exv10w13



 





EXHIBIT
- 10.13




PAYLESS SHOESOURCE, INC.

STOCK OWNERSHIP PLAN

(as amended January 1, 2007)




1. PURPOSE AND EFFECT OF PLAN




     The purpose of the Plan is to provide associates, including executive officers, an opportunity
to purchase Common Stock of Payless ShoeSource, Inc. (the “Company”) through payroll deductions at
a discount on a tax deferred basis. It is believed that this will help attract, motivate and retain
highly qualified and talented associates who are important to the Company’s success. The Plan is
also intended to offer equity ownership in the Company to associates to encourage them to enhance
the value of the Company and therefore the price of the Company’s Common Stock and the shareowners’
return.



     The Plan is intended to comply with Code section 423 and to be a “tax conditioned plan” within
the meaning of SEC Rule 16b-3(c).



2. SHARES RESERVED FOR THE PLAN




     There shall be reserved for issuance and purchase by Eligible Associates under the Plan an
aggregate of 2,000,000 shares of Common Stock, subject to adjustment as provided in Section 16.
Shares purchased for the Plan shall be purchased in the open market or in private transactions, or
a combination thereof.



3. DEFINITIONS




     Where indicated by initial capital letters, the following terms shall have the following
meanings:



     ACT: The Securities Exchange Act of 1934.



     BASE COMPENSATION: The regular earnings of an Eligible Associate (before withholding or other
deductions), including overtime, after any salary reduction contributions pursuant to elections
under a plan subject to Code sections 125 or 401(k) and excluding bonuses and any other special
payments; provided, that the Committee may expand or narrow the definition of Base Compensation
from time to time so long as such definition is consistent with the requirements of Section 423 of
the Code.



     BOARD: The Board of Directors of the Company.



 









 





     BUSINESS DAY: Each day on which shares of Common Stock are or could be traded on the New York
Stock Exchange, or such other definition as the Committee may from time to time specify.



     CODE: The Internal Revenue Code of 1986, as amended, or any subsequently enacted federal
revenue law. A reference to a particular section of the Code shall include a reference to any
regulations issued under the section and to the corresponding section of any subsequently enacted
federal revenue law.



     COMMITTEE: The committee established pursuant to Section 13 to be responsible for the general
administration of the Plan.



     COMMON STOCK: The Company’s common stock, $.01 par value.



     COMPANY: Payless ShoeSource, Inc., a Missouri corporation, provided, that immediately after
the effective time of the Merger such term shall mean Payless ShoeSource, Inc. (formerly Payless
ShoeSource Holdings, Inc.), a Delaware corporation, and any successor by merger, consolidation or
otherwise.



     ELIGIBLE ASSOCIATE: Each employee, including each executive officer, of the Company and its
domestic Subsidiaries who meet the eligibility requirements of Section 4.



     EMPLOYER: A Participating Company that is the employer of a Participant.



     ENROLLMENT PROCEDURE: The procedure specified from time to time by the Committee to enable an
Eligible Associate to participate in the Plan and to authorize payroll deductions pursuant to
Section 5.



     FAIR MARKET VALUE: The weighted average price per share paid for all shares purchased on the
date in question with respect to a determination of the Purchase Price of Common Stock purchased
other than from the Company by an independent trustee or purchasing agent in arms-length
transactions. For all other purposes, Fair Market Value shall mean the average of the reported
lowest and highest sales prices per share for the Common Stock on the New York Stock Exchange on
the date in question, or, if there are no such sales on that date, the reported lowest and highest
sales prices per share for the Common Stock on the New York Stock Exchange for the last Business
Day prior to the date in question for which sales of the Common Stock were reported.



 









 





     INVESTMENT ACCOUNT: The account established for each Participating Associate to hold Common
Stock purchased under the Plan pursuant to Section 5.



     INVESTMENT DATE: The date on which the shares of Common Stock are purchased for the Plan.



     “MERGER” means the merger of Payless Merger Corp., a Missouri corporation and
wholly-owned subsidiary of Payless ShoeSource, Inc. (formerly Payless ShoeSource Holdings, Inc.), a
Delaware corporation, with the Company, pursuant to an Agreement and Plan of Merger among the
Company, Payless Merger Corp. and Payless ShoeSource, Inc. (formerly Payless ShoeSource Holdings,
Inc.).



     MONTH: A calendar month.



