESTABLISHMENT OF THE CREDITS TO PARTICIPANTS’
ACCOUNT 

        A.           Deferred Compensation 

        B.           Dividends 

     

    SECTION V PAYMENT OF ACCOUNT 

        A.           Other Than Death 

                1.           Annual Installments 

                2.           Lump Sum 

                3.           Fixed Payment Date 

        B.           Death 

        C.           Payment for Financial Hardship 

        D.           Payment on Termination of the Plan,
Etc. 

     

    SECTION VI ADMINISTRATION 

     

    SECTION VII ADJUSTMENT IN NUMBER OF
UNITS 

     

    SECTION VIII AMENDMENT AND
TERMINATION 

        A.           Amendment 

        B.           Termination 

        C.           Affect on Units 

     

    SECTION IX NON-ALIENATION OF ACCOUNT

     

    SECTION X EFFECTIVE DATE 

     

    SECTION XI MISCELLANEOUS 

        A.           No Trust or Fiduciary Relationship
Created 

        B.           Assumption of Risk 

        C.           No Interest in Common Stock 

        D.           Applicable Law 

        E.           Invalid Plan Provisions 

        F.           Rule 16b-3 Compliance 

        G.           Headings 

        H.           Interpretation 



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
I

    STATEMENT
OF PURPOSE

     

    The Brown
Shoe Company, Inc. Deferred Compensation Plan for Non-Employee Directors
(“Plan”) has been established by Brown Shoe Company, Inc. (the “Company”) and
was adopted by the Board of Directors effective October 31, 1999.  The
Plan is intended to provide an incentive that will motivate and reward
non-employee directors of the Company and promote the best interests and
long-term performance of the Company by allowing non-employee directors of the
Company to defer certain compensation.  This restatement of the Plan
is effective January 1, 2009.  The provisions of this restatement
apply to amounts deferred by a Participant on or after January 1, 2005, and
earnings or losses thereon, as determined in accordance with Code Section 409A
and the regulations promulgated thereunder.  Amounts deferred by a
Participant prior to January 1, 2005, and earnings or losses thereon, as
determined in accordance with Code Section 409A and the regulations promulgated
thereunder, are “grandfathered” for purposes of Code Section 409A and shall be
subject to the terms of the Plan in effect as of December 31, 2004.

     

    SECTION
II

    DEFINITIONS

     

    A. “Account” means the account in a special ledger, to be
established by the Company, in which the Company shall credit Units for a
Participant.

     

    B. “Beneficiary”
means the person(s) designated by a Participant on the Election Agreement to
receive payments due the Participant in the event of the death of the
Participant.  In the absence of such designation or in the event the
designated person fails to survive the Participant, “Beneficiary” shall mean the
estate of the Participant.

     

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

     

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

     

    E. “Company”
means Brown Shoe Company, Inc., a New York corporation, or any successor
thereto.

     

    F. “Election
Agreement” means the agreement supplied by the Company that evidences a
Participant’s participation in the Plan.

     

    G.  “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    H. “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.

     

    I. “Meeting
Fees” means those cash 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.

     

    J. “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.

     

    K. “Participant”
means each Non-Employee Director who has an Account under the Plan.

     

    L.  “Payment
Date” means the last day of each quarter of each fiscal year of the
Company.

     

    M. “Plan”
means the Brown Shoe Company, Inc. Deferred Compensation Plan for Non-Employee
Directors.

     

    N. “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.

     

    O. “Unit”
means the measure of the benefit which may be awarded under the Plan and which
shall, to the extent provided in the Plan, be equivalent to one share of Common
Stock.

