Famous Footwear 2002 Annual Report Download - page 40

interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income
with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.
d. If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 11.c., the
Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the
Company's complying with the requirements of Section 11.c.) promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of
an amount advanced by the Company pursuant to Section 11.c., a determination is made that the Employee shall not
be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its
intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance
shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
12. Notice. All notices hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally or by
courier, or (b) on the third business day following the mailing thereof by registered or certified mail, postage prepaid, or (c) on the first
business day following the mailing thereof by overnight delivery service, in each case addressed as set forth below:
a. If to the Company:
Brown Shoe Company, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63166-0029
Attention: Chief Executive Officer
b. If to Employee:
Andrew M. Rosen
10 Frontenac Place Drive
Frontenac, MO 63131
Any party may change the address to which notices are to be addressed by giving the other party written notice in the
manner herein set forth.
13. Successors; Binding Agreement.
a. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company, upon or prior to such succession, to expressly assume
and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required
to perform it if no such succession had taken place. A copy of such assumption and agreement shall be delivered to Employee
promptly after its execution by the successor. Failure of the Company to obtain such agreement upon or prior to the
effectiveness of any such succession shall be a breach of this Agreement and shall entitle Employee to benefits from the
Company in the same amounts and on the same terms as Employee would be entitled hereunder if Employee terminated his
employment for Good Reason. For purposes of the preceding sentence, the date on which any such succession becomes
effective shall be deemed the Termination Date. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement
provided for in this Section 13.a. or which otherwise becomes bound by the terms and provisions of this Agreement by
operation of law.
b. This Agreement is personal to Employee and Employee may not assign or delegate any part of his rights or duties
hereunder to any other person, except that this Agreement shall inure to the benefit of and be enforceable by Employee's legal
representatives, executors, administrators, heirs and beneficiaries.
14. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held
to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
15. Headings. The headings in this Agreement are inserted for convenience of reference only and shall not in any way affect the
meaning or interpretation of this Agreement.
16. Counterparts. This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.
17. Waiver. Neither any course of dealing nor any failure or neglect of either party hereto in any instance to exercise any right, power
or privilege hereunder or under law shall constitute a waiver of such right, power or privilege or of any other right, power or privilege or of the
same right, power or privilege in any other instance. Without limiting the generality of the foregoing, Employee's continued employment