<PAGE>
EXHIBIT 10.15
PAYLESS SHOESOURCE, INC.
STOCK OWNERSHIP PLAN
(as amended January 1, 2006)
1. PURPOSE AND EFFECT OF PLAN
The purpose of the Plan is to provide associates, including
executive
officers, an opportunity to purchase Common Stock of Payless
ShoeSource, Inc.
(the "Company") through payroll deductions at a discount on a tax
deferred
basis. It is believed that this will help attract, motivate and
retain highly
qualified and talented associates who are important to the
Company's success.
The Plan is also intended to offer equity ownership in the Company
to associates
to encourage them to enhance the value of the Company and therefore
the price of
the Company's Common Stock and the shareowners' return.
The Plan is intended to comply with Code section 423 and to be a
"tax
conditioned plan" within the meaning of SEC Rule 16b-3(c).
2. SHARES RESERVED FOR THE PLAN
There shall be reserved for issuance and purchase by Eligible
Associates under the Plan an aggregate of 2,000,000 shares of
Common Stock,
subject to adjustment as provided in Section 16. Shares purchased
for the Plan
shall be purchased in the open market or in private transactions,
or a
combination thereof.
3. DEFINITIONS
Where indicated by initial capital letters, the following terms
shall
have the following meanings:
ACT: The Securities Exchange Act of 1934.
BASE COMPENSATION: The regular earnings of an Eligible
Associate
(before withholding or other deductions), including overtime, after
any salary
<PAGE>
reduction contributions pursuant to elections under a plan subject
to Code
sections 125 or 401(k) and excluding bonuses and any other special
payments;
provided, that the Committee may expand or narrow the definition of
Base
Compensation from time to time so long as such definition is
consistent with the
requirements of Section 423 of the Code.
BOARD: The Board of Directors of the Company.
BUSINESS DAY: Each day on which shares of Common Stock are or could
be
traded on the New York Stock Exchange, or such other definition as
the Committee
may from time to time specify.
CODE: The Internal Revenue Code of 1986, as amended, or any
subsequently enacted federal revenue law. A reference to a
particular section of
the Code shall include a reference to any regulations issued under
the section
and to the corresponding section of any subsequently enacted
federal revenue
law.
COMMITTEE: The committee established pursuant to Section 13 to
be
responsible for the general administration of the Plan.
COMMON STOCK: The Company's common stock, $.01 par value.
COMPANY: Payless ShoeSource, Inc., a Missouri corporation,
provided,
that immediately after the effective time of the Merger such term
shall mean
Payless ShoeSource, Inc. (formerly Payless ShoeSource Holdings,
Inc.), a
Delaware corporation, and any successor by merger, consolidation or
otherwise.
ELIGIBLE ASSOCIATE: Each employee, including each executive
officer, of
the Company and its domestic Subsidiaries who meet the eligibility
requirements
of Section 4.
EMPLOYER: A Participating Company that is the employer of a
Participant.
ENROLLMENT PROCEDURE: The procedure specified from time to time by
the
Committee to enable an Eligible Associate to participate in the
Plan and to
authorize payroll deductions pursuant to Section 5.
FAIR MARKET VALUE: The weighted average price per share paid for
all
shares purchased on the date in question with respect to a
determination of the
Purchase Price of Common Stock purchased other than from the
Company by an
independent trustee or purchasing agent in arms-length
transactions. For all
other purposes, Fair Market Value shall mean the average of the
reported lowest
and highest sales prices per share for the Common Stock on the New
York Stock
Exchange on the date in question, or, if there are no such sales on
that date,
the reported lowest and highest sales prices per share for the
Common Stock on
the New York Stock Exchange for the last Business Day prior to the
date in
question for which sales of the Common Stock were reported.
INVESTMENT ACCOUNT: The account established for each
Participating
Associate to hold Common Stock purchased under the Plan pursuant to
Section 5.
