EXHIBIT 10.5D(1)
RESTRICTED STOCK AWARD AGREEMENT
- Employee
BROWN SHOE COMPANY,
INC.
THIS AGREEMENT
represents the grant of a Restricted Stock 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, as Amended and Restated as of May 22,
2008 (the “Plan”), as follows:
1. Terms of the Award
. The terms of the Award are as follows:
Participant : «First_Name»
«Middle_Init» «Last_Name»
Award Grant Date : _________,
20__
Number of
Restricted Shares : _____ Shares of Brown Shoe Company,
Inc. Common Stock, subject to certain restrictions
Vesting
Schedule (Lapse of Restrictions : ____________
2.
Restrictions
The Restricted
Shares are restricted as to disposition and may not be pledged; and
are subject to forfeiture unless certain conditions are
met. The Company’s transfer agent has been advised
that the Restricted Shares cannot be sold, transferred,
re-registered or disposed of until the restrictions on the shares
lapse. Restricted Shares shall vest, and the
restrictions shall no longer apply, as to the number or percentage
of Restricted Shares and on the dates specified above as the
“Vesting Schedule.” A further restriction on the
Restricted Shares is that you shall only be entitled to receive
Shares free of restrictions if, at the time of the lapse of such
restrictions, you are then in the employ of the Company and shall
have been continuously so employed since the date of grant of the
Restricted Shares. If you do not meet these conditions
at any time, such Shares shall be forfeited.
3.
Voting Rights and Dividend Rights
You will be
entitled to full voting rights and dividend rights for all
Restricted Shares, beginning with the date of grant, regardless of
restriction periods. Dividends may be paid directly to
you or may be credited to your dividend re-investment plan
account. Dividend rights and voting rights will be
cancelled in the event the Restricted Shares are
forfeited.
4.
Book Entry for Restricted Shares . You will not
receive a certificate for the Restricted Shares; instead, the
Restricted Shares will be credited as a book entry to an account in
your name with the Company’s transfer agent. At
such time as the restrictions lapse, those Shares that are no
longer subject to restrictions shall be transferred to a
non-restricted account in your name with the transfer agent or as
otherwise directed by you and agreed by the Company.
5.
Death, Disability or Retirement . In the event of
termination of employment due to death, permanent Disability, or
retirement at age 65, or early retirement approved by the
Compensation Committee, all Restricted Shares shall vest
immediately and be free of restrictions.
6.
Change in Control . Subject to Article 2.7 and
Article 13 of the Plan, unless otherwise specifically p
