Exhibit 10.8**SEPARATION AGREEMENT AND GENERAL RELEASE**          THIS SEPARATION AGREEMENT AND GENERAL RELEASE(“Agreement”) is made and entered into on December ___, 2007, by and between Michele A. Bergerac(hereinafter “Bergerac”), a Missouri resident, and Bakers Footwear Group, Inc. (hereinafter the“Company”) (collectively, the “Parties”). For and in consideration of the following promises, theparties agree to the following:**RECITALS**          WHEREAS, Bergerac served as President of the Company and as a Director on the Company’s Boardof Directors until September 15, 2007 (“Separation Date”); and          WHEREAS, Bergerac entered into a three-year employment agreement (the “Employment Agreement”)with the Company, commencing on April 1, 2002, whose terms provided for automatic renewal of theEmployment Agreement’s three-year term unless the Company provided Bergerac with written notice ofits decision not to renew the Employment Agreement at least one hundred eighty (180) days prior tothe termination of a three-year term under the Employment Agreement; and          WHEREAS, Bergerac agrees that her employment with the Company terminated at the end of the dayon the Separation Date, meaning that, as of September 16, 2007, Bergerac was and is no longeremployed by the Company in any capacity, and no longer serves as a Director of the Company; and,          WHEREAS, the Parties desire to resolve any and all issues between them, actual or potential;and          WHEREAS, the Parties desire to enter into a full and final settlement of all matters betweenthe Parties, including, but not limited to, any issues which might arise out of Bergerac’ sseparation from the Company.          NOW THEREFORE, for and in consideration of the releases, covenants and undertakingshereinafter set forth, and for other good and valuable consideration, which each party herebyacknowledges, it is agreed as follows:     1. Payments and Benefits. The Company will make the payments and provide the benefitsdescribed below in consideration and in exchange for Bergerac’s promises, agreements, releases, andobligations set out below, so long as Bergerac submits this Agreement properly executed to theCompany on or before the close of business December 24, 2007, does not revoke this Agreement underParagraph 29, and adheres to the promises and agreements set out in the balance of this Agreement.Bergerac is not, following the Separation Date, eligible for participation in any bonus or equityprograms or any other benefits except as outlined in this Agreement, following the Separation Date.          (A) Payments. Initial Payments: The Company will pay Bergerac, without regard towhether she is employed by a third party, twenty-six (26) installments (“Initial Payments”), inregular two- week intervals consistent with the Company’s regular pay cycles,
 

 
each of which will be in an amount equal to her prior base salary payments of Thirteen Thousand,Four Hundred Sixty-One Dollars and Fifty-Four Cents ($13,461.54), less withholdings, with the firstinstallment having been paid on November 6, 2007, and resulting in total payments, beforewithholdings, of Three Hundred Fifty Thousand Dollars and Four Cents ($350,000.04).          Additional Payments: If, however, Bergerac fails to accept a position of employmentprior to the end of the Initial Payments, the Company will pay Bergerac up to an additionalthirteen (13) installments (“Additional Payments”), in regular two-week intervals consistent withthe Company’s regular pay cycles, in the same bi-weekly amount, less withholdings, resulting intotal potential additional payments, before withholdings, of One Hundred Seventy-Five ThousandDollars ($175,000.00). Notwithstanding the foregoing, if Bergerac accepts a position of employmentprior to the thirteenth and final Additional Payment, such Additional Payments shall immediatelycease.          Bergerac agrees to notify the Company in writing if and when she accepts a position ofemployment at any time during the periods described above.          (B) Outplacement Benefits. The Company will pay and arrange for theservices of an outplacement firm, which the Company will choose based on the Company’sreasonable discretion, to be provided for Bergerac for 90 days following January 8, 2008.          (C) Unused Vacation Time. From the Separation Date through October 23,2007, in regular two-week intervals consistent with the Company’s regular pay cycles, theCompany continued to issue to Bergerac payments of Thirteen Thousand, Four Hundred Sixty-One Dollars and Fifty-Three Cents ($13,461.53), less withholdings, which the parties agreecompensated Bergerac for work performed prior to her Separation Date, and for unused vacationtime preceding the Separation Date. Payments under this Subparagraph took place onSeptember 25,2007, October 9, 2007, and October 23, 2007.          (D) WGSN Services Newsletter Subscription. If and to the extent theCompany maintains its own subscription to the WGSN Services Newsletter and only if theCompany is permitted to do so under its existing license, the Company will continue to provideaccess for Bergerac’s subscription to the WGSN Services Newsletter during the Initial Paymentsand Additional Payments. The Company will not, however, provide Bergerac with access to theWGSN Services Newsletter if doing so requires the Company to obtain a separate license forBergerac’s access, or following such time as Bergerac accepts a position of employment.          (E) Car Allowance. The Company will pay Bergerac a monthly car allowanceequivalent to the monthly car allowance she received from the Company at the time of herSeparation Date, beginning on the Separation Date and ending on October 31, 2008.          (F) Health Insurance Continuation. Pursuant to the provisions of the InternalRevenue Code of 1986, as amended, and the Employee Retirement Income Security Act of 1974,as amended, commonly referred to as “COBRA,” the Company provided the required COBRAnotification within fourteen (14) days of the Separation Date, and the parties acknowledgethat the COBRA benefit entitlement period of eighteen (18) months commenced to run effective on
