0000950137-07-005076 Sample Contracts

PAYLESS SHOE SOURCE, INC. 2007 RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 3rd, 2007 • Payless Shoesource Inc /De/ • Retail-shoe stores

Pursuant to the terms and conditions of the Payless ShoeSource, Inc. 2006 Stock Incentive Plan (the “2006 Plan”), you have been granted the shares of stock outlined below:

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PAYLESS SHOESOURCE, INC. STOCK APPRECIATION RIGHT AGREEMENT (FREESTANDING STOCK SETTLED SAR ONLY)
Stock Appreciation Right Agreement • April 3rd, 2007 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware

Pursuant to the terms and conditions of the Payless ShoeSource, Inc. 2006 Stock Incentive Plan (the “2006 Plan”), you have been granted a Stock Appreciation Right (a “SAR”) for the right and privilege to receive compensation, in stock, equal to the appreciation on such numbers of shares of Stock identified and further outlined below:

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