INDENTUREIndenture • September 12th, 2003 • Payless Shoesource Inc /De/ • Retail-shoe stores • New York
1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGER AMONG PAYLESS SHOESOURCE, INC., PAYLESS SHOESOURCE HOLDINGS, INC. AND PAYLESS MERGER CORP. DATED AS OF APRIL 20, 1998, AS AMENDED 2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (hereinafter called...Merger Agreement • June 3rd, 1998 • Payless Shoesource Holdings Inc • Retail-shoe stores • Missouri
EXHIBIT 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (the "Agreement"), dated October 20, 2005, is between and among Duane Cantrell ("Cantrell"), Mark Willoughby ("Willoughby") (sometimes referred to collectively herein as "DC/MW"), on the one...Settlement Agreement • November 10th, 2005 • Payless Shoesource Inc /De/ • Retail-shoe stores • Kansas
Exhibit 10.15 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of the 22nd day of March, 2000, between Payless ShoeSource, Inc., a Delaware corporation (the "Company") and ____________(the "Indemnitee"). WHEREAS, it is essential to the Company to retain...Indemnification Agreement • April 21st, 2000 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware
EXHIBIT 10.12 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of the ___________ day of _____________ , 2003, between Payless ShoeSource, Inc., a Delaware corporation (the "Company") and ____________________ (the "Indemnitee"). WHEREAS, it is essential...Indemnification Agreement • April 9th, 2004 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware
ANDSeparation Agreement • April 16th, 2002 • Payless Shoesource Inc /De/ • Retail-shoe stores • Kansas
PAYLESS SHOESOURCE, INC. 3231 EAST 6TH AVENUE P.O. BOX 1189 TOPEKA, KANSAS 66601-1189 (785) 233-5171 EXECUTIVE OFFICESEmployment Agreement • June 22nd, 2005 • Payless Shoesource Inc /De/ • Retail-shoe stores • Kansas
RECITALS --------Credit Agreement • December 8th, 1998 • Payless Shoesource Inc /De/ • Retail-shoe stores • Illinois
EXHIBIT 4.2 Payless ShoeSource, Inc. 8.25% Senior Subordinated Notes due 2013 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named in Schedule I hereto EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • September 12th, 2003 • Payless Shoesource Inc /De/ • Retail-shoe stores • New York
1 EXHIBIT 99.1 ASSUMPTION AGREEMENT THIS AGREEMENT is made and entered into this 22nd day of May, 1998, by and between Payless ShoeSource, Inc., a Missouri corporation ("Payless") and Payless ShoeSource Holdings, Inc., a Delaware corporation...Assumption Agreement • June 3rd, 1998 • Payless Shoesource Holdings Inc • Retail-shoe stores
EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the ____ of _____ 200_, by and between PAYLESS SHOESOURCE, INC., a Delaware corporation, ("Payless") and ________ ("Executive"). In consideration of mutual promises and...Employment Agreement • April 18th, 2003 • Payless Shoesource Inc /De/ • Retail-shoe stores • Kansas
1 Exhibit 10.25 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into on the 16th day of November, 2000, by and between PAYLESS SHOESOURCE, INC., a Delaware corporation, ("Payless") and Steven J. Douglass ("Executive"). In consideration of...Employment Agreement • April 19th, 2001 • Payless Shoesource Inc /De/ • Retail-shoe stores • Kansas
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • July 16th, 2003 • Payless Shoesource Inc /De/ • Retail-shoe stores • New York
AGREEMENT AND PLAN OF MERGER among COLLECTIVE BRANDS, INC., WBG - PSS HOLDINGS LLC, WBG - PSS MERGER SUB INC., and solely for purposes of Sections 6.5, 6.8, 6.9 (other than 6.9(e)), 6.13, 6.14(a), 6.17 and ARTICLE IX, WOLVERINE WORLD WIDE, INC. Dated...Merger Agreement • May 2nd, 2012 • Collective Brands, Inc. • Retail-shoe stores • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of May 1, 2012, among Collective Brands, Inc., a Delaware corporation (the “Company”), WBG - PSS Holdings LLC, a Delaware limited liability company (“Parent”), WBG - PSS Merger Sub Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” or “Constituent Corporation”), and, solely for purposes of Sections 6.5, 6.8, 6.9 (other than 6.9(e)), 6.13, 6.14(a), 6.17 and ARTICLE IX, Wolverine World Wide, Inc., a Delaware corporation (“Wolverine” or the “Carveout Purchaser”).