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September 16, 2007.Bergerac and any of her eligible dependents, as applicable, may elect COBRAcoverage under the provisions of COBRA as described in Bergerac’s required COBRA notification.Should Bergerac or any of her eligible dependents elect COBRA coverage, the Company will pay forthe full cost of premiums associated with any such election throughout Bergerac’s period ofeligibility for COBRA coverage, unless and until Bergerac accepts a position of employment withinsuch period.          (G) Acknowledgment of Consideration.  Bergerac acknowledges and agrees the paymentsreferenced in Paragraph 1 and Subparagraphs 1(A), 1(B), 1(C), 1(D), 1(E), and 1(F) of thisAgreement are valuable consideration to her and that, in some respects, she would not otherwise beentitled to such consideration absent her execution of this Agreement and the promises set forthherein.     2. Acknowledgment of Continued Indemnity.  The Company acknowledges that theexecution of this Agreement neither enlarges nor diminishes the indemnity to which Bergerac isentitled as a former officer and director of the Company under the current the Restated Bylawsof Bakers Footwear Group, Inc., as amended, revised or restated from time to time.     3. Forfeitureof Rights and Entitlements under Employment Agreement.  Bergeracagrees that by executing this Agreement, she forfeits all rights and entitlements to paymentsof any kind provided by the Employment Agreement; including but not limited to severancepayments, “Trigger Payments,” “Paragraph 9 Payments,” payments to her estate upon her deathduring the term of the Employment Agreement, and salary, benefits, and other compensation forher employment; and to any other entitlements, statuses, titles, or benefits of anykind—potential or realized—granted to her by the Employment Agreement.     4. Bonus Plan.  Without limiting the generality of Paragraph 3, Bergerac agrees thatby executing this Agreement, she forfeits all rights and entitlements to payments of any kindprovided by the Company’s Bonus Plan for 2007. Such Plan provided that Bergerac would havereceived a bonus for the bonus period covering the fiscal months of February 2007 throughJanuary 2008 if the Company had achieved certain profit levels. Bergerac acknowledges that shehas no further claim or right to, and releases the Company from any claim that she is entitledto, such a bonus. Furthermore, the Bonus Plan for 2007 provided that Bergerac would havereceived a bonus equal to 12.5% of her cumulative salary if she had attained her performanceobjectives and met certain criteria. Bergerac acknowledges that she has no further claim orright to, and releases the Company from any claim that she is entitled to, such a bonus. Bergeracforfeits any right or entitlement to any bonus payment or potential bonus payment of any kindfrom the Company.     5. Stock Options.  Without limiting the generality of Paragraph 3, Bergerac agreesthat by executing this Agreement, she forfeits any and all rights to exercise any stockoptions issued originally under the Bakers Footwear Group, Inc. 2003 Stock Option Plan or any otherstock option plan granted to her by the Company since the Company became a publicly-tradedentity.     6. 2005 Performance Incentive Plan.  Bergerac agrees and acknowledges that she isnot and will never be entitled to any payment under the 2005 Performance Incentive Plan
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because her Separation Date occurred prior to the end of the earliest of the three-yearperformance periods contemplated by the 2005 Performance Incentive Plan.     7. Vesting in Retirement Plans.  As of the Separation Date, Bergerac was fullyvested in the Company’s 401 (k) plan.     8. Company’s Release under the Employment Agreement.  In exchange forBergerac’s general releases, covenants, acknowledgments, warranties, and promises set forth inthis Agreement, including but not limited to the obligations Bergerac accepts and promises shemakes in Paragraphs 15 and 16 below, the Company releases Bergerac from any and allobligations imposed on her by Section 13(a) of her Employment Agreement, titled “Non-Competition.” This release is effective and fully binding as of the Offer Date, as defined inthis Agreement.     9. Mutual Release of Claims.  Bergerac, for and on behalf of Bergerac and Bergerac’sheirs, beneficiaries, executors, administrators, successors, assigns, and anyone claimingthrough or under any of the foregoing, hereby agrees to, and does, remise, release and forever dischargethe Company and its current and former agents, officers, employees, directors, divisions, parents,subsidiaries, affiliates, representatives, attorneys, successors, and assigns (hereinafter,collectively, the “Company Releasees”) from any and all matters, claims, demands, damages, causes of action,debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever,foreseen or unforeseen, known or unknown, which have arisen or could arise between Bergeracand the Company Releasees from matters, actions, or inactions which occurred prior to or onthe Offer Date (as defined in this Agreement), including but not limited to all such claims andmatters arising from or in connection with Bergerac’s employment with the Company, her separation fromthe Company, Bergerac’s Employment Agreement, and the offer, negotiation, and acceptance ofthis Agreement. **Bergerac understands that the provisions of this Paragraph mean that shecannot bring a lawsuit against the Company Releasees for any reason, except for theinterpretation, breach, and/or enforcement of the terms of this Agreement.**          The Company hereby agrees to, and does, remise, release and forever discharge Bergerac fromany and all matters, claims, demands, damages, causes of action, debts, liabilities, controversies,judgments and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown,which have arisen or could arise between Bergerac and the Company from matters, actions, orinactions which occurred prior to or on the Offer Date, including but not limited to all suchclaims and matters arising from or in connection with Bergerac’s employment with the Company, herseparation from the Company, Bergerac’s Employment Agreement, and the offer, negotiation, andacceptance of this Agreement. **The Company understands the provisions of this Paragraph to mean thatthe Company cannot bring a lawsuit against Bergerac for any reason, except for the interpretation,breach, and/or enforcement of the terms of this Agreement.**     10. Mutual Agreement Not to File Suit or Other Claims.  Bergerac, for and on behalfof Bergerac and Bergerac’s beneficiaries, executors, administrators, successors, assigns, andanyone claiming through or under any of the foregoing, agrees that they will not file orotherwise submit any charge, claim, complaint, or action to any agency, court, organization, or judicialforum (nor will Bergerac permit any person, group of persons, or organization to take such
