BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 (as Amended and Restated) PERFORMANCE UNIT AWARD AGREEMENT
Exhibit
10.1e
BROWN
SHOE COMPANY, INC.
INCENTIVE
AND STOCK COMPENSATION PLAN OF 2002
(as
Amended and Restated)
You have been selected by the
Compensation Committee of the Brown Shoe Company, Inc. Board of Directors (the
“Committee”) to be a Participant in the Performance Unit Award Plan under the
Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the
“Plan”) of Brown Shoe Company, Inc. (the “Company”), as specified
below:
Participant: ________
Performance
Award:
Target Number of Performance
Shares: ___ shares of Company Common Stock, $.01
par value
Target Cash-Based
Award: $___
Performance
Period: [beginning of current fiscal year] to [end of third
fiscal year]
Performance
Measure: Cumulative earnings per share for three fiscal years
and compound annual revenue growth for three fiscal years.
THIS AWARD AGREEMENT, effective ___,
20__, represents the grant of both Performance Shares (“Performance Shares”) and
the Cash-Based Award (“Cash”) (collectively, the “Award”) by the Company to the
Participant named above, pursuant to the provisions of the Plan.
The Plan provides a complete
description of the terms and conditions governing the Award. If there
is any inconsistency between the terms of this Award Agreement and the terms of
the Plan, the Plan’s terms shall completely supersede and replace the
conflicting terms of this Agreement. All capitalized terms shall have
the meanings ascribed to them in the Plan, unless specifically set forth
otherwise herein. The parties hereto agree as follows:
|
|
1.
|
Performance
Period. The Performance Period commences on ____, 20__
and ends on ____, 20__.
|
| 2. | Value of Award. The Award shall represent and have a maximum value equal to two times the value of each component (that is, a maximum of two times the target number of Performance Shares and two times the target amount of Cash). | |
| 3. |
Award Payoff and Achievement of
Performance Measures. The Award to be earned under this
Agreement shall be based upon the Company’s cumulative earnings per share
for Fiscal Years 20__, 20__ and 20__ and compound annual revenue growth
for Fiscal Years 20__, 20__ and 20__. For this purpose, earnings per share
shall be calculated based on annual net earnings per diluted share (in
accordance with U. S. generally accepted accounting principles), and is
subject to the Committee’s right, pursuant to Section 14.2 of the Plan, to
make adjustments for unusual or nonrecurring events. Unless
otherwise specifically provided by the Committee, if the Participant was
not an employee of the Company or its Subsidiaries upon commencement of
the Performance Period, then the value of the earned Award and the amount
payable to the Participant shall be pro-rated and payable based on the
number of days of Participant’s employment during the Performance Period
as a percent of the total number of days during the Performance
Period.
|
|
|
Revenue
shall represent the “net sales” reported in our financial statements, and
the compound annual revenue growth rate percentage shall be calculated
based on the geometric average growth rate in revenue for Fiscal Years
20__, 20__ and 20__.
|
The percent of the Award earned shall
then be determined based on the following chart:
PAYOFF
PROFILE – 20__ GRANT
(%
OF TARGET PAID OUT)
|
Compound
Annual
Sales
Growth
Rate
|
%
%
%
%
|
%
%
%
%
|
%
%
%
%
|
%
%
%
%
|
%
%
%
%
|
%
%
%
%
|
EPS <$ $ $ $ $
Interpolation
shall be used to determine the percent of the Award earned in the event the
Company’s EPS measure does not fall directly on one of the ranks listed in the
above chart. However, no payoff is earned unless the minimum EPS of
$___ is achieved.
|
|
4.