     

    SECTION
III

    ELIGIBILITY AND PARTICIPATION

     

    A. Eligibility.  All
Non-employee Directors are eligible to become Participants.

     

    B. Conditions to Participation.  Each
Non-employee Director who desires to become a Participant shall execute and
deliver an Election Agreement to the Company irrevocably electing to defer until
the termination of his or her service as a Non-employee Director the receipt of
all or a portion of either his or her Retainer or Meeting Fees, or
both.  The Election Agreement shall be filed with the Company within
30 days of the date he or she becomes a Non-employee Director.  Such
election shall be irrevocable with respect to the Retainer and Meeting Fees
earned during the initial fiscal year of participation, and shall apply only to
the portion of the Retainer and the Meeting Fees earned after the date the
Election Agreement is filed with the Company.  After such initial
fiscal year as a Non-employee Director, a Non-employee Director may elect to
defer a Retainer and/or Meeting Fees by filing an Election Agreement with the
Company no later than the December 31 preceding the first day of the fiscal
year of the Company to which such election relates.

     

    C. Continued Participation.  An
Election Agreement filed with the Company shall remain in effect until altered
or terminated by a Non-employee Director under this
Section III.C.  However, as of each December 31, any
Election Agreement in effect as of such date shall be irrevocable for the fiscal
year beginning after such December 31.  Each Non-employee
Director shall have the right to alter the amount of his or her Retainer or
Meeting Fees deferred pursuant to the Plan or terminate his or her participation
in the Plan for a future fiscal year by giving written notice of such alteration
or termination to the Company no later than the December 31 preceding the
first day of the fiscal year that such alteration or termination shall be
effective.  If the Participant chooses to terminate his or her
participation in the Plan for future fiscal years, those amounts already
deferred will remain in his or her Account established pursuant to
Section IV hereof and be distributed at the appropriate time in accordance
with Section V hereof.

     

    SECTION
IV

    ESTABLISHMENT OF THE CREDITS TO PARTICIPANTS’
ACCOUNT

     

    A. Deferred Compensation.  The
Company shall establish an Account for each Participant and shall credit to the
Account for each Participant as of each Payment Date a number of Units equal to
the number of shares of Common Stock (including fractions) which could be
purchased on such date with the amount of the Retainer or Meeting Fees which the
Participant would have otherwise been entitled to receive since the last Payment
Date but for such Participant’s deferral election pursuant to Section III
hereof.  The deemed purchase price shall be the Fair Market Value of
Common Stock on the Payment Date as of which the purchase is deemed to be
made.

     

    B. Dividends.  Until a Participant has been paid his or her
entire Account, the Company shall credit to such Participant’s Account as of the
Payment Date next succeeding the dividend payment date on Common Stock a number
of Units equal to the number of shares of Common Stock (including fractions)
which could be purchased at the Fair Market Value of Common Stock on such
Payment Date, with the dividends which the Participant would have received if he
or she had been the owner of a number of shares of Common Stock equal to the
number of Units (excluding fractions) in his or her Account on such dividend
payment date.

     

    SECTION
V

    PAYMENT OF
ACCOUNT

     

    A. Other
Than Death.  Upon
a Participant’s termination of service as a Non-employee Director for a reason
other than death, the Company shall pay to the Participant the amount of Units
credited to his or her Account either in a lump sum or in equal installments
over a period of either five or ten years, as elected by the Non-employee
Director in his or her Election Agreement.  Prior to January 1, 2009,
each Participant may make an election as to whether payment of his or her
Account will be made in a lump sum, five-year installments or ten-year
installments.  On and after January 1, 2009, a Participant may change
an election as to the form of payment elected by a Participant in his or her
Election Agreement or pursuant to the previous sentence, provided:

    
      	
              (i)  

            	
              The
      new election becomes effective 12 months after it is
  filed;

            


    

     

    
      	
              (ii)  

            	
              The
      first payment is deferred for 5 years from the date the first payment
      would otherwise have been made; and

            


    

     

    
      	
              (iii)  

            	
              The
      prior election was filed 12 months before the first payment would have
      been made under the prior election.

            


    

     

    For this
purpose, each installment payment shall be considered a separate
payment.  Subject to the foregoing, a Participant’s election most
recently accepted by the Company shall govern distribution of all amounts due
the Participant under the Plan.