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action on Bergerac’s behalf) against the Company Releasees arising out of any actions ornon-actions on the part of the Company Releasees arising before or on the Offer Date. If any personor entity should bring such a charge, claim, complaint, or action on Bergerac’s behalf, Bergerac,to the full extent permitted under applicable law, hereby waives and forfeits any right to recoveryunder said claim and will exercise every good faith effort (but will not be obliged to incur anyexpense) to have such claim dismissed. The provisions of this Paragraph and Paragraph 11, below,shall not be construed to prevent Bergerac from filing a charge with the Equal EmploymentOpportunity Commission (“EEOC”), only to the extent she is permitted to do so by law,notwithstanding the provisions of this Agreement to the contrary. However, Bergerac expresslywaives and disclaims any right to compensation or other benefit which may inure to her as a resultof any such charge and hereby expressly agrees to provide any such benefit or pay any suchcompensation directly to the Company. **Bergerac understands that the provisions of this Paragraphmean that she cannot bring a lawsuit against the Company Releasees for any reason, except for theinterpretation, breach, and/or enforcement of the terms of this Agreement.**          The Company agrees that the Company will not file suit or otherwise submit any other charge,claim, complaint, or action to any agency, court, organization, or judicial forum (nor will theCompany permit any person, group of persons, or organization over which the Company has legalcontrol to take such action on the Company’s behalf) against Bergerac arising out of any actions ornon-actions that have occurred on the part of Bergerac. Said claims, complaints, and actionsinclude, but are not limited to, any claims the Company may have relating to Bergerac’s employmentwith the Company and/or the termination of that employment, any breach of an actual or impliedcontract of employment between Bergerac and the Company, any conduct occurring during thenegotiation and execution of this Agreement, or any common-law claim (including but not limited tofraud, negligence, intentional or negligent infliction of emotional distress, or defamation). Ifany person or entity should bring such a charge, claim, complaint, or action on the Company’sbehalf, the Company, to the full extent permitted under applicable law, hereby waives and forfeitsany right to recovery under said claim and will exercise every good faith effort (but will not beobliged to incur any expense) to have such claim dismissed. The Company agrees to pay any suchrecovery directly to Bergerac. **The Company understands the provisions of this Paragraph to meanthat the Company cannot bring a lawsuit against Bergerac for any reason, except for theinterpretation, breach, and/or enforcement of the terms of this Agreement.**     11. Claims Covered by Agreement. The charges, claims, complaints, matters, demands,damages, and causes of action referenced in Paragraphs 9 and 10, above, include, but are notlimited to, (i) any breach of an actual or implied contract of employment between Bergerac and theCompany Releasees, (ii) any claim of unjust, wrongful, or tortious discharge (including any claimof fraud, negligence, retaliation for whistleblowing, or intentional infliction of emotionaldistress), (iii) any claim of defamation or other common-law action, (iv) any claim related to theissuance or non-issuance of stock, or (v) any claims of violations arising under whistlebloweremployee protection provisions of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A, the CivilRights Act of 1964, as amended, 42 U.S.C. § 2000e etseq., the Civil Rights Act of 1866, 42 U.S.C.§ 1981, the Age Discrimination in Employment Act, 29 U.S.C. § 621 etseq., (including but notlimited to the Older Worker’s Benefit Protection Act), the Americans with Disabilities Act of1990, 42 U.S.C; § 12101 etseq., the Fair Labor Standards Act of 1938,
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asamended, 29 U.S.C. § 201 et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601, the Employee Retirement Income SecurityAct, 29 U.S.C. § 1001, etseq. or the MissouriHuman Rights Act, R.S. Mo. § 213.010, etseq., the Missouri Service Letter Statute, R.S. Mo. § 290.140, the Missouri Employment Security Act,R.S. Mo. § 288.010, etseq., retaliation for exercise of rights Under the Missouri Worker’sCompensation Act, R.S. Mo.§ 287.010 et seq.; the Missouri Aids Act, R.S.Mo. § 191.6665,etseq., as amended; the Missouri Equal Pay Law, R.S.Mo. § 290.400-290.460 etseq., as amended; theMissouri Handicap Discrimination Statute, R.S.Mo. § 209.150, 290.160, 290.162, and 209.180 etseq.,as amended; the Missouri Genetic Testing Information Bias Law, R.S.Mo. §375.1300, 375.1303,375.1306 and 375.1309 etseq., as amended; the Missouri SmokersRights Law, R.S.Mo. § 290.145 etseq., as amended, or any other federal, state, or local statutes or ordinances or commonlaws, or any claims for pay, vacation pay, business expenses, insurance, or welfare benefits or anyother benefits of employment with the Company Releasees arising from or relating to Bergerac’sEmployment Agreement, from any other agreement with the Company Releasees, or from events occurringprior to or on the Offer Date other than those payments and benefits specifically provided herein.     