COLLECTIVE BRANDS, INC.
DEFERRED COMPENSATION PLAN
FOR NON-MANAGEMENT DIRECTORS
The purpose of
this Plan is to provide an opportunity for Non-Management Directors
of Collective Brands, Inc. to defer all or a portion of their
Annual Retainer(s) including any equity compensation granted under
the Stock Plan for Non-Management Directors of Collective Brands,
Inc. and any cash compensation earned, other than meeting fees, for
service on the Board.
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(a)
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Account means with respect to a Participant,
a credit on the records of the Company equal to the sum of
(i) the Participant’s Cash Unit Account balance and
(ii) the Participant’s Stock Unit Account balance. The
Account balance, and each other specified account balance, shall be
a bookkeeping entry only and shall be utilized solely as a device
for the measurement and determination of the amounts to be paid to
a Participant, or his or her designated Beneficiary, pursuant to
the terms of the Plan.
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(b)
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Annual Installment
means annual
installments over the number of years selected by the Participant,
calculated in accordance with Section 5 of the
Plan.
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(c)
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Annual Retainer
means the annual grant
of restricted Stock under the Stock Plan and any annual award of
cash compensation, excluding meeting fees, payable for service on
the Board.
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(d)
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Beneficiary means one or more persons, trusts,
estates or other entities, designated in accordance with
Section 7 of this Plan, that are entitled to receive benefits
under this Plan upon the death of a Participant.
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(e)
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Beneficiary Designation
Form means
the form established from time to time by the Plan Administrator
that a Participant completes, signs and returns to the Plan
Administrator to designate one or more Beneficiaries.
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(f)
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Board means the board of directors of the
Company.
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(g)
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Cash Unit means an accounting equivalent of
one dollar of cash.
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(h)
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Cash Unit Account
means an account on the
records of the Company in respect of Cash Units which have been
and/or may be allocated to a
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Participant in
the manner hereinafter set forth. A Participant’s Cash Unit
Account shall include interest in the form of additional Cash Units
credited to the Cash Unit Account annually until all distributions
have been completed.
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(i)
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Change of Control
means the first to occur
of any of the following events:
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a.
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One
person, or more than one person acting as a group, acquires
ownership of Stock of the Company that, together with Stock held by
such person or group, constitutes more than 50% of the total fair
market value or total voting power of the Stock of the Company;
or
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b.
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One
person, or more than one person acting as a group, acquires (or has
acquired during the 12-month period ending on the date of the most
recent acquisition by such person or group) ownership of Stock of
the Company possessing 30% or more of the total voting power of the
Stock of the Company;
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c.
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A
majority of the members of the Board is replaced during any
12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the
date of such appointment or election; or
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d.
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One
person, or more than one person acting as a group, acquires (or has
acquired during the 12-month period ending on the date of the most
recent acquisition by such person or group) assets from the Company
that have a total gross fair market value equal to or more than 40%
of the total gross fair market value of all assets of the Company
immediately prior to such acquisition or acquisitions.
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(j)
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Code means the Internal Revenue Code of
1986, as amended.
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(k)
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Company means Collective Brands, Inc., a
Delaware corporation.
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(l)
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Election Form
means the form
established from time to time by the Plan Administrator that a
Participant completes, signs and returns to the Plan Administrator
to make an election under the Plan.
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(m)
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Non-Management Director
means a member of the
Board who is not, at the time an election to defer is made, an
employee officer of the Company.
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(n)
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Participant means a Non-Management Director who
elects to participate in the Plan.
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(o)
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Plan means the Deferred Compensation Plan
for Non-Management Directors of Collective Brands, Inc., as
described herein.
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(p)
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Plan Administrator
means one or more
employees of the Company designated by the Board to administer
activities of the Plan as set forth
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(q)
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Plan Year means May 1 to
April 30 th of each year.
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(r)
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Stock means the common stock of the
Company as defined in the Stock Plan.
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(s)
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Stock Plan means the Stock Plan for
Non-Management Directors of Collective Brands, Inc., all of the
relevant terms of which are incorporated herein.
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(t)
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Stock Unit means an accounting equivalent of
one share of Stock.
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(u)
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Stock Unit Account
means an account on the
records of the Company in respect of Stock Units which have been
and/or may be allocated to a Participant in the manner hereinafter
set forth.
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(v)
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Unforeseeable Emergency
means a severe financial
hardship of a Participant or his or her Beneficiary resulting from
(i) an illness or accident of the Participant, the
Participant’s spouse, the Participant’s Beneficiary or
the Participant’s dependent (as defined in Code
Section 152, without regard to Section 152(b)(1), (b)(2) and
(d)(1)(B)), (ii) loss of the Participant’s property due
to casualty, or (iii) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the control of the Participant.
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(a)
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Initial Election. A Non-Management
Director who first becomes eligible to participate in the Plan
after the first day of a calendar year must properly complete,
execute and return to the Plan Administrator an Election Form
within thirty (30) days after he or she first becomes eligible
to participate in the Plan, or within such other earlier deadline
as may be established by the Plan Administrator, in its sole
discretion, in order to participate for the Plan Year that begins
in such calendar year. In addition, the Plan Administrator shall
establish from time to time such other enrollment requirements as
it determines in its sole discretion are necessary. An eligible
Non-Management Director who satisfies the enrollment requirements
of this subsection shall commence participation in the Plan as of
the date his or her Election Form is returned to the Plan
Administrator. An election to defer under the Plan is irrevocable
and a Participant must make a new election for each Plan
Year.
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(b)
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Subsequent Elections. Except as
otherwise provided in Section 3(a), each Non-
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3
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Management
Director who is eligible to participate in the Plan shall properly
complete, execute and return to the Plan Administrator an Election
Form on or before the December 31 st preceding the start of the Plan Year, or such
earlier deadline as may be established by the Plan Administrator in
its sole discretion, in order to participate for that Plan Year. In
addition, the Plan Administrator shall establish from time to time
such other enrollment requirements as it determines in its sole
discretion are necessary. An eligible Non-Management Director who
satisfies the enrollment requirements of this subsection shall
commence or continue participation in the Plan as of the first day
of the applicable Plan Year. An election to defer under the Plan is
irrevocable and a Participant must make a new election each
year.
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(c)
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Proper Election Required. If a
Non-Management Director fails to meet the requirements contained in
this Section 3, within the period required, that
Non-Management Director shall not be eligible to participate in the
Plan during the applicable Plan Year.
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Section 4. Deferral Commitments and Account
Crediting
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(a)
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For
each Plan Year, a Participant may elect to defer, all or a portion
of the Participant’s equity and/or cash components of his or
her Annual Retainer payable during such Plan Year. If a Participant
elects to defer at all, the minimum amount that may be deferred is
$1,000. If a proper election is not made for a Plan Year, then the
amount deferred for such Plan Year shall be zero. Notwithstanding
the foregoing, if a Participant first becomes a Participant after
the start of the calendar year in which a Plan Year commences, then
the deferral amount shall be limited to the amount of the Annual
Retainer payable during such Plan Year but not yet earned by the
Participant as of the date the Participant submits an
Election
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