INVESTMENT DATE: The date on which the shares of Common Stock
are
purchased for the Plan.
<PAGE>
"MERGER" means the merger of Payless Merger Corp., a Missouri
corporation and wholly-owned subsidiary of Payless ShoeSource, Inc.
(formerly
Payless ShoeSource Holdings, Inc.), a Delaware corporation, with
the Company,
pursuant to an Agreement and Plan of Merger among the Company,
Payless Merger
Corp. and Payless ShoeSource, Inc. (formerly Payless ShoeSource
Holdings, Inc.).
MONTH: A calendar month.
PARENT: Any corporation (other than the Company) in an unbroken
chain
of corporations ending with the Company if, as of an Investment
Date, each of
the corporations other than the Company owns stock possessing 50%
or more of the
total combined voting power of all classes of stock in one of the
other
corporations in such chain.
PARTICIPATING COMPANIES: The Company and its domestic
Subsidiaries.
PARTICIPANT OR PARTICIPATING ASSOCIATE: Eligible Associates who
elect to participate in the Plan pursuant to Section 5.
PAYROLL DEDUCTION ACCOUNT: The account established for a
Participating Associate to hold payroll deductions pursuant to
Section 5.
PLAN: The "Payless ShoeSource, Inc. Stock Ownership Plan," as set
forth
herein and as amended from time to time.
PURCHASE PRICE: The price for each whole and fractional share of
Common
Stock, including those purchased by dividend reinvestment, which
shall be 95% of
the Fair Market Value of such whole or fractional share on the
Investment Date;
provided, however, the Committee may change such purchase price so
long as the
purchase price is not lower than the lesser of (i) 85% of the Fair
Market Value
of the Common Stock on the first day of the applicable purchase
period, and (ii)
85% of the Fair Market Value of the Common Stock on the Investment
Date.
PURCHASE PERIOD: That period specified by the Committee during
which
payroll deductions shall be accumulated for the purchase of Common
Stock under
the Plan; provided, that such period shall not have a duration that
exceeds the
limitations provided in Section 423(b)(7) of the Code.
RULE 16B-3: Rule 16b-3 of the Securities and Exchange
Commission
promulgated under the Act, as now and hereafter amended.
SUBSIDIARY OR SUBSIDIARIES: Any corporation (other than the
Company) in
an unbroken chain of corporations beginning with the Company if, as
of an
Investment Date, each of the corporations other than the last
corporation in the
unbroken chain owns stock possessing 50% or more of the total
combined voting
power of all classes of stock in one of the other corporations in
such chain.
TRUSTEE: The
trustee of the Plan designated by the Committee as
provided in Section 13.
<PAGE>
4. ELIGIBLE ASSOCIATES
Participation in the Plan shall be open to each associate of a
Participating Company (including each executive officer of the
Company) who has
been continuously employed by one or more Participating Companies
for at least
six months; provided, that the Committee may establish such other
or different
employment requirements as it may deem appropriate so long as such
other or
different requirements are consistent with the provisions of
Section 423 of the
Code. For purposes of this section any break in service of less
than thirty days
shall not be deemed to constitute a discontinuance of employment,
unless the
Committee shall otherwise provide.
No director of the Company or of any its Subsidiaries who is not
an
associate shall be eligible to participate in the Plan.
5. ELECTION TO PARTICIPATE; METHOD OF PURCHASE; INVESTMENT
ACCOUNTS; DIVIDENDS
5.1 ELECTION TO PARTICIPATE. Each Eligible Associate may become
a
Participant effective on the first day of any Month coincident with
or following
the date the Participant becomes an Eligible Associate by complying
with the
Enrollment Procedure authorizing specified regular payroll
deductions from the
Participant's Base Compensation. Such regular payroll deductions
shall be
subject to a minimum deduction of $5.00 per weekly pay period and
$10.00 per
bi-weekly pay period and a maximum deduction of $480.00 per weekly
pay period
and $960.00 per bi-weekly pay period; provided, that the Committee
may increase
or decrease such minimum and maximum deductions from time to time.