12. Release of Benefit Claims. In exchange for the Company’s promises andcommitments set out herein, Bergerac further releases and waives any claim for any type ofcompensation or employee benefits with the Company, except to the extent specifically providedherein.     13. Representations and Warranties Regarding the FMLA, FLSA, and Sarbanes-Oxley Act. Bergerac represents and warrants that she is not aware of any circumstancesthat might entitle Bergerac to a leave of absence under the Family and Medical Leave Act (“FMLA”)or any fact which might justify a claim against the Company for violation of the FMLA.Bergerac represents and warrants further that Bergerac has received or will receive under theterms of this Agreement any and all wages and commissions for work performed and allovertime compensation and FMLA leave to which Bergerac may have been entitled, and thatBergerac is not currently aware of any facts or circumstances constituting a violation by theCompany of the FMLA or the Fair Labor Standards Act (“FLSA”). Bergerac represents andwarrants further that she has not received any notice that, nor is she personally aware of anyallegation that either she or the Company has violated any provision of the Sarbanes-Oxley Actof 2002. Bergerac specifically warrants that she has discussed this issue and all underlyingfacts with her attorney prior to making these representations.     14. Confidentiality of Agreement. Notwithstanding the Company’s duty to complywith Securities Exchange Commission (“SEC”) public disclosure requirements, in exchange forthe receipt of the payments set out above, Bergerac agrees that she will not publicize thisAgreement directly, either in specific or as to general content, to either the publicgenerally, to any employee or agent of the Company, or to any other person or entity, except as Bergeracmight be lawfully compelled to give testimony by court or federal agency process, lawfuldeposition, interrogatory, discovery or arbitrator of competent jurisdiction, or toparticipate in an EEOC, SEC, or other federal agency investigation, or except as otherwise provided in thisParagraph 14. Furthermore, the parties do not intend for this Agreement to restrict Bergeracfrom engaging in any whistleblower activity protected by federal law; thus, Bergerac’spublicity of and discussions about the terms of this Agreement, if made in connection with whistleblower
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activity protected by federal law, will not constitute a breach of this Agreement. Bergerac’sagreement not to publicize the terms of this Agreement requires Bergerac to refrain fromcommunicating regarding the terms of this Agreement with anyone except Bergerac’s immediate family,Bergerac’s attorney, accountant, or financial advisor who has a legitimate need to know the termsof this Agreement in order to render professional advice or services to Bergerac, and Bergerac’sprospective and future employers (only to the extent provided expressly by the provisions of thisParagraph 14); otherwise, Bergerac agrees not to publicize any other terms of the Agreement. TheCompany recognizes Bergerac may need to disclose the provisions of Paragraphs 8, 14, 15, 16, 18,and 33 to prospective employers, and to that limited extent, Bergerac may, without violating thisAgreement, disclose the provisions of Paragraphs 8, 14,15, 16, 18, and 33 to prospective employers.The parties acknowledge the Company has an obligation to disclose this Agreement and its terms tothe Securities and Exchange Commission and as a result thereof, this Agreement and its provisionswill likely be made part of the public record. Bergerac agrees her publication of the terms of thisAgreement first may, taking into consideration the Company’s obligation to disclose this Agreement,constitute a breach of this Agreement, and that any such breach might, again taking intoconsideration the Company’s obligation to disclose this Agreement, be considered a material breach.If Bergerac’s breach of the provisions of this Paragraph 14 is determined to be a material breachof this Agreement, such breach will excuse the Company from making any further payments set forthin Paragraph 1 hereof. This shall not be construed as a limitation,of remedies, and the Companyretains all rights to pursue any and all claims or actions against Bergerac as a result of Bergeracpublicizing the terms of this Agreement in a manner prohibited by this Paragraph.     15. Non-Solicitation/Non-Hire. During Bergerac’s employment with the Company, Bergerac hadaccess to Confidential Information, as defined below in Paragraph 18, and developed certainrelationships and goodwill such that if Bergerac were allowed (among other things) to pursue, orotherwise take advantage of, her relationships and goodwill with the Company’s employees, Bergeracwould have an unfair advantage based upon such Confidential Information, relationships, andgoodwill developed. Furthermore, Bergerac acknowledges that the Company invests significantresources, on an ongoing basis, to recruit, hire, train, and retain its Senior Personnel. Bergeracalso agrees the Company has a legitimate, material interest in protecting against the solicitingand/or hiring of its Senior Personnel based, in whole or in part, on the relationships or goodwillthat Bergerac may have with such Senior Personnel.          (A) In view of the above, Bergerac agrees that from the Separation Date through and includingSeptember 30, 2008 (the “Covered Period”), Bergerac will not, directly or indirectly (as definedbelow):               (1) solicit or recruit for employment, offer employment to, or hire —on a temporary, permanent or contract basis, or otherwise — any of the Company’s SeniorPersonnel; or               (2) encourage, entice or persuade, or intentionally attempt toencourage, entice or persuade, any of the Company’s Senior Personnel to leave his or heremployment with the Company.