     PARENT: Any corporation (other than the Company) in an unbroken chain of corporations ending
with the Company if, as of an Investment Date, each of the corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.



     PARTICIPATING COMPANIES: The Company and its domestic Subsidiaries.



     PARTICIPANT OR PARTICIPATING ASSOCIATE: Eligible Associates who elect to participate in the
Plan pursuant to Section 5.



     PAYROLL DEDUCTION ACCOUNT: The account established for a Participating Associate to hold
payroll deductions pursuant to Section 5.



     PLAN: The “Payless ShoeSource, Inc. Stock Ownership Plan,” as set forth herein and as amended
from time to time.



     PURCHASE PRICE: The price for each whole and fractional share of Common Stock, including those
purchased by dividend reinvestment, which shall be 95% of the Fair Market Value of such whole or
fractional share on the Investment Date; provided, however, the Committee may change such purchase
price so long as the purchase price is not lower than the lesser of (i) 85% of the Fair Market
Value of the Common Stock on the first day of the applicable purchase period, and (ii) 85% of the
Fair Market Value of the Common Stock on the Investment Date.



     PURCHASE PERIOD: That period specified by the Committee during which payroll deductions shall
be accumulated for the purchase of Common



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Stock under the Plan; provided, that such period shall
not have a duration that exceeds the limitations provided in Section 423(b)(7) of the Code.



     RULE 16B-3: Rule 16b-3 of the Securities and Exchange Commission promulgated under the Act, as
now and hereafter amended.



     SUBSIDIARY OR SUBSIDIARIES: Any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, as of an Investment Date, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain.



     TRUSTEE: The trustee of the Plan designated by the Committee as provided in Section 13.



4. ELIGIBLE ASSOCIATES




     Participation in the Plan shall be open to each associate of a Participating Company
(including each executive officer of the Company) who has been continuously employed by one or more
Participating Companies for at least six months; provided, that the Committee may establish such
other or different employment requirements as it may deem appropriate so long as such other or
different requirements are consistent with the provisions of Section 423 of the Code. For purposes
of this section any break in service of less than thirty-one days shall not be deemed to constitute
a discontinuance of employment, unless the Committee shall otherwise provide.



     No director of the Company or of any its Subsidiaries who is not an associate shall be
eligible to participate in the Plan.



5. ELECTION TO PARTICIPATE; METHOD OF PURCHASE; INVESTMENT ACCOUNTS; DIVIDENDS




     5.1 ELECTION TO PARTICIPATE. Each Eligible Associate may become a Participant effective on
the first day of any Month coincident with or following the date the Participant becomes an
Eligible Associate by complying with the Enrollment Procedure authorizing specified regular payroll
deductions from the Participant’s Base Compensation. Such regular payroll deductions shall be
subject to a minimum deduction of $5.00 per weekly pay period and $10.00 per bi-weekly pay period
and a maximum deduction of $480.00 per weekly pay period and $960.00 per bi-weekly pay period;
provided, that the Committee may increase or decrease such minimum and maximum deductions from time
to time. All regular payroll deductions shall be credited to the Payroll Deduction Account that the
Company has established in the name of the Participant.



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     5.2 PURCHASE OF COMMON STOCK. Each Participating Associate having eligible funds in the
Participant’s Payroll Deduction Account on an Investment Date
shall be deemed, without any further action, to have purchased the number of shares which the
eligible funds in the Participant’s Payroll Deduction Account could purchase at the Purchase Price
on that Investment Date. All shares purchased shall be maintained by the Trustee in separate
Investment Accounts for
Participating Associates. Fractional shares will be allocated to accounts under the Plan unless the
Committee otherwise provides; provided that share certificates shall only be issued for whole
shares. If fractional shares are not allocated to accounts under the Plan, amounts that otherwise
would have been applied to the purchase of fractional shares will continue to be held for the
Participant and be applied towards the purchase of shares on the last day of the next Purchase
Period.



