Incentive and Stock Sample Contracts

CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2017 PERFORMANCE AWARD AGREEMENT
Incentive and Stock • December 9th, 2020 • Caleres Inc • Footwear, (no rubber) • Missouri

THIS AWARD AGREEMENT, effective August 2, 2020, 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 2017 (the "Plan"). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of August 23, 2017), all of which constitute part of this Agreement, this Award provides:

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NON-QUALIFIED STOCK OPTION AGREEMENT
Incentive and Stock • September 10th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber)

Brown Shoe Company, Inc., a New York corporation (the “Company”), grants to Optionee, a Non-Qualified Stock Option to purchase shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2002, as Amended and Restated as of May 22, 2008 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 22, 2008), all of which constitute part of this Agreement (the “Stock Option”), as follows:

BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 (as Amended and Restated) PERFORMANCE UNIT AWARD AGREEMENT
Incentive and Stock • March 21st, 2011 • Brown Shoe Co Inc • Footwear, (no rubber)

You have been selected by the Compensation Committee of the Brown Shoe Company, Inc. Board of Directors (the “Committee”) to be a Participant in the Performance Unit Award Plan under the Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the “Plan”) of Brown Shoe Company, Inc. (the “Company”), as specified below:

BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 (as Amended and Restated) PERFORMANCE UNIT AWARD AGREEMENT
Incentive and Stock • March 11th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber)

THIS AWARD AGREEMENT, effective ___, 20__, represents the grant of both Performance Shares (“Performance Shares”) and the Cash-Based Award (“Cash”) (collectively, the “Award”) by the Company to the Participant named above, pursuant to the provisions of the Plan.

BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 PERFORMANCE AWARD AGREEMENT
Incentive and Stock • April 10th, 2006 • Brown Shoe Co Inc • Footwear, (no rubber) • Missouri

THIS AGREEMENT represents the grant of a Performance Award (the “Award”) by Brown Shoe Company, Inc., a New York corporation (the “Company”), to the Participant named below, pursuant to the provisions of the Incentive and Stock Compensation Plan of 2002 (the “Plan”), as follows:

BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2011 PERFORMANCE AWARD AGREEMENT
Incentive and Stock • April 2nd, 2013 • Brown Shoe Co Inc • Footwear, (no rubber)

THIS AWARD AGREEMENT, effective March 14, 2013, represents the grant of both Performance Units ("Performance Units") and a Cash-Based Award ("Cash-Based Award") (collectively, the "Award") by Brown Shoe Company, 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 14, 2013), all of which constitute part of this Agreement, this Award provides:

CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2022 PERFORMANCE AWARD AGREEMENT
Incentive and Stock • June 7th, 2022 • Caleres Inc • Footwear, (no rubber) • Missouri

THIS AWARD AGREEMENT, effective _______, represents the grant of a long-term incentive cash award (“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 2022 (the "Plan"). Subject to the terms set forth below, all of which constitute part of this Agreement, this Award provides the following:

PERFORMANCE AWARD AGREEMENT Fiscal 2010 to 2012
Incentive and Stock • March 21st, 2011 • Brown Shoe Co Inc • Footwear, (no rubber)

THIS AWARD AGREEMENT, effective March 4, 2010, represents the grant of both Performance Shares (“Performance Shares”) and a Cash-Based Award (“Cash Award”) (collectively, the “Award”) by Brown Shoe Company, 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 participate in the 2010 to 2012 Performance Award Plan under the Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the “Plan”) of Brown Shoe Company, Inc. (the “Company”). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 2010), all of which constitute part of this Agreement, this Award provides:

INCENTIVE AND STOCK COMPENSATION PLAN OF 2002, as Amended and Restated as of May 22, 2008
Incentive and Stock • June 9th, 2011 • Brown Shoe Co Inc • Footwear, (no rubber)

THIS AWARD AGREEMENT, effective March 3, 2011, represents the grant of both Performance Shares ("Performance Shares") and a Cash-Based Award ("Cash Award") (collectively, the "Award") by Brown Shoe Company, 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 participate in the 2011 to 2013 Performance Award Plan under the Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the "Plan") of Brown Shoe Company, Inc (the "Company"). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of March 2011), all of which constitute part of this Agreement, this Award provides:

CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2022 PERFORMANCE AWARD AGREEMENT
Incentive and Stock • March 28th, 2023 • Caleres Inc • Footwear, (no rubber)

THIS AWARD AGREEMENT, effective 3/16/2023, represents the grant of a long-term incentive award (“Award”) by Caleres, Inc. (“Company”) to the Participant named below, who has been selected by the Culture, Compensation, and People 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 2022 (the "Plan"). Subject to the terms set forth below, all of which constitute part of this Agreement, this Award provides the following:

NON-QUALIFIED STOCK OPTION AGREEMENT
Incentive and Stock • March 31st, 2009 • Brown Shoe Co Inc • Footwear, (no rubber)

Brown Shoe Company, Inc., a New York corporation (the “Company”), grants to Optionee, a Non-Qualified Stock Option to purchase shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2002, as Amended and Restated as of May 22, 2008 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 22, 2008), all of which constitute part of this Agreement (the “Stock Option”), as follows:

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