EXHIBIT 10.5b(1)
BROWN SHOE COMPANY, INC.
INCENTIVE AND
STOCK COMPENSATION PLAN OF 2002, as AMENDED and
RESTATED
INCENTIVE STOCK OPTION AGREEMENT
Brown Shoe
Company, Inc., a New York corporation (the “Company”),
grants to Optionee, an Incentive Stock Option to purchase shares of
the Company’s Common Stock, $.01 par value (“Common
Stock”), pursuant to the provisions of the Incentive and
Stock Compensation Plan of 2002, as Amended and Restated as of May
22, 2008 (the “Plan”), and subject to the key terms set
forth below and the attached General Terms and Conditions (dated as
of May 22, 2008), all of which constitute part of this Agreement
(the “Stock Option”), as follows:
1.
Optionee: __________________
2. Date
of Grant : __________________
3. Option
Shares : ________ shares of Common Stock
4. Option
Exercise Price :_________________
5.
Expiration Date of Stock Option
: _________________ (10 years from Date of
Grant)
6.
Vesting Schedule : Optionee has the right to
purchase the Option Shares as follows:
7.
Exercise Following Termination: see Section 1(c) of
attached General Terms and Conditions, but not later than
Expiration Date
8. Date
of Compensation Committee Approval:
__________________
9. Type
of Option : Incentive Stock
Option
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BROWN SHOE
COMPANY, INC.
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By:
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Sarah
Stephenson, Vice President - Total Rewards
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Accepted:
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Optionee
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Date:
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General Terms and Conditions
(as of May 22, 2008) for Incentive Stock Options
Incentive and Stock
Compensation Plan of 2002, as Amended and Restated as of May 22,
2008
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Conditions
and Limitations on Right To Exercise Option.
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Time for
Exercise . This
Stock Option may not be exercised as to any Option Shares until
such Option Shares are vested or after the Expiration
Date.
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Exercise While on Leave of Absence
. This option may not be
exercised by the Optionee while on a leave of absence until he has
returned to active employment with the Company, unless such
exercise is expressly approved in writing by the Compensation
Committee.
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Exercise if No Longer an Employee
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Termination . Except as set forth in subsection
(c)(2), this Stock Option must be exercised by the Optionee only
while he is an employee of the Company or one of its subsidiaries
(as defined in Section 424(f) of the Internal Revenue Code of 1986,
as amended (the "Code”)), or within sixty (60) days after
termination as an employee, but not later than the Expiration
Date.
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Death . If the Optionee dies while employed
by the Company or one of its subsidiaries or dies within sixty (60)
days after termination of such employment, this Stock Option may be
exercised to the extent the Optionee was entitled to exercise it at
the date of his death, by a legatee or legatees of the Optionee
under his last will, or by his personal representatives or
distributees at any time within one (1) year after his death, but
not later than the Expiration Date.
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Method of Exercise of Option and Payment of Option Price
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Exercise . This Stock Option may be exercised
(in whole or in part) at any time or from time to time after the
option is vested and exercisable as provided in this Option
Agreement and before the termination of said right, by delivering
to the Vice President-Total Rewards of the Company or by sending by
registered mail or Express Mail, postage prepaid or by recognized
courier service to the Company to the attention of the Vice
President-Total Rewards (i) using such form as the Company may
require, a written request designating the number of Option Shares
to be purchased, signed by the Optionee or the purchaser acting
under Section 1(c)(2) hereof, (ii) payment to the Company of the
full purchase price of the shares of Common Stock with respect to
which the Stock Option is exercised, and (iii) payment of
applicable tax amounts, if required as provided in Section
4. A stock option exercise form will be provided upon
request made to the Vice President-Total Rewards.
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Payment . The purchase price upon the
exercise of this Stock Option
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