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          (B) Breach of this Paragraph 15 will be considered a material breach and will,among all other available remedies and relief, excuse the Company from any further obligationsto Bergerac under this Agreement, including any remaining payments set forth in Paragraph 1hereof. This shall not be construed as a limitation of remedies, and the Company retains allrights to pursue any and all claims or actions against Bergerac as a result of Bergeracbreaching her obligations under this Paragraph 15. In addition, breach of this Paragraph 15 will resultin irreparable harm to the Company and the Company therefore is entitled to temporary,preliminary and/or permanent injunctive relief to prevent any breach or threatened breach ofthis Section 15.          (C) The Parties agree that the restrictions and conditions contained in thisParagraph 15 are reasonable, appropriate, and should be fully enforceable in light of (amongother things) the following:               (1) the Parties’ respective interests, including but not limited to theCompany’s interests in preserving and protecting its Senior Personnel, its goodwill andrelationships with its Senior Personnel, and the stability of its Senior Personnel workforce;               (2) the Parties’ acknowledgment and agreement that, but for thisAgreement, Bergerac would be subject to a non-compete covenant in Section 13(a) of herEmployment Agreement;               (3) the Parties’ negotiations and agreements with respect to the termsof this Agreement;               (4) the Parties’ acknowledgment that during Bergerac’s employmentwith the Company, she had access to confidential, competitively-valuable information, includingsuch information relating to the Company’s Senior Personnel, including such information as to theircompensation, strengths, weaknesses, levels of performance, and other such confidential informationthat could give Bergerac and/or a Covered Employer an unfair competitive advantage in hiring orsoliciting one or more of the Company’s Senior Personnel during the Covered Period;               (5) the Parties’ acknowledgment and agreement that by virtue ofBergerac’s employment with the Company, she has developed and enjoys significantrelationships and goodwill with various key Senior Personnel of the Company, and thoserelationships and that goodwill could result in Senior Personnel wanting to work with her; and               (6) the damage and harm to the Company due to any breach of thisSection 15 would be extremely difficult to determine and/or to quantify because of the variouscosts and harms, both tangible and intangible, that often result when key employees leave orconsider leaving.          (D) The term “indirect” as used in this Paragraph 15 shall mean Bergeracacting through a third party rather than acting on her own.
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     16. Additional Hiring-Related Protection.          (A) If, during the Covered Period, Bergerac is willing to accept anemployment offer from any Covered Employer, she will ask the Covered Employer to sign the Agreementattached hereto as Exhibit 1 (the “No-Hire Agreement”). If the Covered New Employer signs theNo-Hire Agreement, Bergerac shall also sign it and shall deliver the document to the Company forits signature. The Company shall, without undue delay, sign and return the No-Hire Agreement toBergerac and the Covered Employer. In the event the Company has not signed and returned the No-HireAgreement within ten (10) calendar days of receipt, the Company will be deemed to have signed thedocument as of the tenth day following receipt of the No-Hire Agreement.          (B) If Bergerac is employed during the Covered Period by a CoveredEmployer who fails to sign the No-Hire Agreement prior to Bergerac’s employment with theCovered Employer, she will immediately terminate her employment with such Covered NewEmployer and refuse to accept further employment with that Covered Employer upon receivingnotice that the Covered Employer that employs her has directly or indirectly (regardless ofBergerac’s involvement), during the Covered Period,               (1) solicited or recruited for employment, offered employment to, orhired — on a temporary, permanent or contract: basis, or otherwise — any of the Company’s SeniorPersonnel (provided, however, that general advertising for employees, such as through newspapers,trade publications and the like, shall not be prohibited by this Section); or               (2) encouraged, enticed or persuaded, or intentionally attempted toencourage, entice or persuade any of the Company’s Senior Personnel to leave his or heremployment with the Company.          (C) For purposes of this Agreement (including Paragraph 15 hereof),               (1) theterm “Covered Employer” shall mean Aldo Group Inc.; SteveMadden, Ltd.; Collective Brands Inc. (including Payless ShoeSource); Genesco Inc.; and/or anyof their respective parents, subsidiaries or Affiliates (as defined in this Agreement) engagedin the shoe sales industry, and               (2) the term “Senior Personnel” shall mean any of the Company’sHome Office Personnel (i.e., any person who is or was a salaried employee of the Company and whoworked at the Company’s headquarters in St. Louis, Missouri) and/or Division Sales Managers who areor were employees of the Company (a) at the time of solicitation, recruitment, offer of employment,or hiring, or (b) at anytime during the 90-day period immediately preceding any such solicitation,recruitment or hiring; and               (3) the term “Affiliate” shall mean any corporation, partnership,limited liability company, or any other entity that directly, or indirectly through one ormore intermediaries, controls, or is controlled by, or is under common control with, the specifiedCovered Employer.
