BROWN SHOE COMPANY, INC. DEFERRED COMPENSATION PLANEquity Incentive Plan Agreement |
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Exhibit 4.1
BROWN SHOE COMPANY, INC.
DEFERRED COMPENSATION PLAN
WHEREAS, Brown Shoe
Company, Inc. (“Company”) desires to establish
the Brown Shoe Company, Inc. Deferred Compensation Plan for
certain management and highly compensated
employees;
NOW, THEREFORE, effective
January 1, 2008, the Company hereby establishes the Brown
Shoe Company, Inc. Deferred Compensation Plan as set forth
below:
TABLE OF CONTENTS
1. PURPOSE
2. DEFINITIONS
2.1
Account
2.2
Accounting
Date
2.3
Beneficiary
2.4
Board
2.5
Business
Day
2.6
Committee
2.7
Company
2.8
Company
Credits
2.9
Compensation
2.10
Credit
Date
2.12
Election
2.13 Employee
2.14
Participant
2.16
Plan
2.17
Plan
Year
2.18 Specified
Employee
2.19
Termination
4. ELIGIBILITY
6.1
In
General
6.3
Vesting
7.
DISTRIBUTION
7.1
In
General
7.2
Death
11.
CLAIMS
PROCEDURE
12.
GOVERNING
LAW
13.
AMENDMENTS
BROWN SHOE COMPANY, INC.
DEFERRED COMPENSATION PLAN
1.
PURPOSE
The
purpose of this Brown Shoe Company, Inc. Deferred Compensation
Plan (“Plan”) is to provide eligible key employees
of the Company with an opportunity to defer compensation to be
earned by them from the Company as a means of saving for
retirement or other future purposes and to provide such
employees with competitive retirement and capital accumulation
benefits. In addition, the Plan is intended to
provide eligible key employees additional incentive to remain
employed by the Company and to attract certain executive-level
employees.
2.
DEFINITIONS
The
following definitions shall be applicable throughout the
Plan:
2.1
Account .
“Account”
means a bookkeeping account established and maintained by the
Company for each Participant reflecting Deferred Compensation
and Company Credits (if any) and earnings and losses thereon
in accordance with Section 5.
2.2
Accounting
Date
“Accounting
Date” means each Business Day on which a calculation
concerning a Participant's Account is performed, or as
otherwise defined by the Committee.
2.3
Beneficiary
“Beneficiary”
means the person or persons designated by the Participant in
accordance with Section 7.2, or if no person or persons are so
designated, the estate of a deceased Participant.
2.4
Board
“Board”
means the Board of Directors of Brown Shoe Company, Inc. or
its designee or, if then in existence, the
Committee.
2.5
Business Day
“Business
Day” means a day on which the New York Stock Exchange is
open for trading activity.
2.6
Committee
“Committee”
means the Compensation Committee of the Board.
2.7
Company
“Company”
means Brown Shoe Company, Inc., its divisions, subsidiaries
and affiliates in which Brown Shoe Company, Inc. or a
subsidiary owns at least 50% of the voting equity
interests.
2.8
Company
Credits
“Company
Credits” means amounts, if any, credited to a
Participant’s Account for a Plan Year, as determined by
the Committee in its sole discretion from time to
time.
2.9
Compensation
“Compensation”
means any employee compensation determined by the Committee to
be properly deferrable under the Plan.
2.10
Credit Date
“Credit
Date” means each date on which Deferred Compensation of
Company Credits are credited to an Account in accordance with
rules prescribed by the Committee.
“Deferred
Compensation” means the Compensation elected by the
Participant to be deferred pursuant to the Plan.
2.12
Election
“Election”
means a Participant's delivery of a written notice of election
to the Committee or its designee electing to defer payment of
a specified percentage of his or her Compensation (in
accordance with rules prescribed by the Committee) until such
time as permitted by the Committee.
2.13
Employee
“Employee”
means an individual classified by the Committee as a
full-time, regular salaried employee of the
Company.
2.14
Participant
“Participant”
means an Employee who is selected by the Committee to be
eligible to participate in the Plan and who has made an
Election.
“Performance-Based
Compensation” means Compensation that (a) is based on
services performed over a period of at least 12 months and (b)
constitutes performance-based compensation as defined in
Treasury Regulations issued under Code Section
409A.
2.16
Plan
“Plan”
means this Brown Shoe Company, Inc. Deferred Compensation
Plan, as amended from time to time.
2.17
Plan Year
“Plan
Year” means the annual period commencing January 1 and
ending the following December 31.
