exv10w19



 






EXHIBIT 10.19




PAYLESS SHOE SOURCE, INC.

2007 RESTRICTED STOCK AGREEMENT




          Pursuant to the terms and conditions of the Payless ShoeSource, Inc.
2006 Stock Incentive Plan (the “2006 Plan”), you have been granted the shares of
stock outlined below:




	 	 	 	 	 
	 

	 	Granted to:
	 	name
	 

	 	 	 	SSN
	 
	 
	 

	 	Grant Date:
	 	date
	 
	 

	 	Shares Granted:
	 	shares
	 
	 

	 	Expiration Date:
	 	expiration






          Vesting Schedule:




          If the following consolidated store-for-store sales (“SFS”) goals are met
for Fiscal 2007, the number of shares indicated below will vest in 1/3
increments over three years, beginning May 31, 2008:




	 	 	 	 	 
	 

	 	Less than .00% SFS
	 	No shares will vest
	 

	 	.00% SFS
	 	50% of shares will vest
	 

	 	1.5% SFS
	 	75% of shares will vest
	 

	 	3.0% SFS
	 	100% of shares will vest






     The number of shares to be vested will be interpolated between 50% and
100%, if actual 2007 store-for-store sales are greater than .00%.



     In addition to the Company performance requirements, the Board of Directors
reserves the right to cancel all or part of this Award, at its absolute
discretion, based on individual performance.



     Payless ShoeSource, Inc. has caused this Agreement, which includes the
Terms and Conditions contained on the following pages, to be executed in its
corporate name and Executive has executed the same in evidence of the
Executive’s acceptance hereof upon the terms and conditions herein set forth as
of the grant date shown above. By accepting this award, Executive agrees to
conform to all terms and conditions of this Agreement and the 2006 Plan.



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TERMS AND CONDITIONS




          The Committee under the 2006 Stock Incentive Plan (“2006 Plan”) of
Payless ShoeSource, Inc., a Delaware corporation, has approved granting
Executive restricted stock on the terms and subject to the conditions set forth
in this Agreement.




          Therefore, the Company and Executive hereby agree as follows:



1. The Company hereby grants to Executive, in the aggregate, the number of
shares of the presently authorized common stock of the Company shown on the
first page of this agreement (“Restricted Stock”), which shall be subject to the
restrictions and conditions set forth in the 2006 Plan and in this Agreement.



2. The Company shall hold the certificates for the Restricted Stock in custody
until the restrictions thereon shall lapse, at which time the Company shall
deliver the certificates for such shares to Executive, less any required
withholding.



3. The restrictions on the Restricted Stock are that the shares (i) may not be
sold, assigned, conveyed, transferred, pledged, hypothecated or otherwise
disposed of, and (ii) shall be returned to the Company forthwith, and all of the
Executive’s rights to such shares shall immediately terminate without any
payment or consideration by the Company regardless of any notice period or
period of pay in lieu of such notice required under local statute or at common
law, on the earlier of (a) the date established by the Company on which your
employment with the Company terminates, or (b) the date your employment with the
Company terminates, if Executive’s continuous employment with the Company or any
Subsidiary shall terminate for any reason except for Executive’s death,
termination for “good reason” (if applicable), or involuntary termination
without “cause”, as provided in Sections 7 and 8.



4. Executive agrees that, subject to Section 5 of this Agreement, (a) no later
than the date(s) as of which the restrictions on the Restricted Stock shall
lapse with respect to all or any of the shares of Restricted Stock covered by
this Agreement, Executive shall pay to the Company (in cash or shares of Company
common stock whose Fair Market Value on the date the Restricted Stock vests is
equal to the amount of Executive’s tax withholding liability) or make other
arrangements satisfactory to the Committee regarding payment of any Federal,
state or local taxes of any kind required by law to be withheld with respect to
the shares of Restricted Stock for which the restrictions shall lapse; and (b)
the Company shall, to the extent permitted by law, have the right to deduct from
any payment of any kind otherwise due to Executive any Federal, state or local
taxes of any kind required by law to be withheld with respect to the shares of
Restricted Stock.