1 EXHIBIT 4 STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of April 20, 1998 as amended between PAYLESS SHOESOURCE HOLDINGS, INC.Stockholder Protection Rights Agreement • June 3rd, 1998 • Payless Shoesource Holdings Inc • Retail-shoe stores • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of August 24, 2011 between COLLECTIVE BRANDS, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentStockholder Protection Rights Agreement • August 24th, 2011 • Collective Brands, Inc. • Retail-shoe stores • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of August 24, 2011, between Collective Brands, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
May 26, 2005 Steven J. Douglass 3231 SE Sixth Avenue Topeka, Kansas 66607 Dear Steven: In connection with the CEO succession plan, you and Payless ShoeSource, Inc. (the "Company") mutually agree that the last day of your employment will be the day...Separation Agreement • May 31st, 2005 • Payless Shoesource Inc /De/ • Retail-shoe stores
In connection with the CEO succession plan, you and Payless ShoeSource, Inc. (the "Company") mutually agree that the last day of your employment will be the day immediately preceding the date on which your successor commences employment with the Company (your "Separation Date"). The Company expects that the new CEO will commence employment on or before August 1, 2005. For the avoidance of doubt, until your Separation Date you will continue to have the position, authority, duties and responsibilities contemplated by Paragraph 1 of your Employment Agreement dated October 1, 2003 (your "Employment Agreement").
1 Exhibit 10.24 CONSULTING CONTRACT This Consulting Contract made and entered into as of December 22, 2000 by and between Payless ShoeSource, Inc., a Delaware corporation ("Payless") and Jed L. Norden ("Consultant"). WHEREAS, Payless and Consultant...Consulting Contract • April 19th, 2001 • Payless Shoesource Inc /De/ • Retail-shoe stores • Kansas
EXHIBIT 10.10 CHANGE OF CONTROL AGREEMENT This AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (this "Agreement"), restated as of the __ day of _________, 2004 (the "Restatement Effective Date"), by and between Payless ShoeSource, Inc., a Delaware...Change of Control Agreement • April 9th, 2004 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware
BY AND AMONGLoan, Guaranty and Security Agreement • January 22nd, 2004 • Payless Shoesource Inc /De/ • Retail-shoe stores • New York
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 16th, 2011 • Collective Brands, Inc. • Retail-shoe stores • Delaware
This CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made and entered into effective as of the 6th day of March, 2007 (the “Agreement Effective Date”), by and between Collective Licensing International, LLC, a Delaware limited liability company (the “Company”), and Bruce Pettet (the “Executive”).
EXHIBIT 10.12 CHANGE OF CONTROL AGREEMENT AGREEMENT, dated as of the ____ day of ______, 200_ (this "Agreement"), by and between Payless ShoeSource, Inc., a Delaware corporation (the "Company"), and __________ (the "Executive"). WHEREAS, the Board of...Change of Control Agreement • April 18th, 2003 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware
1 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into on the 22nd day of March, 2000, by and between PAYLESS SHOESOURCE, INC., a Delaware corporation, ("Payless") and __________________ ("Executive"). In consideration of mutual...Employment Agreement • April 21st, 2000 • Payless Shoesource Inc /De/ • Retail-shoe stores • Kansas
AGREEMENT AND PLAN OF MERGER among THE STRIDE RITE CORPORATION, PAYLESS SHOESOURCE, INC. and SAN JOSE ACQUISITION CORP. Dated as of May 22, 2007Merger Agreement • May 23rd, 2007 • Payless Shoesource Inc /De/ • Retail-shoe stores • Massachusetts
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of May 22, 2007, among The Stride Rite Corporation, a Massachusetts corporation (the “Company”), Payless ShoeSource, Inc., a Delaware corporation (“Parent”), and San Jose Acquisition Corp., a Massachusetts corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
1 EXHIBIT 99.13 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of 20th day of April, 1998, between Payless ShoeSource, Inc., a Delaware corporation (the "Company") and ______________________________________ (the "Indemnitee"). WHEREAS, it is essential...Indemnification Agreement • June 3rd, 1998 • Payless Shoesource Holdings Inc • Retail-shoe stores • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2008 • Collective Brands, Inc. • Retail-shoe stores • Kansas
THIS AGREEMENT is made this 3rd day of August, 2008 (the “Effective Date”), by and between COLLECTIVE BRANDS, INC., a Delaware corporation, (“CBI”) and BETTY J. CLICK (“Executive”).