     5.3 TIMING AND MANNER OF PURCHASE. The Committee shall designate Purchase Periods during which
funds shall be accumulated in Payroll Deduction Accounts for the purchase of Common Stock. Until
otherwise specified the Purchase Periods shall consist of each Month in a year. The Investment Date
shall occur during an interval immediately following the end of each Purchase Period having such
duration as the Committee shall from time to time specify, provided that until the Committee
otherwise specifies, such interval shall be the ten Business Days immediately following the end of
the Purchase Period. However, nothing contained in this Plan shall authorize the Committee, the
Company or any affiliate of the Company to exercise any direct or indirect control or influence
over the times when, or the prices at which, the Trustee or its independent agent may purchase the
Common Stock for the Plan, the amounts of the Common Stock to be purchased, the manner in which the
Common Stock is to be purchased, or the selection of a broker or dealer (other than the Trustee)
through which purchases may be executed; provided, that the Company, the Committee and affiliates
of the Company, shall not be deemed to have such control or influence solely because the Committee
revises not more than once in any three month period the basis for determining the amount of the
Company’s contributions to the Plan, the basis for determining the frequency of the Company’s
allocations to the Plan, or any formula in the Plan that determines the amount or timing of shares
to be purchased by the Trustee.



     5.4 DIVIDENDS AND OTHER DISTRIBUTIONS. All cash dividends paid with respect to the whole and
fractional shares of the Common Stock and shares so purchased shall be reinvested in Common Stock
on the immediately following Investment Date and added to the shares held for a Participating
Associate in the Participant’s Investment Account. Stock dividends and stock splits received by the
Plan will be credited to Participants having Common Stock allocated to their Investment Account to
the extent that they are attributable to such allocated Common Stock. Property, other than shares
of Common Stock or



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cash, received by the Trustee as a distribution with respect to Common Stock
allocated to Participant Common Stock accounts will be distributed in kind to Participants in
proportion to the number of shares of Common Stock contained in their Investment Account.



     5.5 STOCK PURCHASES. The Trustee shall effect purchases of Common Stock on the open market or
in private transactions. Purchases shall be made using total amounts contained in all Payroll
Deduction Accounts
immediately preceding the purchase. The Company will pay the difference between the Purchase
Price and the price at which such shares are purchased for the Plan on or prior to the required
closing date for the purchase. Expenses incurred in the purchase of shares shall also be paid by
the Company.



     5.6 PAYMENT OF DEDUCTIONS TO THE TRUSTEE. Participating Companies shall pay to the
Trustee or to the order of the Trustee payroll deductions made during a Month prior to the time
required for the closing of purchases of Common Stock for the Plan, as directed by the Committee.
Interest shall not accrue on any amount paid to the Trustee or otherwise allocated to an Investment
Account pending investment in Common Stock or other distribution.



6. CHANGE IN PARTICIPATION, WITHDRAWALS AND DISTRIBUTIONS




     6.1 PERIOD OF PARTICIPATION. After an Eligible Associate has become a Participant in the Plan,
such participation will continue thereafter, so long as the Plan continues in effect, until the
employment of the Participant with all Participating Companies terminates, the Participant ceases
to make contributions to the Plan and makes a complete withdrawal from the Plan, or the Participant
ceases to be an Eligible Associate.



     6.2 CHANGE IN PARTICIPATION. A Participant may change the amount of the Participant’s payroll
deductions in accordance with rules established by the Committee.



     6.3 PARTIAL WITHDRAWALS. The Trustee shall deliver whole shares allocated to a Participant’s
Investment Account upon written request for a partial withdrawal received in accordance with rules
established by the Committee so long as the Participant’s Investment Account following such
delivery contains at least one share or such other amount as the Committee may from time to time
require. Deliveries shall be made as soon as practicable after the request is received.



     6.4 COMPLETE WITHDRAWAL, TERMINATION OF EMPLOYMENT, DEATH. A Participant may effect a
complete withdrawal from the Plan by giving notice in accordance with rules established by the
Committee. A withdrawal from the Plan shall also be deemed to occur at such time as the Participant
ceases to



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be an Eligible Associate for any reason, including death, or upon the occurrence of such
other event as may herein be specified as one which triggers a withdrawal. The Employer shall give
prompt notice to the Trustee of such withdrawal. Upon any such withdrawal the Participant, or the
Participant’s beneficiary or estate in the case of death, shall be entitled to receive from the
Trustee, as soon as practicable after the Trustee shall have completed its purchases of Common
Stock hereunder with all funds attributable to amounts received by the Trustee with respect to the
part of the Purchase Period that precedes the effective date of such withdrawal: (a) the number of
whole shares of
Common Stock credited to the account of such Participant, (b) cash in the amount of any
fractional share credited to the Participant’s Investment Account and (c) any cash balance credited
to such Participant’s Accounts which has not been invested by the Trustee. In the case of the death
of the Participant the deliveries shall be made to the beneficiary designated by the Participating
Associate in a writing filed with the Company. If no beneficiary has been designated, or if the
designated beneficiary does not survive the Participating Associate, such amount and all shares
shall be delivered to the Participant’s estate.