5. If Executive properly elects, within thirty (30) days of the Grant Date shown
above, to include in gross income for Federal income tax purposes an amount
equal to the fair market value of the shares of Restricted Stock granted on the
Grant Date, Executive shall pay to the Company, or make other arrangements
satisfactory to the Committee to pay to the Company in the year of such grant,
any Federal, state or local taxes required to be withheld with respect to such
shares. If Executive fails to make such payments, the Company shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to Executive any Federal, state or local taxes of any kind
required by law to be withheld with respect to such shares.



6. The restrictions on the Restricted Stock shall lapse on the date(s) and with
respect to the corresponding number of shares shown on the previous page,
subject to all the other terms and conditions of this agreement.



7. Notwithstanding the foregoing, if (i) Executive ceases to be an employee of
the Company by reason of death and (ii) Executive has been in the continuous
employment of the Company from the Grant Date shown above through the date of
death, then the restrictions shall lapse as to all shares of Restricted Stock on
the date of the Executive’s death.



8. Notwithstanding the foregoing, (a) if Executive is the Chief Executive
Officer of the Company on the Grant Date and Executive’s employment with the
Company is involuntarily terminated without “cause” (as that term is defined in
Executive’s employment agreement with the Company) or Executive terminates his
employment for “good reason” (as that term is defined in Executive’s employment
agreement with the Company), then all shares of Restricted Stock granted under
this Agreement that would have vested during the twenty four (24) month period
immediately following Executive’s termination, if Executive’s employment was not
terminated, shall immediately vest and (b) if Executive is a designated member
of the Company’s Executive Committee (other than the Chief Executive Officer) on
the Grant Date and Executive’s employment with the Company is involuntarily
terminated without “cause” (as that term is defined in Executive’s employment
agreement with the Company), then all shares of Restricted Stock granted under
this Agreement that would have vested during the twelve (12) month period


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 immediately following Executive’s termination, if Executive’s employment was not
terminated, shall immediately vest.



9. If there is (i) any change in the capital structure of the Company through
merger, consolidations, reorganization, recapitalization, spin-off or otherwise,
(ii) any dividend on the Restricted Stock, payable in common stock of the
Company, or (iii) a stock split or a combination of shares, the Board shall make
appropriate adjustments in the number of shares relating to Restricted Stock as
it deems equitable, in its absolute discretion.



10. If a Change of Control as defined under the 2006 Plan occurs and Executive
is actively employed on the date of such event, then from and after such date,
the restrictions on all Restricted Stock covered by this Agreement shall
immediately lapse.



11. Nothing in this Agreement shall be deemed by implication or otherwise to
impose any limitation on any right of the Company to terminate the Executive’s
employment at any time, in the absence of a specific agreement to the contrary.



12. If the Company determines that the listing, registration or qualification of
any shares of stock is necessary or desirable as a condition of or in connection
with the grant of Restricted Stock made under this Agreement, then delivery of
certificates for such shares of Restricted Stock shall not be made until such
listing, registration or qualification shall have been completed.



13. So long as this Agreement shall remain in effect, the Company will furnish
to Executive, as and when available, a copy of any prospectus issued with
respect to the shares of stock covered hereby, and also copies of all material
hereafter distributed by the Company to its shareowners.



14. This Agreement shall be governed by the laws of the State of Delaware. It
may not be modified except in writing signed by both parties.



15. Executive acknowledges that Executive has received a copy of the 2006
Incentive Stock Plan and/or Plan Summary, as such Plan is in effect on the date
of this Agreement, has read and understands the terms of the 2006 Plan and of
this Agreement, and agrees to all the terms and conditions provided for in the
2006 Plan and in this Agreement.



16. Except as otherwise provided herein, or unless the context clearly indicates
otherwise, capitalized terms herein which are defined in the 2006 Plan have the
same definitions as provided in the 2006 Plan.





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