Famous Footwear 2002 Annual Report Download - page 36

to a Change in Control or more than 24 months after a Change in Control, Employee shall be entitled to all of the payments
and benefits specified in Section 3 below.
e. If Employee voluntarily terminates his employment during the Term, but prior to a Change in Control or more than
24 months after a Change in Control, he shall notify Employer in writing if he believes the termination is for Good Reason.
Employee shall set forth in reasonable detail why Employee believes there is Good Reason. If such termination is for Good
Reason, Employee shall be entitled to all of the payments and benefits specified in Section 3 below. If such voluntary
termination is for other than Good Reason, then Employee shall be entitled only to the payments specified in Section 3.a.
below.
3. Payments and Benefits Upon Termination During Term -- Change in Control Severance Inapplicable . To the extent
provided in Section 2 above, upon termination of his employment during the Term, but prior to a Change in Control or more than 24 months
after a Change in Control, Employee shall receive the following payments and benefits:
a. The Company shall pay to Employee on the Termination Date (i) the full base salary earned by employee through the
Termination Date and unpaid at the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the
Termination Date, plus (iii) all other amounts earned by Employee and unpaid as of the Termination Date.
b. The Company shall continue to pay to Employee his base monthly salary at the highest rate in effect at any time
during the twelve months immediately preceding the Termination Date (including his targeted bonus in the current year) for
the twelve months succeeding his Termination Date. Such amounts shall be paid in accordance with the Company's regular
pay period policy for its employees.
c. The Company, at its expense, shall provide to Employee for a period of twelve months after the Termination Date
medical and/or dental coverage under the medical and dental plans maintained by the Company. Upon Employee's re-
employment during such period, to the extent covered by the new Employer's Plan, coverage under the Company's plan shall
lapse. Additionally, the Company shall make a cash lump sum payment in an amount equal to the sum of (i) and (ii) below:
(i) The fair market value (determined as of the Termination Date) of that number of shares of non-vested restricted
stock of the Company held by the Employee which would have vested within the twelve-month period following the
Employee's Termination Date had the Employee remained employed with the Company; plus
(ii) With respect to each non-vested option to purchase Company stock held by the Employee which would have
vested within the twelve-month period following the Employee's Termination Date had the Employee remained
employed with the Company, the excess, if any, of the fair market value (determined as of the Termination Date) of the
Company stock subject to such option over the exercise price of such option.
Employee's participation in and/or coverage under all other employee benefit plans, programs or arrangements
sponsored or maintained by the Company shall cease effective as of the Termination Date.
d. The Company shall pay the reasonable costs of outplacement services selected by the Company.
e. For purposes of determining Employee's benefit under the Brown Group, Inc. Supplemental Employment
Retirement Plan, an additional one year of Credited Service shall be credited to the Employee's actual or deemed
Credited Service.
4. Termination Within 24 Months After a Change in Control Which Occurs During the Term.
a. Employee's employment may be terminated by the Company for Cause at any time, effective upon the giving to
Employee of written notice of termination specifying in detail the particulars of the conduct of Employee deemed by the
Company to justify such termination for Cause.
b. Employee's employment may be terminated by the Company without Cause at any time, effective upon the giving to
Employee of a written notice of termination specifying that such termination is without Cause.
c. Employee may terminate his employment with the Company at any time.
d. Upon a termination by the Company of Employee's employment for Cause within 24 months after a Change in
Control which occurs during the Term, Employee shall be entitled only to the payments specified in Section 5.a. below. Upon a
termination by the Company of Employee's employment without Cause within 24 months after a Change in Control which
occurs during the Term, Employee shall be entitled to all of the payments and benefits specified in Section 5 below.
e. If Employee voluntarily terminates his employment within 24 months after a Change in Control which occurs during
the Term, he shall notify the Company in writing if he believes the termination is for Good Reason. Employee shall set forth in
reasonable detail why Employee believes there is Good Reason. If such termination is for Good Reason, Employee shall be
entitled to all of the payments and benefits specified in Section 5 below. If such voluntary termination is for other than Good
Reason, then Employee shall be entitled only to the payments specified in Section 5.a. below.
5. Payments and Benefits Upon Termination Within 24 Months after a Change in Control Which Occurs During Term . To