     

    1. Annual
Installments.  If
the Participant elects annual installments, he or she shall designate whether
such payments shall be made over either a five- or ten-year
period.  Depending on the election, the Company shall pay to the
Participant the amount credited to his Account in five or ten annual
installments as follows:  a payment in cash shall commence with the
Payment Date coincident with or next succeeding his termination of service, with
annual installments made on each anniversary of such date.  The amount
paid shall equal the sum of:  (i) either one-fifth or one-tenth
(depending on the Participant’s election) of the number of Units credited to the
Participant’s Account pursuant to Section IV hereof as of the Payment Date
coincident with or next succeeding his or her termination of service multiplied
by the Fair Market Value of the Company’s Common Stock on the Payment Date as of
which such installment is paid, plus (ii) an amount equal to the Fair
Market Value of any Units credited to his or her Account pursuant to
Section IV.B. since the immediately preceding installment
payment.

     

    2. Lump
Sum.  If the Participant elects a lump sum, the
Company shall pay to the Participant the amount credited to his or her Account
in a single lump sum cash payment upon his or her termination of service as a
Non-employee Director.  Payment of the lump sum shall be made as of
the Payment Date coincident with or next succeeding the Participant’s
termination of service and shall be equal to the number of Units credited to his
or her Account pursuant to Section IV hereof as of such Payment Date
multiplied by the Fair Market Value of Common Stock on such Payment
Date.

     

    3. Fixed
Payment Date.  All
payments due and payable under this Plan on a fixed date shall be deemed to be
made upon such fixed date if such payment is made on such date or a later date
within the same calendar year or, if later, by the fifteenth day of the third
calendar month following the specified date (provided the Participant is not
entitled, directly or indirectly, to designate the taxable year of the
payment).  In addition, a payment is treated as made upon a fixed date
under this Plan if the payment is made no earlier than 30 days before the
designated payment date and the Participant is not permitted, directly or
indirectly, to designate the taxable year of the payment.

     

    B. Death.  Upon
a Participant’s termination of service by reason of death or upon the death of a
Participant prior to payment to him or her of the balance of his or her Account,
installments or remaining installments, as the case may be, his or her account
shall be paid to the Participant’s Beneficiary in a lump sum within 90 days
following his or her death and shall be equal to the number of Units credited to
his Account pursuant to Section IV hereof as of the Payment Date
immediately preceding distribution multiplied by the Fair Market Value of Common
Stock on such Payment Date.  The Beneficiary shall not be permitted to
elect the taxable year of the distribution.

     

    C. Payment
for Financial Hardship.  Notwithstanding
any other provisions of this Plan to the contrary, the Board of Directors may
authorize payment of a Participant’s Account to such Participant at any time
prior to the time such Account would otherwise be payable, in such manner as
shall be determined by the Board of Directors, if the Board of Directors
determines that the Participant has proved a demonstrated unforeseeable
emergency which is a permissible payment event under Code Section 409A and
the regulations thereunder.  Any Election Agreement in effect at the
time of a payment under this Section V.C shall be automatically terminated on
the date of the payment.  A Participant may elect to resume
participation in the Plan in a subsequent calendar year by filing a new Election
Agreement in accordance with Section III.B.

     

    D. Payment
on Termination of the Plan, Etc.  Upon
the termination of the Plan, upon dissolution or liquidation of the Company, or
upon any merger or consolidation in which the Company is not to be the surviving
corporation (and which is a change in the ownership or effective control of the
Company under Code Section 409A), each Participant and Beneficiary
receiving payments hereunder shall receive in a lump sum an amount equal to the
number of Units or balance thereof credited to the Participant’s Account
multiplied by the Fair Market Value of Common Stock on the Payment Date
coincident with or next preceding such termination, such dissolution or
liquidation, or such merger or consolidation, immediately prior to or
simultaneously with such termination, such dissolution or liquidation, or such
merger or consolidation.  Any distribution pursuant to this
Section V.D. due to the termination of the Plan or dissolution or
liquidation of the Company shall be made only in accordance with the permissible
distribution acceleration provisions of Code Section 409A.

