0000014707-10-000022 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • March 31st, 2010 • Brown Shoe Co Inc • Footwear, (no rubber) • Missouri

This SEVERANCE AGREEMENT (the “Agreement”) is effective as of April 1, 2009 (“Effective Date”) by and between Mark D. Lardie (“Employee”) and Brown Shoe Company, Inc., a New York corporation (“Brown Shoe” and, together with its subsidiaries, the “Company”).

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Form of Agreement to Certain Severance Agreements
Brown Shoe Co Inc • March 31st, 2010 • Footwear, (no rubber)

Section 409A to the Internal Revenue Code (“IRC”) imposes significant limitations on amounts that are considered nonqualified deferred compensation (“NDC”). Some payments under your Severance Agreement may be subject to these rules. Therefore, in order to avoid potential negative tax implications to you, we must amend your Severance Agreement to ensure compliance with 409A.

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