exv10w4



 





Exhibit 10.4




AMENDMENT TO CHANGE OF CONTROL AGREEMENT




          THIS AMENDMENT TO THE CHANGE OF CONTROL AGREEMENT is made as of the 4th day of
June 2007, by and between Payless ShoeSource, Inc., a Delaware corporation (the “Company”), and
Matthew E. Rubel (the “Executive”).




          WHEREAS, the Company and the Executive are parties to that certain Change in Control
Agreement, dated as of July 18, 2005 (the “Change in Control Agreement”); and




          WHEREAS, the parties wish to amend the Change of Control Agreement upon the terms and
conditions set forth below.




          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:





	 	1.	 	Section 3(b)(3) is replaced in its entirety with the following:
	 
	 	 	 	“Incentive, Savings and Retirement Plans. During the Change of Control Period, the
Executive shall be entitled to participate in all incentive, savings and retirement plans
(other than the Payless ShoeSource, Inc. Supplementary Retirement Plan and any successor
plan (the “SRP”)), practices, policies, and programs applicable generally to other peer
executives of the Company and the affiliated companies, but in no event shall such plans,
practices, policies and programs provide the Executive with incentive opportunities
(measured with respect to both regular and special incentive opportunities, to the extent,
if any, that such distinction is applicable), savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate, than the most favorable of
those provided by the Company and the affiliated companies for the Executive under such
plans, practices, policies and programs as in effect at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive, those
provided generally at any time after the Effective Date to other peer executives of the
Company and the affiliated companies (excluding, for all purposes, the SRP).”
	 
	 	2.	 	Section 5(a)(C) is deleted in its entirety and the subsequent subsections of Section
5(a) are relettered accordingly.
	 
	 	3.	 	The third sentence of Section 5(b) is deleted in its entirety and replaced with the
following:
	 
	 	 	 	“With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized
in this Section 5(b) shall include, without limitation, and the Executive’s estate and/or
beneficiaries shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and the affiliated companies to the estates and
beneficiaries of peer executives of the Company and the affiliated companies under such
plans, programs, practices and policies relating to death benefits, if any, as in effect
with respect to other peer executives and their




 









 






	 	 	 	beneficiaries at any time during the 120-day period immediately preceding the Effective
Date (excluding any death benefits payable under the SRP) or, if more favorable to the
Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the
Executive’s death with respect to other peer executives of the Company and the affiliated
companies and their beneficiaries (excluding any death benefits payable under the SRP).”
	 
	 	4.	 	The following is deleted from Section 11(g):
	 
	 	 	 	“Sections 6(b)(7) (relating to an additional two (2) years of age and service credit under
the Supplementary Retirement Plan but such credit shall not applicable for the purpose of
satisfying any ‘age 50’ requirements under this Agreement),”





     All terms and conditions of the Change of Control Agreement (except as specifically set forth
herein) will remain in full force and effect. This amendment may be executed in counterparts, each
of which will constitute an original and all of which, when taken together, will constitute one
agreement.



          IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from the Board, the Company has caused these presents to be executed in its name on
its behalf, all as of the day and year first above written.




	 	 	 	 	 
	 	 	 
	 	     /s/ Matthew E. Rubel
 	 
	 
	 
	 	Payless ShoeSource, Inc.

 	 
	 	By:  	/s/ Jay A. Lentz
 	 
	 	 	Title: Senior Vice President-Human Resources