     6.5 PLAN RE-ENTRY; SUSPENSION DURING APPROVED LEAVE. A Participant who withdraws from the Plan
and continues to otherwise be an Eligible Associate may re-enter the Plan in accordance with such
rules as the Committee may establish; provided that until the Committee otherwise specifies,
re-entry may be effected at any time in accordance with the Enrollment Procedure. A Participant
whose contributions under the Plan shall have been temporarily discontinued shall not be considered
to have withdrawn from the Plan.



7. REGISTRATION OF SHARES




     The shares to be delivered to a Participant will be issued in such registration as shall have
been specified by the Participant in accordance with procedures established by the Committee. The
Committee may, in its discretion, restrict the use of any form of registration other than
registration solely in the name of the Participant and may permit such other registrations as may
be permitted under Section 423 of the Code and related Code sections and rules. The shares of a
Participant who is a minor may, with the consent of the Committee, and upon written instructions by
such associate, be registered in the name of an adult as custodian for such minor associate.



8. REQUIRED NOTICE OF SUBSEQUENT SALE




     As a condition of participation in the Plan, each Participating Associate agrees to notify the
Company if the Participant sells or otherwise disposes of any



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of the Participant’s shares of Common
Stock within two years of the Investment Date on which such shares were purchased.



9. STATEMENT OF ACCOUNT




     As soon as practicable after the end of each calendar quarter each Participant will receive
from the Trustee or the Company a statement of the Participant’s account with respect to such
period, subject to the right of the Committee to prescribe the form and content of such statement
and to otherwise change the frequency, coverage and delivery of such statement.



10. EXERCISE OF VOTING AND OTHER RIGHTS




     Prior to the time when the Trustee makes delivery to the Participating Associate of the shares
of Common Stock held in the Participant’s Investment Account, the Trustee will exercise all voting
rights pertaining to the shares of Common Stock allocated to the Investment Account of each
Participant only in accordance with written directions, if any, given to the Trustee by such
Participant prior to the date fixed for the exercise of such voting rights. In the absence of such
direction, the Trustee shall not vote allocated shares but may vote any unallocated Common Stock in
its discretion. All stock rights or offers received by the Trustee with respect to any Common Stock
held by it hereunder shall be exercised by the Trustee to the extent appropriately specified in
writing by Participants with respect to Common Stock allocated to the Investment Accounts of such
Participants. Rights or offers relating to any unallocated Common Stock shall be exercised or
otherwise disposed of by the Trustee in its discretion.



11. DESIGNATION OF BENEFICIARY




     A Participant may file with the Company a written designation of a beneficiary with respect to
the assets in the accounts of the Participant in the event of the Participant’s death, provided
that no such designation shall be effective unless so filed prior to the death of the Participant.
The written designation of a beneficiary filed with the Company may be changed or revoked by the
sole action of the Participant unless such action is precluded by statute. If upon the death of a
Participant there is doubt as to the right of any beneficiary to receive any amount, the Committee
may direct the Trustee to retain such amount, without liability for any interest thereon, until the
rights thereto are determined, or the Committee may direct the Trustee to distribute such amount
into any court of appropriate jurisdiction, in either of which events neither the Trustee nor the
Committee nor any Employer shall be under any further liability to anyone with respect to such
amount.



12. SALE OF SHARES




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     A Participating Associate shall have the right to direct the Trustee to sell shares in the
Participant’s Investment Account in lieu of a withdrawal or distribution of the shares in kind;
provided that the Committee may adopt rules regulating such elections, the timing of such sales,
and requirements that sales be aggregated with other sales. The Committee may also choose to
completely or temporarily suspend or terminate such rights. Upon any permitted direction to sell,
the Trustee will sell all shares allocated to the Investment Account that are covered by the
direction together with any fractional interest that may be aggregated with other fractional
interests into a whole share, and remit the proceeds of such sale, less brokerage commissions and
other selling expenses to the Participant or other permitted distributee. The Trustee may,
consistent with applicable securities laws, sell the shares in private transactions, in the open
market, or to the Company. If so directed the Trustee shall sell the shares to the
Company. Any sale of shares to the Company shall be effected at Fair Market Value on the date
of purchase.



13. ADMINISTRATION OF THE PLAN




     13.1 THE COMMITTEE. The Plan shall be administered by the Committee, which shall
consist of not less than two members appointed by the Board. Committee members shall be directors,
officers or salaried employees of the Company. The Board from time to time may appoint members
previously appointed and may fill vacancies, however caused, in the Committee.



     13.2 THE TRUSTEE. The Committee will designate one or more individuals, a bank, trust company
or investment firm having trust powers to act as trustee under the Plan (the “Trustee”), with the
right in the Committee to change such designation in its discretion. The Trustee will hold all
funds received by it under the Plan and, until delivery thereof to the Participants hereunder, all
shares of Common Stock acquired by the Trustee under the Plan. The Trustee may rely on all orders,
requests, and instructions with respect to the Plan given in writing and signed by any person
authorized by the Committee or the Company’s Board of Directors, and the Trustee shall not be
liable to any person for any action taken in accordance therewith. The Trustee or such other agent
as the Trustee may appoint to effect purchases under the Plan shall be an “agent independent of the
issuer” within the meaning of Regulation M of the Securities and Exchange Commission, as amended.



     13.3 AUTHORITY OF THE COMMITTEE. Subject to the express provisions of the Plan, the Committee
shall have the authority to take any and all actions (including directing the Trustee as to the
acquisition of shares) necessary to implement the Plan, to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other determinations necessary or
advisable in administering the Plan. All of such determinations shall



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be final and binding upon all
persons. A quorum of the Committee shall consist of a majority of its members and the Committee may
act by vote of a majority of its members at a meeting at which a quorum is present, or without a
meeting by a written consent to the action taken signed by all members of the Committee. The
Committee may request advice or assistance or employ such other persons as are necessary for proper
administration of the Plan. To the extent that the Committee exercises discretionary authority with
respect to the establishment and modification of rules, regulations and guidelines for the
administration of the Plan, such rules and rule changes shall be made to apply uniformly to all
Participants, consistent with the requirements of Section 423 of the Code.



14. LIMITATION ON PURCHASES




     No Participating Associate may purchase during any one calendar year under the Plan (or under
any other plan of the Company, a Parent or Subsidiary qualified under Code section 423) shares of Common Stock having an aggregate Fair Market Value
(determined by reference to the Fair Market Value on each Investment Date) in excess of the
limitations of Code section 423(b)(8).



     A Participating Associate’s Payroll Deduction Account may not be used to purchase
Common Stock on any Investment Date to the extent that after such purchase the Participating
Associate would own (or be considered as owning within the meaning of Code section 424(d)) stock
possessing 5 percent or more of the total combined voting power of the Company or its Parent or
Subsidiary. For this purpose, Common Stock which the Participating Associate may purchase under any
outstanding rights to purchase shall be treated as owned by such Participating Associate. As of the
first Investment Date on which this paragraph limits a Participating Associate’s ability to
purchase Common Stock, the associate shall cease to be an Eligible Associate.



15 RIGHTS NOT TRANSFERABLE




     Rights under the Plan are not transferable by a Participating Associate otherwise than by will
or the laws of descent and distribution, and are exercisable, during the Associate’s lifetime, only
by the Associate.



16. CHANGE IN CAPITAL STRUCTURE




     In the event of a stock dividend, stock split or combination of shares, recapitalization or
merger in which the Company is the surviving corporation or other change in the Company’s capital
stock (including, but not limited to, the creation or issuance to shareholders generally of rights,
options or warrants for the purchase of Common Stock or preferred stock of the Company), the
number and kind of shares of stock or securities of the Company to be subject to the Plan, the
maximum number of shares or securities which may be delivered under



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the Plan, the selling price and
other relevant provisions shall be appropriately adjusted by the Committee, whose determination
shall be binding on all persons.



     If the Company is a party to a consolidation or a merger in which the Company is not the
surviving corporation, a transaction that results in the acquisition of substantially all of the
Company’s outstanding stock by a single person or entity, or a sale or transfer of substantially
all of the Company’s assets, the Committee may take such actions with respect to the Plan as the
Committee deems appropriate.



     Notwithstanding anything in the Plan to the contrary, the Committee may take the foregoing
actions without the consent of any Participant, and the Committee’s determination shall be
conclusive and binding on all persons for all purposes.



