EXHIBIT 10.2
BROWN SHOE COMPANY, INC.
INCENTIVE AND STOCK COMPENSATION PLAN OF 2002
( as Amended and Restated
)
PERFORMANCE AWARD AGREEMENT
200_ to 201_
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 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:
Participant : ____
Performance
Award:
Target Award- Number of Performance
Shares : ___ shares of Company
common stock
|
|
Form of
Payment : [shares of Company common stock]
[and/or cash equivalent value]
|
Target Award- Cash : $___
Form of Payment
: cash
|
|
Performance Period : the Company’s Fiscal
Year [20__]
|
|
|
Performance
Measures : As
described on Attachment A
|
Minimum Performance Level
: [metric(s) and amount]
Maximum Award Value:
[percent (in excess of 100%) of each
applicable target]
Vesting: [insert date]
THIS AWARD
AGREEMENT, effective ___, 20__, represents the grant of
[Performance Shares (“Performance Shares”)] [and/or the
Cash Award (“Cash”)] [and [other award] as
identified above (collectively, the “Award”) by the
Company to the Participant named above, pursuant to the provisions
of the Plan.
The Plan
provides a complete description of the terms and conditions
governing the Award. If there is any inconsistency
between the terms of this Award Agreement and the terms of the
Plan, the Plan’s terms shall completely supersede and replace
the conflicting terms of this Agreement. All capitalized
terms shall have the meanings ascribed to them in the Plan, unless
specifically set forth otherwise herein. The parties
hereto agree as follows:
1.
Performance Period . The Performance Performance
Period shall be as specified above.
2.
Value of Award. The Award shall represent and
have a Maximum Award Value as specified above.
3.
Earning the Award;
Certification of Performance and Percent Earned
. The Award shall be “earned” following the
end of the Performance Period, as of the date the Committee shall
determine and certify: (a) whether the Minimum Performance Level
has been satisfied; (b) and if so, the percent of the Award that
has been earned in accordance with the Performance Payoff Profile
(on Attachment A) (the “ Percent Earned ”), but
in no event more than the Maximum Award Value; and (c)
as to the determinations pursuant to (a) and (b), subject to the
Committee’s right to exercise its discretion to reduce the
Company’s level of performance based on the quality of
earnings. All calculations as to the Performance
Measures shall be subject to the Committee’s right, pursuant
to Section 14.2 of the Plan, to make adjustments for unusual or
nonrecurring events.
4.
Vesting, Amount Payable and Payment of the Award
.
(a) Unless this Award is sooner
terminated in accordance with Section 5, this Award shall be vested
in the Participant as of the Vesting Date and shall be payable
within sixty (60) days following the Vesting Date subject to
Participant’s continued employment through the date actual
payment is made. If you do not meet these conditions at any time,
this Award shall be forfeited.
(b) The amount payable to the Participant shall
be determined by multiplying the Percent Earned by the Target
Award(s) specified, and shall be paid in cash and/or shares as
specified above.
(c) Unless otherwise specified above, payment of
the earned Performance Share shall be made in shares of the
Company's Common Stock, and payment of the earned Cash Award shall
be made in cash.
5.
Termination Provisions.
(a) If, pursuant to Section 3, the
Committee certifies that the Minimum Performance Level has not been
achieved, this Award shall immediately terminate and no longer be
of any effect.
(b) If a Participant retires at
normal retirement date or retires at an early retirement date with
the approval of the Committee (each being
“Retirement”); suffers a permanent Disability; or dies
prior to the Vesting Date, the Committee, in its sole discretion,
may determine that the Participant (or Participant’s
beneficiary in the event of death) shall be eligible for a
pro-rated portion of the Amoun