|
Termination
Provisions. Except as provided below, a Participant
shall be eligible for payment of the earned Award, as specified in Section
3, only if the Participant’s employment with the Company continues through
the end of the Performance Period. If a Participant retires at normal
retirement date or at early retirement date with the approval of the
Committee (“Retirement”), or suffers a permanent Disability, or dies
during the Performance Period, the Committee, in its sole discretion, may
determine that the Participant shall be eligible for that proportion of
the Award earned under Section 3 for such Performance Period that his or
her number of full months of participation during the Performance Period,
bears to the total number of months in the Performance
Period. In the event of the death of the Participant, his or
her beneficiary shall be entitled to the Award to which the Participant
otherwise would have been entitled under the same conditions as would have
been applicable to the Participant. Awards will be payable
under this Section 4 (including upon Retirement, death or Disability) at
the time specified in Section 6, but only to the extent that the
performance goals set forth in Section 3 have been
met.
|
|
|
5.
|
Dividends. The
Participant shall have no right to any dividends that may be declared on
the Company’s Common Stock during the period from the commencement of the
Performance Period through the date of payment of the earned
Award.
|
|
|
6.
|
Form and Timing of Payment of
the Award. Payment of the earned Performance Shares
shall be made in shares of the Company’s Common Stock, and payment of the
earned Cash Award shall be made in cash. Payment of the earned
Award shall be made within sixty (60) calendar days following the close of
the Performance Period.
|
|
|
7.
|
Change in
Control. If a Participant is employed by the Company on
the date of a Change in Control, subject to Article 2.7 and Article 13 of
the Plan, unless otherwise specifically prohibited under applicable laws,
or by the rules and regulations of any governing governmental agencies or
national securities exchange, the Award shall be deemed to have been fully
earned for the entire Performance Period as of the occurrence of the
Change in Control, at the target level, and shall be paid out within
thirty (30) days following the effective date of the Change in
Control.
|
|
|
8.
|
Recapitalization. Subject
to Article 4.2 of the Plan, in the event that there is any change in
corporate capitalization, such as a stock split, or a corporate
transaction, such as any merger, consolidation, separation including a
spin-off, or other distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the
definition of such term in Code 368) or any partial or complete
liquidation of the Company, such adjustment shall be made in the number
and class and/or price of the Company’s Common Stock subject to this
Award, as may be determined to be appropriate and equitable by the
Committee, in its sole discretion, to prevent dilution or enlargement of
rights; provided, however, that the number of Performance Shares subject
to this Award shall always be a whole
number.
|
|
|
9.
|
Tax
Withholding. The Committee shall have the power and the
right to deduct or withhold, or require the Participant or beneficiary to
remit to the Company, an amount sufficient to satisfy Federal, state, and
local taxes, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of the
Award. In satisfaction of such requirements, the Participant
may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company
withhold from the payment of the Award: (a) shares of Company Common Stock
having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be withheld on the
transaction (“Withholding Amount”) with respect to the Performance Share
component of the Award; and/or (b) cash equal to the Withholding Amount on
the Cash component; or (c) in lieu of (a) and (b), cash equal to the
Withholding Amount on both the Performance Share and the Cash
components. All such elections shall be irrevocable, made in
writing on such form as may be required by the Company, signed by the
Participant, and subject to any restrictions or limitations that the
Committee, in its sole discretion, deems
appropriate.
|
|
|
10.
|
Nontransferability. This
Agreement as well as the rights granted thereunder may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and
distribution.
|
|
|
11.
|
Administration. This
Agreement and the rights of the Participant hereunder are subject to all
terms and conditions of the Plan, as the same may be amended from time to
time, as well as to such rules and regulations as the Committee may adopt
for administration of the Plan. It is expressly understood that
the Committee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan
and this Award Agreement, all of which shall be binding upon the
Participant.
|
|
|
12.
|
Miscellaneous
|
|
|
(a)
|
This
Award Agreement shall not confer upon the Participant any right to
continuation of employment by the Company, nor shall this Award Agreement
interfere in any way with the Company’s right to terminate his or her
employment at any time.
|
| (b) | The Committee and/or the Company's Board of Directors may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant's rights under this Award Agreement without the Participant's written consent. | |
| (c) | This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. | |
| (d) | To the extent not preempted by Federal law, this Award Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply. Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri. |
IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed effective as of ____, 20__.
| BROWN SHOE COMPANY, INC. | |
| By: _____________________________________________ | |
| Participant |