2.18
Specified Employee
“Specified
Employee” means a key employee (as defined in Code
Section 416(i) without regard to Code Section 416(i)(5))
determined in accordance with the meaning of such term under
Code Section 409A and the regulations promulgated thereunder
and the resolutions of the Board governing such
determination.
2.19
Termination
“Termination”
means termination of services as an Employee for any
reason. A Participant shall be deemed to have
terminated employment if the Company and the Participant
reasonably anticipate a permanent reduction in his or her
level of bona fide services to a level less than 50% of the
average level of bona fide services provided by the
Participant in the immediately preceding 36-month
period. Notwithstanding the preceding sentence, no
termination of employment shall occur (1) while
the Participant is on military leave, sick leave,
or other bona fide leave-of-absence which does not exceed six
months or such longer period during which the Participant
retains a right to reemployment with the Company pursuant to
law or by contract; or (2) while the Participant is on a
leave-of-absence due to a medically determinable physical or
mental impairment that can be expected to last for a
continuous period of six months or more and results in the
Participant being unable to perform services for the Company
in his or her position or a substantially similar position and
that does not exceed 29 months. A leave of absence
will be a bona fide leave-of-absence only if there is a
reasonable expectation that the Participant will return to
perform services for the Company. A Participant who
transfers employment to any subsidiary of the Company or other
entity in which the Company has a twenty percent (20%) or
greater ownership interest shall be deemed not to have
terminated employment as long as such Participant is an
employee of such a subsidiary or entity.
Full
power and discretionary authority to construe, interpret and
administer the Plan shall be vested in the
Committee. This power and authority includes, but
is not limited to, selecting which Employees are eligible to
participate in the Plan, selecting Compensation eligible for
deferral, selecting investment indices, establishing the level
of Company Credits (if any) to the Plan, establishing deferral
terms and conditions, receiving and approving beneficiary
designation forms, and adopting modifications, amendments and
procedures as may be deemed necessary, appropriate or
convenient by the Committee. Decisions of the Committee shall
be final, conclusive and binding upon all
parties. The Committee, in its sole discretion, may
delegate day-to-day administration of the Plan to an employee
or employees of the Company or to a third-party
administrator. The Committee may also rely on
outside counsel, independent accountants or other consultants
or advisors for advice and assistance in fulfilling its
administrative duties under the Plan.
4.
ELIGIBILITY
The
Committee shall have the authority to select from management
and/or highly compensated employees those Employees who shall
be eligible to participate in the Plan and the date on which
such Employees may commence participation.
Upon
a Participant’s initial election to participate in the
Plan or, if earlier, upon the credit of a Company Credit,
there shall be established an Account, as designated by the
Participant, to which there shall be credited any Deferred
Compensation and/or Company Credits as of each Credit
Date. The Account shall be credited or debited, as
appropriate, on each Accounting Date with income or loss, as
appropriate, based upon a hypothetical investment in any one
or more of the investment options available under the Plan, as
prescribed by the Committee for the particular Compensation
credited.
6.1
In General
(a)
General Election Rules . Any Employee
selected by the Committee to participate in the Plan may elect
to do so by delivering to the Committee or its designee an
Election on a form prescribed by the Committee, electing the
timing and form of distribution (if applicable), and setting
forth the manner in which such Deferred Compensation shall be
credited with investment gains and losses in accordance with
Section 5. A Participant may elect to defer up to
50% of his or her Compensation which is base salary and up to
100% of all other Compensation which is not base salary;
provided that, the minimum Deferred Compensation for a Plan
Year is $5,000. A Participant’s Election must
be filed at such time as designated by the Committee, but in
no event later than the December 31 preceding the first day of
the Plan Year in which the services are performed which relate
to the Compensation being deferred. A Participant
may submit a new Election with respect to Compensation earned
in a subsequent Plan Year by filing a new Election no later
than the December 31 preceding the first day of the Plan Year
in which the services are performed which relate to the
Compensation subject to the new Election. An
effective Election may not be revoked or modified after the
December 31 preceding the first Plan Year in which services
are performed which relate to the Compensation subject to such
Election. During a Plan Year, an Election shall be
irrevocable, and the deferral percentage or amount elected by
the Participant thereunder shall not be increased or
decreased. If an Election has not been made with
respect to Compensation to be earned in any Plan Year, the
Participant shall be deemed to have elected not to have
Deferred Compensation credited to his or her Account for such
Plan Year with respect to Compensation earned during such Plan
Year.
(b)
Performance-Based Compensation
. Notwithstanding subsection (a) above, in the case
of an Election to defer Compensation which is
Performance-Based Compensation, an Elec
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