INCENTIVE AND STOCK COMPENSATION PLAN OF 2002, as Amended and Restated as of May 22, 2008Incentive and Stock • June 9th, 2011 • Brown Shoe Co Inc • Footwear, (no rubber)
THIS AWARD AGREEMENT, effective March 3, 2011, represents the grant of both Performance Shares ("Performance Shares") and a Cash-Based Award ("Cash Award") (collectively, the "Award") by Brown Shoe Company, Inc. ("Company") to the Participant named below, who has been selected by the Compensation Committee of the Company's Board of Directors (the "Committee") to participate in the 2011 to 2013 Performance Award Plan under the Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the "Plan") of Brown Shoe Company, Inc (the "Company"). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of March 2011), all of which constitute part of this Agreement, this Award provides:
