0000014707-16-000090 Sample Contracts

INCENTIVE AND STOCK COMPENSATION PLAN OF 2011
Performance Award Agreement • March 29th, 2016 • Caleres Inc • Footwear, (no rubber) • Missouri

THIS AWARD AGREEMENT, effective March 17, 2016, represents the grant of Performance Shares (“Shares”) (collectively, the "Award") by Caleres, 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 receive the Award with respect to the Performance Periods set forth below under the Company’s Incentive and Stock Compensation Plan of 2011 (the "Plan"). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of March 3, 2016), all of which constitute part of this Agreement, this Award provides:

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RESTRICTED STOCK AWARD AGREEMENT - Employee CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2011
Restricted Stock Award Agreement • March 29th, 2016 • Caleres Inc • Footwear, (no rubber) • Missouri

Caleres, Inc., a New York corporation (the “Company”), grants to the participant identified below an award of Restricted Shares, which shall be shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2011 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of March 3, 2016), including restrictions applicable to the Restricted Shares, all of which constitute part of this Agreement (the “Restricted Stock Award”), as follows:

CALERES, INC. RESTRICTED STOCK UNIT AGREEMENT - Director
Restricted Stock Unit Agreement • March 29th, 2016 • Caleres Inc • Footwear, (no rubber) • Missouri

Caleres, Inc., a New York corporation (hereinafter referred to as the “Company”), grants to the participant (hereinafter referred to as the "Director") an award of Restricted Stock Units (“Award”), and subject to the key terms set forth below and the attached General Terms and Conditions (as amended and restated effective May 28, 2015).

RESTRICTED STOCK AWARD AGREEMENT - Director CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2011
Restricted Stock Award Agreement • March 29th, 2016 • Caleres Inc • Footwear, (no rubber) • Missouri

Caleres, Inc., a New York corporation (the “Company”), grants to the participant identified below an award of Restricted Shares, which shall be shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2011 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (as amended and restated effective May 28, 2015), including restrictions applicable to the Restricted Shares, all of which constitute part of this Agreement (the “Restricted Stock Award”), as follows:

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