1 Exhibit 10.14 CHANGE OF CONTROL AGREEMENT AGREEMENT, dated as of the 10th day of March, 2000 (this "Agreement"), by and between Payless ShoeSource, Inc., a Delaware corporation (the "Company"), and _________________________ (the "Executive")....Change of Control Agreement • April 21st, 2000 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware
SETTLEMENT AGREEMENTSettlement Agreement • September 3rd, 2008 • Collective Brands, Inc. • Retail-shoe stores • California
This SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into by and between K-Swiss Inc., a Delaware corporation, with its principal place of business at 31248 Oak Crest Drive, Westlake Village, California 91361 (“K-Swiss”) and Payless ShocSource, Inc., a Missouri corporation, with a place of business at 3231 S.E. 6th Avenue, Topeka, KS 66607, and Payless ShoeSource, Inc., a Delaware corporation, with its principal place of business at 3231 S.E. 6th Avenue, Topeka, KS 66607 (collectively “Payless”). K-Swiss and Payless are sometimes hereinafter referred to, separately, as a “Party” or, collectively, as the “Parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 18th, 2008 • Collective Brands, Inc. • Retail-shoe stores • Delaware
AGREEMENT, dated as of the 3rd day of August, 2008, between Collective Brands, Inc., a Delaware corporation (the "Company") and Betty J. Click (the "Indemnitee").
PAYLESS SHOESOURCE, INC. 3231 SE Sixth Avenue Topeka, KS 66607-2207 (785) 233-5171Stock Appreciation Right Award Agreement • March 21st, 2006 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware
Pursuant to the terms and conditions of the Payless ShoeSource, Inc. 1996 Stock Incentive Plan (the “1996 Plan”), you have been granted a Stock Appreciation Right (a “SAR”) for the right and privilege to receive compensation, in stock, equal to the appreciation on such number of shares of Stock identified and further outlined below:
PAYLESS SHOE SOURCE, INC. 2007 RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 3rd, 2007 • Payless Shoesource Inc /De/ • Retail-shoe stores
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:
TERM LOAN AGREEMENT Dated as of August 17, 2007 among COLLECTIVE BRANDS FINANCE, INC. as Borrower and THE LENDERS PARTY HERETO and CITICORP NORTH AMERICA, INC. as Administrative Agent and Collateral Agent CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN...Term Loan Agreement • August 17th, 2007 • Payless Shoesource Inc /De/ • Retail-shoe stores • New York
TERM LOAN AGREEMENT Dated as of August 17, 2007 among Collective Brands Finance, Inc. as Borrower and The Lenders Party Hereto and Citicorp North America, Inc. as Administrative Agent and Collateral Agent Citigroup Global Markets Inc. and J.P. Morgan...Term Loan Agreement • September 2nd, 2010 • Collective Brands, Inc. • Retail-shoe stores • New York
with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such date; and]3
AWARD CANCELLATION AGREEMENTAward Cancellation Agreement • January 12th, 2009 • Collective Brands, Inc. • Retail-shoe stores
This Award Cancellation Agreement (this “Agreement”), is made and entered into as of the latest date set forth below, by and between _______________ (“Grantee”), and Collective Brands, Inc. (“CBI”), with reference to the following facts:
AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 5th, 2007 • Payless Shoesource Inc /De/ • Retail-shoe stores
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”).
