0001275287-06-001527 Sample Contracts

Stock Option Award Agreement Under the Payless ShoeSource, Inc. 1996 Stock Incentive Plan
Qualified Stock Option Agreement Terms and Conditions • March 21st, 2006 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware

Pursuant to the terms and conditions of the Payless ShoeSource, Inc. 1996 Stock Incentive Plan (the “1996 Plan”), you have been granted a Non-Qualified Stock Option to purchase [#of shares] (the “Option”) of Stock as outlined below:

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PAYLESS SHOESOURCE, INC. 3231 SE Sixth Avenue Topeka, KS 66607-2207 (785) 233-5171
Appreciation Right Agreement • March 21st, 2006 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware

Pursuant to the terms and conditions of the Payless ShoeSource, Inc. 1996 Stock Incentive Plan (the “1996 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 number of shares of Stock identified and further outlined below:

PAYLESS SHOESOURCE, INC. 3231 SE Sixth Avenue Topeka, KS 66607-2207 (785) 233-5171
Stock Appreciation Right Agreement • March 21st, 2006 • Payless Shoesource Inc /De/ • Retail-shoe stores • Delaware

Pursuant to the terms and conditions of the Payless ShoeSource, Inc. 1996 Stock Incentive Plan (the “1996 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 number of shares of Stock identified and further outlined below:

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