17. AMENDMENT OF THE PLAN



     The Board of Directors may at any time, or from time to time, amend the Plan in any respect;
provided, however, that the shareholders of the Company must approve any amendment that would (i)
increase the number of securities that may be issued under the Plan, or (ii) modify the
requirements as to eligibility for participation in the Plan.



18. TERMINATION OF THE PLAN




     The Plan and all rights of associates hereunder shall terminate:



          a.
on the Investment Date that Participating Associates become entitled to purchase a
number of shares greater than the number of reserved shares remaining available for purchase; or




          b. at any date at the discretion of the Board of Directors.




     In the event that the Plan terminates under circumstances described in (a) above, reserved
shares remaining as of the termination date shall be issued to Participating Associates on a pro
rata basis. Upon termination of the Plan, all amounts in an associate’s Payroll Deduction Account
that are not used to purchase Common Stock will be refunded.



19. EFFECTIVE DATE OF PLAN




     The Plan was approved by the Board of Directors on March 20, 1997, and shall become effective
on August 1, 1997, subject to receiving shareholder approval.




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20. GOVERNMENT AND OTHER REGULATIONS




     The Plan, and the grant and exercise of the rights to purchase shares hereunder, and the
Company’s obligation to sell and deliver shares upon the exercise of rights to purchase shares,
shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to
such approvals by any regulatory or government agency as may, in the opinion of counsel for the
Company, be required.



21. INDEMNIFICATION AND LIABILITY OF COMMITTEE AND TRUSTEE




     The Committee and all persons employed by each Participating Company who are engaged in
administering the Plan shall be entitled to rely upon all valuations, certificates and reports
furnished by the Trustee or by any accountant or actuary selected by the Committee and upon all
opinions given by any legal counsel selected by the Committee. The members of the Committee, the
Trustee, each Participating Company, and all persons employed by each Participating
Company and the Trustee who are engaged in administering the Plan (a) shall be fully protected
with respect to any action taken by them in good faith and all actions so taken shall be conclusive
and binding upon all persons having or claiming to have any interest under the Plan; and (b) shall
not be personally liable by reason of any instrument made or executed by them or on their behalf or
in the course of administering the Plan or for any mistake of judgment made by them or any other
person, or for any neglect, omission or wrongdoing of any other person or for any loss to the Plan
unless resulting from their own willful misconduct. No member of the Committee shall have any
liability to any person for any action or omission except each for his own individual willful
misconduct.



     Service on the Committee shall constitute service as a director of the Company so that
members of the Committee shall be entitled to indemnification and reimbursement as directors of the
Company pursuant to its Articles of Incorporation and Bylaws.



     In addition to the foregoing, each member of the Committee, the Trustee, and each director and
officer of each Participating Company shall be indemnified by the Company against all expenses
(including costs and attorneys fees) actually and necessarily incurred or paid by such person in
connection with the defense of any action, suit or proceeding in any way relating to or arising
from the Plan to which the Participant may be made a party by reason of the party being or having
been such member of the Committee, Trustee, director or officer or by reason of any action or
omission or alleged action or omission by him in such capacity, and against any amount or amounts
which may be paid by him (other than to the Employer) in reasonable settlement of any such action,
suit or proceeding, where the Company has consented to such settlement. In cases



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where such action,
suit or proceeding shall proceed to final adjudication, such indemnification shall not extend to
matters as to which it shall be adjudged that such member of the Committee, Trustee, director or
officer is liable for willful misconduct in the performance of the duties of such person as such.
The right of indemnification herein provided shall not be exclusive of other rights to which any
member of the Committee, Trustee, director or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such member of the Committee, Trustee, director or
officer and shall inure to the benefit of the heirs, executors, administrators, successor or
assigns of such members of the Committee, director or officer.



22. APPLICABLE LAW




     The place of administration of the Plan shall conclusively be deemed to be within the State of
Kansas and the validity, construction, interpretation and administration of the Plan and of any
rules or regulations or determinations or decisions made thereunder, and the rights of any and all
persons having or
claiming to have any interest therein or thereunder, shall be governed by and be determined
exclusively and solely in accordance with, the laws of the State of Kansas. Without limiting the
generality of the foregoing, the period within which any action arising under or in connection with
the Plan, or any payment or award made or purportedly made under or in connection therewith, must
be commenced shall be governed by the laws of the State of Kansas, irrespective of the place where
the act or omission complained of took place and of the residence of any party to such action and
irrespective of the place where the action may be brought.




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