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          (D) If a Covered Employer encompassed by Paragraph 16(B) engages inconduct encompassed by Paragraph 16(B) and Bergerac breaches her obligations under thisParagraph 16 to terminate and to refuse further employment with the Covered Employer, theParties agree that:               (1) if the Company loses as a direct or indirect result of Bergerac’sCovered Employer engaging in conduct described in Paragraph 16(B) any Senior Personnelmember(s), then Bergerac will pay to the Company an amount equal to double the annual salaryof any Senior Personnel member(s) for each such Senior Personnel member who leaves theCompany, in addition to any additional relief that may be available to the Company,specifically including but not limited to the Company’s right to cease paying any remaining paymentsotherwise due to Bergerac under Paragraph 1;               (2) if the Company does not lose any Senior Personnel member(s) as adirect or indirect result of Bergerac’s Covered Employer engaging in conduct described inParagraph 16(B), Bergerac shall compensate the Company for all costs, damages and expenses itincurs in connection with such conduct, in addition to any additional relief that may beavailable to the Company, specifically including but not limited to the Company’s right to cease payingany remaining payments otherwise due to Bergerac under Paragraph 1;               (3) the damage to the Company due to any breach of Paragraph 16(B)of this Agreement will be extremely difficult to determine, and the liquidated damagesdescribed in Paragraph 16(D)(1) represents a conservative estimate of the damage the Company is likelyto suffer — based on (among other things) the value of services Senior Personnel provide to theCompany and the costs of replacing Senior Personnel and maintaining morale and loyalty amongSenior Personnel — if Senior Personnel were to leave the Company;               (4) nothing herein precludes the Company from obtaining injunctiverelief requiring Bergerac to abide by her obligations in Paragraph 16, including the obligation toterminate her employment and not accept future employment with a particular Covered Employer as setforth in Paragraph 16(B), and Bergerac consents to the Company obtaining such injunctive relief inaddition to any liquidated damages awarded and/or paid to the Company under this Paragraph 16; and               (5) any breach of Paragraph 16 will result in irreparable harm to theCompany.          (E) The Parties agree that the restrictions, conditions, and damage provisionscontained in Paragraph 16 are reasonable, appropriate, and should be fully enforceable inlight of (among other things) the following:               (1) the Parties’ respective interests, including but not limited to theCompany’s interests in protecting its Senior Personnel and Confidential Information, its goodwilland relationships with its employees, and in preserving the stability of its Senior Personnel;               (2) the Parties’ acknowledgment and agreement that, but for thisAgreement, Bergerac would be subject to a non-compete covenant in Section 13(a) of herEmployment Agreement, which contains, in some degree and manner, greater restrictions than
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are contained in this Agreement and which might have prevented Bergerac from engaging in certainpost-employment activities;               (3) theParties’ acknowledgment and agreement that, but for this Agreement, Bergerac’s Employment Agreement would have imposed certain other and different paymentobligations on the Company;               (4) the Parties’ negotiations and agreements with respect to Bergerac’s post-employmentcompensation terms;               (5) the Parties’ acknowledgment and agreement that during Bergerac’s employment with theCompany, she has had access to Confidential Information, including Confidential Informationrelating to Company employees, their compensation, their strengths, weaknesses, and levels ofperformance, and other such Confidential Information that would give Bergerac and/or a CoveredEmployer an unfair competitive advantage if Bergerac (for example) were to work for a CoveredEmployer who hires the Company’s Senior Personnel;               (6) the Parties’ acknowledgment and agreement that if a Covered Employer were to hire SeniorPersonnel, the Company would very likely not be able to determine whether and/or the extent towhich Bergerac may have played a role in such hiring; and               (7) the Parties’ acknowledgment and agreement that by virtue of Bergerac’s employment withthe Company, she has developed and enjoys significant relationships and goodwill with various keyemployees of the Company, and those relationships and that goodwill could very well result in otherSenior Personnel wanting to work with her at a Covered Employer.     17. Nondisparagement. Bergerac and the Company agree, as set forth below, theywill not, in any way, criticize, denigrate or otherwise disparage the other. Specifically, Bergeracagrees not to disparage the Company, including but not limited to the Company’s current or formerofficers, directors and employees, and Bergerac agrees she will not, at any time, make or solicitany comments, statements or the like to the media or to others, including their agents orrepresentatives, that may be considered to be derogatory or detrimental to the good name orbusiness reputation of the Company. Bergerac further represents and agrees that she has not andwill not engage in any conduct or take any action whatsoever to cause or influence or whichreasonably could be anticipated to cause or influence any person or entity, including but notlimited to, any past, present or prospective employee of, or applicant for employment with theCompany, to initiate litigation, assert any other kind of claim or take any other kind of adverseaction against the Company. Notwithstanding the requirements of this Paragraph, nothing hereinshall prohibit Bergerac from engaging in whistleblower activity protected by federal law.          Correspondingly, the Company agrees to instruct its employees to refrain from making disparagingremarks about Bergerac, and the Company agrees to instruct its employees to refrain from making orsoliciting any comments, statements or the like to the media or to others, including their agentsor representatives, that may be considered to be derogatory or detrimental to Bergerac’s good nameand reputation.
