Exhibit 10.4
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
THIS
AMENDMENT TO THE CHANGE OF CONTROL AGREEMENT is made as of the 4
th day
of June 2007, by and between Payless ShoeSource, Inc., a
Delaware corporation (the “ Company ”), and
Matthew E. Rubel (the “ Executive ”).
WHEREAS,
the Company and the Executive are parties to that certain Change in
Control Agreement, dated as of July 18, 2005 (the
“Change in Control Agreement”); and
WHEREAS,
the parties wish to amend the Change of Control Agreement upon the
terms and conditions set forth below.
NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
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1. |
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Section 3(b)(3) is replaced in its entirety with the
following: |
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“ Incentive, Savings and Retirement Plans. During
the Change of Control Period, the Executive shall be entitled to
participate in all incentive, savings and retirement plans (other
than the Payless ShoeSource, Inc. Supplementary Retirement Plan and
any successor plan (the “SRP”)), practices, policies,
and programs applicable generally to other peer executives of the
Company and the affiliated companies, but in no event shall such
plans, practices, policies and programs provide the Executive with
incentive opportunities (measured with respect to both regular and
special incentive opportunities, to the extent, if any, that such
distinction is applicable), savings opportunities and retirement
benefit opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Company
and the affiliated companies for the Executive under such plans,
practices, policies and programs as in effect at any time d |
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