bws8k031009ex10_1.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
10.1

       

      Summary
of Compensatory Arrangements

      for
the Named Executive Officers

      of
Brown Shoe Company, Inc.

       

      Fiscal 2009
Compensation.  For the named executive officers (“NEOs”) in our
2008 Proxy Statement, the Compensation Committee (“Committee”) determined that
there would be no merit increases for 2009; thus, base salaries will not
increase and, consistent with a plan previously adopted by the Company, a 1.5%
salary expense savings will result from closing our headquarters office for four
additional days during 2009.  The Committee approved annual incentive
award targets for fiscal 2009 and restricted stock awards for our NEOs, as shown
in the table below and described in the text that follows:

       

       

      


      
        	 
      	
                Annual Incentive

              	 
      
	
                 

                Name and Title of Executive
      Officer

              	
                Target
      Level Percent of Salary
      (%)

              	
                Target
      Cash

                 Award ($)

              	
                Restricted
      Stock Award (#)

              
	
                Ronald
      A. Fromm

                Chairman
      of the Board and Chief Executive Officer

              	
                90%

              	
                $765,000

              	
                82,675

              
	
                Mark
      E. Hood

                       Senior
      Vice President and Chief Financial Officer

              	
                55%

              	
                206,250

              	
                25,000

              
	
                Diane
      M. Sullivan

                President
      and Chief Operating Officer

              	
                80%

              	
                588,000

              	
                51,000

              
	
                Joseph
      W. Wood

                President,
      Retail Alliance and President, Famous Footwear

              	
                70%

              	
                372,400

              	
                25,000

              
	
                Richard
      M. Ausick

                       President,
      Authority Brand Alliance

              	
                60%

              	
                289,800

              	
                25,000

              


      

      


      


      Annual Incentive Awards
Granted for Fiscal 2009.  The Committee approved an annual
incentive award plan pursuant to the terms of our 2002 Incentive Stock and
Compensation Plan, as Amended and Restated.  The target cash award
levels for the NEOs as a percent of base salary will be the same as for fiscal
2008. The Committee approved two performance metrics for the plan applicable to
our NEOs.  One metric is “Adjusted EPS” (consolidated diluted earning
per share, as adjusted for non-recurring losses and recoveries) and the second
metric is “Adjusted EBITDA as a percent of Average Net Assets.”  For
purposes of the second metric, EBITDA  (Earnings Before Interest,
Taxes and Depreciation for the fiscal year) will be adjusted for non-recurring
losses and recoveries. “Average Net Assets” will be the calculated as the
average of month-end Net Assets during the fiscal year; and “Net Assets” will be
the sum of property and equipment (net), capitalized software (net) and working
capital.  If we meet our planned performance goals, a NEO will earn
fifty percent of the target cash award, with the possibility of up to two times
the target cash award if the Company’s performance is exceptionally
strong.  The threshold payout is 30% of the target cash award,
provided a base level of Adjusted EPS is achieved.  In addition, the
Committee has discretion to reduce the award amount based on an individual’s
performance and quality of earnings.  The NEO must remain an employee
through the payment date; and the award provides for forfeiture if, prior to
payment, the Committee determines that the NEO has violated our Code of Conduct
or engaged in gross misconduct.

      


      Restricted
Stock.  The Committee approved grants of restricted stock to
the NEOs with service-based cliff vesting at the end of the fourth
year.  The form of restricted stock award agreement is attached as
Exhibit 10.7 and incorporated herein by reference.

       

      Benefit Plans and Other
Arrangements.  The NEOs are eligible to participate in Company
programs available to all employees, including health, disability and life
insurance programs, relocation assistance, and qualified 401(k) and pension
plans.

       

      The NEOs
also participate in a Supplemental Executive Retirement Plan (SERP), which
effectively replaces a benefit that higher-earning employees lose under the
tax-qualified pension plan and in certain aspects enhances the benefits in favor
of the participating employee.  Each of the NEOs is a party to a
severance agreement that contains a non-compete provision and provides benefits
upon certain events of termination, including those following a change of
control.

       

      The NEOs
are also eligible to participate in a non-qualified Deferred Compensation Plan
that allows the participant to defer up to 50% of base salary and up to 100% of
other compensation, with deferral only of cash compensation authorized, and with
deferral until termination or other date specified date by the
participant.

       

      In
addition, the NEOs may receive perquisites, including personal use of the
corporate aircraft, financial and tax planning services, executive disability,
executive physicals and club memberships.