     

    SECTION
VI

    ADMINISTRATION

     

    The Plan
shall be administered by the Board.  Subject to the express provisions
of the Plan, the Board shall have full power and authority to administer,
construe and interpret the Plan.  The decisions of the Board
concerning the administration, construction, and interpretation of the Plan
shall be final.  No member of the Board shall be personally liable for
his or her acts or omissions in respect of the Plan, unless attributable to such
member’s fraud or willful misconduct.

     

    Notwithstanding
any other provision of this Plan to the contrary, in the event the Board is
making a determination with respect to a specific Board member’s benefits
provided pursuant to this Plan, the interested Board member shall abstain from
the decision-making process with respect to such determination.

     

    SECTION
VII

    ADJUSTMENT IN NUMBER OF UNITS

     

    Notwithstanding
any other provision in the Plan, if there is any change in the Common Stock by
reason of exchanges of shares, split-ups, recapitalizations, mergers,
consolidations, reorganizations, or combination (or stock dividends to the
extent that the credits have not otherwise been made pursuant to
Section IV.B.), the Units shall be appropriately adjusted by the Board of
Directors.

     

    SECTION
VIII

    AMENDMENT AND TERMINATION

     

    A. Amendment.  The
Board of Directors may at any time and from time to time amend the Plan in such
respects as it may deem advisable.

     

    B. Termination.  The
Board of Directors may at any time terminate the Plan.

     

    C. Affect on Units.  Except
as provided in Section VII hereof, no amendment or termination of the Plan
shall, without the consent of a Participant or Beneficiary, affect the number of
Units credited to his Account.

     

    SECTION
IX

    NON-ALIENATION OF ACCOUNT

     

    No right
or payment under this Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be
void.  No right or payment hereunder shall in any manner be liable for
or subject to the debts, contracts, liabilities or torts of the person entitled
to such benefit.  If any Participant or Beneficiary hereunder should
become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right or payment hereunder, then such right or payment
shall, in the discretion of the Board of Directors, cease, and in such event,
the Company may hold or apply the same or any part thereof for the benefit of
the Participant or Beneficiary, his or her spouse, children or other dependents,
or any of them, in such manner and in such proportion as the Board of Directors
shall determine.  The determination of the Board of Directors shall be
final.

     

    SECTION
X

    EFFECTIVE
DATE

     

    The Plan
was originally effective as of October 31, 1999.  This restatement
shall be effective as of January 1, 2009.

     

    SECTION
XI

    MISCELLANEOUS

     

    A. No
Trust or Fiduciary Relationship Created.  Nothing
contained in the Plan and no action taken pursuant thereto shall create or be
construed to create a trust of any kind or a fiduciary relationship between the
Company and any Participant, his or her Beneficiary or any other
person.  All payments hereunder shall be made from the general assets
of the Company.

     

    B. Assumption of Risk.  Each
Participant, on behalf of himself or herself, and his or her
Beneficiary, shall assume all risks in connection with the value of any Unit
credited to his or her Account.

     

    C. No
Interest in Common Stock.  Nothing
contained in the Plan shall be construed as conferring upon a Participant or any
other person any right, title or interest in any shares of Common Stock,
including without limitation, voting rights, rights to any Common Stock or any
other equity interest in the Company.

     

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

     

    E. Invalid
Plan Provisions.  If
any provisions of the Plan is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any Participant, or would disqualify
the Plan under any law deemed applicable by the Board of Directors, such
provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the
determination of the Board of Directors, materially altering the intent of the
Plan, such provision shall be stricken as to such jurisdiction or Participant
and the remainder of the Plan shall remain in full force and
effect.

     

    F. Rule
16b-3 Compliance.  Transactions
under this Plan are intended to comply with all applicable terms and conditions
of Rule 16b-3 or its successors under the Exchange Act.  To the extent
that 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.

     

    G. Headings.  Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate
reference.  Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision
thereof.

     

    H. Interpretation.  All provisions of this Plan shall be
interpreted in a manner so as to be consistent with Section 409A of the
Code and the regulations issued thereunder.