0000927016-03-000298 Sample Contracts

AMENDMENT NO. 1 TO MAXWELL SHOE COMPANY INC. EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE
1994 Stock Incentive Plan • January 29th, 2003 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Delaware

This AMENDMENT NO. 1 (this “Amendment”) TO THE MAXWELL SHOE COMPANY INC. EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT (the “Original Employee Option Agreement”) dated as of by and between Maxwell Shoe Company Inc., a Delaware corporation (the “Company”), and the undersigned (the “Option Holder”), is entered into as of October , 2002 by and between the Company and the Option Holder.

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AMENDMENT NO. 1 TO STOCK OPTION AND REGISTRATION RIGHTS AGREEMENT
Stock Option and Registration Rights Agreement • January 29th, 2003 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Delaware

This AMENDMENT NO. 1 (this “Amendment”) TO STOCK OPTION AND REGISTRATION RIGHTS AGREEMENT(the “Original Agreement”) dated January 26, 1994 by and between Maxwell Shoe Company Inc., a Delaware corporation (the “Company”) and Mark J. Cocozza (the “Option Holder”), is entered into as of October 30, 2002 by between the Company and the Option Holder.

AMENDMENT NO. 1 TO MAXWELL SHOE COMPANY INC. NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT PURSUANT TO THE
1994 Stock Incentive Plan • January 29th, 2003 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Delaware

This AMENDMENT NO. 1 (this “Amendment”) TO MAXWELL SHOE COMPANY INC. NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (the “Original Nonemployee Director Option Agreement”) dated as of by and between Maxwell Shoe Company Inc., a Delaware corporation (the “Company”), and the undersigned (the “Option Holder”), is entered into as of October , 2002 between the Company and the Option Holder.

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