All regular
payroll deductions shall be credited to the Payroll Deduction
Account that the
Company has established in the name of the Participant.
5.2 PURCHASE OF COMMON STOCK. Each Participating Associate
having
eligible funds in the Participant's Payroll Deduction Account on an
Investment
Date shall be deemed, without any further action, to have purchased
the number
of shares which the eligible funds in the Participant's Payroll
Deduction
Account could purchase at the Purchase Price on that Investment
Date. All shares
purchased shall be maintained by the Trustee in separate Investment
Accounts for
Participating Associates. Fractional shares will be allocated to
accounts under
the Plan unless the Committee otherwise provides; provided that
share
certificates shall only be issued for whole shares. If fractional
shares are not
allocated to accounts under the Plan, amounts that otherwise would
have been
applied to the purchase of fractional shares will continue to be
held for the
Participant and be applied towards the purchase of shares on the
last day of the
next Purchase Period.
5.3 TIMING AND MANNER OF PURCHASE. The Committee shall
designate
Purchase Periods during which funds shall be accumulated in Payroll
Deduction
Accounts for the purchase of Common Stock. Until otherwise
specified the
Purchase Periods shall consist of each Month in a year. The
Investment Date
shall occur during an interval immediately following the end of
each Purchase
Period having such duration as the Committee shall from time to
time specify,
provided that until the Committee otherwise specifies, such
interval shall be
the ten Business Days immediately following the end of the Purchase
Period.
However, nothing contained in this Plan shall authorize the
Committee, the
Company or any affiliate of the Company to exercise any direct or
indirect
control or influence over the times when, or the prices at which,
the
<PAGE>
Trustee or its independent agent may purchase the Common Stock for
the Plan, the
amounts of the Common Stock to be purchased, the manner in which
the Common
Stock is to be purchased, or the selection of a broker or dealer
(other than the
Trustee) through which purchases may be executed; provided, that
the Company,
the Committee and affiliates of the Company, shall not be deemed to
have such
control or influence solely because the Committee revises not more
than once in
any three month period the basis for determining the amount of the
Company's
contributions to the Plan, the basis for determining the frequency
of the
Company's allocations to the Plan, or any formula in the Plan that
determines
the amount or timing of shares to be purchased by the Trustee.
5.4 DIVIDENDS AND OTHER DISTRIBUTIONS. All cash dividends paid
with
respect to the whole and fractional shares of the Common Stock and
shares so
purchased shall be reinvested in Common Stock on the immediately
following
Investment Date and added to the shares held for a Participating
Associate in
the Participant's Investment Account. Stock dividends and stock
splits received
by the Plan will be credited to Participants having Common Stock
allocated to
their Investment Account to the extent that they are attributable
to such
allocated Common Stock. Property, other than shares of Common Stock
or cash,
received by the Trustee as a distribution with respect to Common
Stock allocated
to Participant Common Stock accounts will be distributed in kind to
Participants
in proportion to the number of shares of Common Stock contained in
their
Investment Account.
5.5 STOCK PURCHASES. The Trustee shall effect purchases of Common
Stock
on the open market or in private transactions. Purchases shall be
made using
total amounts contained in all Payroll Deduction Accounts
immediately preceding
the purchase. The Company will pay the difference between the
Purchase Price and
the price at which such shares are purchased for the Plan on or
prior to the
required closing date for the purchase. Expenses incurred in the
purchase of
shares shall also be paid by the Company.
5.6 PAYMENT OF DEDUCTIONS TO THE TRUSTEE. Participating Companies
shall
pay to the Trustee or to the order of the Trustee payroll
deductions made during
a Month prior to the time required for the closing of purchases of
Common Stock
for the Plan, as directed by the Committee. Interest shall not
accrue on