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     18. Non-Disclosure of Confidential Information. Bergerac shall not use or disclose,or provide to others, any Confidential Information. “Confidential Information” shall mean any andall information of the Company that is not generally known to the public, including but not limitedto such information relating to the Company’s (i) development, research, testing, manufacturing,marketing and financial activities; (ii) products and services; (iii) costs, sources of supply,financial performance and strategic plans; (iv) information pertaining to the identity and specialneeds of the Company’s customers of the Company, and (v) client lists and information pertaining tothe people and organizations with whom the Company has business relationships and the substance ofthose relationships. Confidential Information also includes any information that the Company hasreceived belonging to customers or others with any understanding, express or implied, that theinformation would not be disclosed by the Company. The confidentiality obligation under thisParagraph shall not apply to information that is generally known or reasonably available to thepublic at the time of disclosure or becomes generally known through no wrongful act, directly orindirectly, on the part of Bergerac. As a further acknowledgment of her responsibilities under thisParagraph, Bergerac further acknowledges and agrees that:          (A) all memoranda, notes, records, reports, papers, drawings, designs, computer files in anymedia, documents, records, tapes and other media of every kind and description relating to thebusiness, present or otherwise, of the Company and any copies, in whole or in part, thereof (the“Documents”), whether or not prepared by Bergerac, shall be the sole and exclusive property of theCompany. Bergerac represents and warrants that that during Bergerac’s employment with the Company,other than to the extent required by her responsibilities with the Company, Bergerac did notintentionally disclose any Confidential Information, that she has no knowledge of havingunintentionally disclosed the Company’s Confidential Information, and that she, has surrendered tothe Company all of the Company’s property in Bergerac’s possession or control. In aid of thisrepresentation, the Company has advised Bergerac that it has no knowledge of any such disclosure asof the Offer Date.          (B) if Bergerac is requested or becomes legally compelled (by oral questions,interrogatories, requests for information or documents, deposition, subpoena, civil or federalagency investigative demand or similar process) to disclose any Confidential Information, Bergeracshall, where permitted under applicable law, rule or regulation, provide written notice to theCompany promptly after such request so the Company may, at its expense, seek a protective order orother appropriate remedy, and Bergeracagrees to reasonably cooperate with the Company in connection with seeking such order or otherremedy. If such protective order or other remedy is not obtained, Bergerac shall furnish only thatportion of the Confidential Information that Bergerac is advised by her counsel is required, andshall exercise reasonable efforts to obtain assurance that confidential treatment will be accordedsuch Confidential Information. In addition, Bergerac may disclose Confidential Information in thecourse of inspections, examinations or inquiries by federal or state regulatory agencies and selfregulatory organizations that have requested or required the inspection of records that contain theConfidential Information provided that Bergerac exercises reasonable efforts to obtain reliableassurances that confidential treatment will be accorded to such Confidential Information. To theextent such information is required to be disclosed and is not accorded confidential treatment asdescribed in the immediately preceding sentence, it shall not constitute “Confidential Information”under this Agreement. The Company agrees to reimburse Bergerac for any
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reasonable out-of-pocket expenses she incurs in exercising reasonable efforts to obtain reliableassurances of confidential treatment of the Company’s Confidential Information as required underthis Subparagraph.     19. Reasonable Scope of Agreement. Bergerac and the Company acknowledge that thescope of this Agreement, including without limitation, Paragraphs 14, 15, 16, 17, and 18 of theAgreement, is reasonable in light of its narrow focus and the legitimate interests of Bergerac andthe Company to be protected.     20. Company’s Breach of this Agreement. If Bergerac contends that the Company is inbreach of its obligations hereunder, including but not limited to its payment obligations toBergerac as set forth herein, Bergerac shall provide written notice to the Company, to theattention of its Chief Executive Officer, specifically identifying the alleged breach andreferencing the pertinent provisions of this Agreement, including this paragraph 20. The Companyshall then have ten (10) days in which to cure such breach. If the Company is given the requirednotice and fails to cure the alleged breach within ten (10) days, then Bergerac shall be relievedof her obligations under this Agreement; provided, however, that Bergerac shall not be relieved ofsuch obligations if the Company’s alleged breach is the result of the Company’s good faith beliefthat Bergerac has breached her obligations under this Agreement such that the Company would beexcused from its obligations under this Agreement, so long as the Company has provided Bergeracwith prior written notice of its belief that Bergerac has breached     21. No Admission of Wrongdoing. The parties to this Agreement agree that nothing inthis Agreement is an admission by any party hereto of any wrongdoing, either in violation of anapplicable law or otherwise, and that nothing in this Agreement is to be construed as such by anyperson.     22. Knowing and Voluntary Agreement. Bergerac acknowledges further that sheunderstands this Agreement, the claims she is releasing herein, the promises and agreements she ismaking herein, and the effect of her signing this Agreement. Bergerac represents, declares, andagrees further that she voluntarily accepts the consideration described above in Paragraph 1 forthe purpose of making a full and final compromise, adjustment, and settlement of all claims orpotential claims against the Company from any action or inaction taking place prior to or on theSeparation Date.     23. Choice of Law. Because of the Company’s and Bergerac’s substantial contacts withMissouri, the fact that the Company hired Bergerac in Missouri, Bergerac’s primary place of workfor the Company has been located in Missouri, and the parties’ interests in ensuring that disputesregarding the interpretation, validity, and enforceability of this Agreement are resolved on auniform basis, the parties agree that the Agreement shall be interpreted, construed, applied, andgoverned by and according to the laws of the State of Missouri, without regard for any conflict oflawprinciples.     24. Modification. Subject to Paragraph 26 of this Agreement, the parties heretoagree that this Agreement may not be modified, altered, or changed except by a written agreementsigned by the parties hereto.
