0000936392-06-000925 Sample Contracts

FORM OF PHOENIX FOOTWEAR GROUP, INC. NON-EMPLOYEE DIRECTOR PERFORMANCE-BASED DEFERRED STOCK AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2001 LONG-TERM INCENTIVE PLAN

Non-Employee Director Performance-Based Deferred Stock Award Agreement • October 4th, 2006 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Delaware

• Contract Type
  Non-Employee Director Performance-Based Deferred Stock Award Agreement
• Filed
  October 4th, 2006
• Company
  Phoenix Footwear Group Inc
• Industry
  Footwear, (no rubber)
• Jurisdiction
  Delaware

This AWARD AGREEMENT (the “Award Agreement”) is made effective as of , 200___, between Phoenix Footwear Group, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Amended and Restated 2001 Long-Term Incentive Plan (the “Plan”).

FORM OF PHOENIX FOOTWEAR GROUP, INC. PERFORMANCE-BASED DEFERRED STOCK AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2001 LONG-TERM INCENTIVE PLAN

Performance-Based Deferred Stock Award Agreement • October 4th, 2006 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Delaware

• Contract Type
  Performance-Based Deferred Stock Award Agreement
• Filed
  October 4th, 2006
• Company
  Phoenix Footwear Group Inc
• Industry
  Footwear, (no rubber)
• Jurisdiction
  Delaware

This AWARD AGREEMENT (the “Award Agreement”) is made effective as of , between Phoenix Footwear Group, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Amended and Restated 2001 Long-Term Incentive Plan (the “Plan”).