Famous Footwear 2003 Annual Report Download - page 12

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Information regarding Executive Compensation on pages 10 through 16 of the Proxy Statement for the Annual Meeting of Shareholders
to be held May 22, 2003, is incorporated herein by reference.


Company Stock Ownership by Directors and Executive Officers on page 8 and 9 of the Proxy Statement for the Annual Meeting of
Shareholders to be held May 22, 2003, is incorporated herein by reference.

The following table sets forth aggregate information regarding the Company's equity compensation plans as of February 1, 2003.

















Equity compensation plans
approved by security holders (1) 2,086,250 $16.29 1,480,333
Equity compensation plans not
approved by security holders - - -
Total 2,086,250 $16.29 1,480,333
1. Included in column (a) are 204,500 rights to receive common shares that have been awarded under the Company's stock
performance plan. The actual number of shares to be issued under this plan will depend on the accomplishment of certain objectives
by the end of fiscal 2003 and 2004.These rights were disregarded for purposes of computing the weighted-average exercise price in
column (b).
Page 19


Information regarding stock option and stock related plans set forth in Note 16 of Notes to Consolidated Financial Statements of the 2002
Annual Report to Shareholders is hereby incorporated by reference.

None.

It is the Chief Executive Officer's and Chief Financial Officer's ultimate responsibility to ensure the Company maintains disclosure
controls and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other
information required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The
Company's disclosure controls and procedures include mandatory communication of material events, automated accounting processing and
reporting, management review of monthly, quarterly and annual results, an established system of internal controls and internal control
reviews by the Company's internal auditors.
During the fourth quarter, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an
evaluation of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on the evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded the Company's disclosure controls were effective. There have been no significant changes in the
Company's internal controls, or in other factors that could significantly affect internal controls, subsequent to the date the Chief Executive
Officer and Chief Financial Officer completed their evaluation.
In designing and evaluating the disclosure controls and procedures, the Company's management recognized that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives
and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and