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     25. Entire Agreement. The parties acknowledge that this constitutes the entireagreement between them superseding all prior written and oral agreements, regarding Bergerac’sseparation, and there are no other understandings or agreements, written or oral, among them on thesubject of Bergerac’s separation.     26. Severability. If any provision of this Agreement is deemed by a court ofcompetent jurisdiction to be unenforceable because it is overbroad or unreasonable, then suchprovision shall be modified and, to the maximum extent permitted under applicable law, enforced. Ifany provision of this Agreement is held to be invalid and not subject to modification, theremaining provisions shall remain in full force and effect.     27. Rule of Construction. The rule of construction to the effect that ambiguitiesare to be resolved against the drafting party shall not be employed in interpreting this Agreement.The parties intend for this Agreement to satisfy the provisions of the Age Discrimination inEmployment Act of 1967, as amended, and the Sarbanes-Oxley Act of 2002, and this Agreement shallalways be construed or limited in conformity with such provisions.     28. Execution and Effective Date. Separate copies of this document shall constituteoriginal documents which may be signed separately but which together will constitute one singleagreement. This Agreement will not be binding on any party, however, until, at a minimum, it issigned by all parties or their representatives. In addition, this Agreement shall become effectiveand binding on the eighth day following Bergerac’s execution of this Agreement.     29.** ****Time for Consideration.****Bergerac acknowledges that the Company first gave her acopy of this Agreement by or before the close of the business day on or before December 3, 2007(the “Offer Date”), and that, at that time, the Company advised Bergerac that Bergerac couldconsider the offer for up to twenty-one (21) days from the Offer Date. This Agreement shall notbecome final and binding upon Bergerac until the eighth calendar day following Bergerac’s executionof this Agreement (the “Effective Date”). During said seven-day period, Bergerac may revoke thisAgreement by giving written notice to Peter Edison, Chairman and Chief Executive Officer, BakersFootwear Group, Inc., 2815 Scott Avenue, St. Louis, MO 63103. By executing this Agreement, Bergeracacknowledges that the Company has advised her that she has up to twenty-one (21) days until theclose of the business day on December 24, 2007, within which to consider this Agreement beforesigning the same, and that Bergerac has, infact, been given at least twenty-one (21) days within which to consider this Agreement prior tosigning the Agreement. Notwithstanding the opportunity to consider this Agreement for twenty-one(21) days, Bergerac acknowledges that should she sign this Agreement anytime prior to theexpiration of twenty-one (21) days, that she has nonetheless given full consideration to thoseterms and signs of her free volition. The Company shall be deemed to have revoked its offer toenter into this Agreement if Bergerac shall not have executed this Agreement within twenty-one (21)days of the Offer Date.**     30. Consultation with an Attorney. By executing this Agreement, Bergeracacknowledges that, at the time the Company presented this Agreement to her for her consideration,the Company advised Bergerac to consult with an attorney about this Agreement, its meaning andeffect, prior to executing this Agreement.
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     31. No Reliance. The parties have not relied on any representations, promises, oragreements of any kind made to them in connection with this Agreement, except for those set forthin this Agreement.     32. Capacity to Settle. Each party herein represents and warrants to the other thateach has no legal impediments (including bankruptcies) to fully and completely settle all claimsand to sign this Agreement. Both parties further warrant that each is the sole owner of all theclaims released in this Agreement, and that each has not assigned or transferred any such claim (orany interest in any such claim) to any other person, and that each will indemnify, defend and holdeach other harmless for any damages costs, fees or expenses which they may incur if theserepresentations and warranties are incorrect in any respect.     33. Cooperation by Bergerac. In exchange for the receipt of the payments set outabove, Bergerac agrees to cooperate fully in any manner requested by the Company regarding any andall pending or future cases, including timely and accurately providing her testimony in cases inwhich she was involved in any manner during her tenure of employment with the Company. Bergeracwill not receive any additional pay for any such testimony. Bergerac also agrees that in exchangefor the payments set out above, she will remain on-call with the Company and cooperate fully in anymanner reasonably requested by the Company during the twelve-month period ending on September 15,2008, with respect to reasonable requests for information by the Company in order to access theCompany’s information, explain information known by Bergerac by virtue of her employment with theCompany, or otherwise assist in transitioning Bergerac’s job responsibilities with the Company andtransitioning the Company’s systems and procedures. The Company acknowledges Bergerac may beotherwise employed during such period and, therefore, agrees to temper its requests for assistancesuch that Bergerac may comply with the provisions of her employment, in which case Bergerac agreesto make herself generally available on weekends and after regular business hours on weekdays tocomply with the Company’s requests under this Paragraph 33. Bergerac agrees she will not receiveanyadditional pay for cooperating with the Company in responding to reasonable requests forinformation made by the Company, except .that the Company agrees to pay Bergerac for any reasonableout-of-pocket expenses she incurs in performing her obligations under this Paragraph.     34. Return of Property. Bergerac agrees to return all properly belonging to theCompany, including, but not limited to any automobile provided to her by the Company, her laptopcomputer, cellular phone, Blackberry device, PDA, pager, the Company identification card, keys,security cards, credit cards, gas cards, parking pass, documents (including all copies regardlessof media) of any kind provided of shown to Bergerac throughout her employment with the Company, andany other property of the Company. Bergerac further agrees she has not copied or otherwisereplicated or retained any of the above or like data and things. All property described hereinshall be returned by the Effective Date of this Agreement, as defined in Paragraph 28, above.     35. Materiality. The parties acknowledge and agree that each Paragraph of thisAgreement constitutes a material term of the Agreement, without which the Company would not enterinto this Agreement.
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     36. Characterization. The parties agree that for purposes of this agreement,Bergerac’s separation of employment shall be deemed an involuntary termination.     37. Choice of Forum. All actions for and/or relating to the interpretation, breach,and/or enforcement of this Agreement shall be brought and litigated exclusively in the CircuitCourt for the County or City of St. Louis, Missouri, or the U.S. District Court for the EasternDistrict of Missouri.          IN WITNESS WHEREOF, the undersigned parties have executed this Separation Agreement and GeneralRelease.**I HAVE READ THIS SEPARATION AGREEMENT AND GENERAL RELEASE AND, UNDERSTANDING ALL OF ITS TERMS, SIGNIT OF MY FREE WILL.**     December 24*,* 2007 /s/ Michele A. Bergerac     Michele A. Bergerac  Subscribed and sworn to before me, a Notary Public, this 24 day of December, 2007.   /s/Timothy D. Lambert   **NOTARY PUBLIC**