Famous Footwear 2008 Annual Report Download
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FORM 10-K
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
(Zip Code)
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Title of each class Name of each exchange on which registered
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Table of contents
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Page 1
...Louis, Missouri (Address of principal executive offices) (314) 854-4000 (Registrant's telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Tct: Title of each class Common Stock - par value $0.01 per share Name of each exchange on which registered New York... -
Page 2
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Page 3
... Controls and Procedures Internal Control Over Financial Reporting Other Information PART III Item 10 Item 11 Item 12 Item 13 Item 14 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain .eneficial Owners and Management and Related Stockholder... -
Page 4
.... Famous Footwear stores feature a wide selection of value-priced brand-name, athletic, casual and dress shoes for the entire family. .rands carried include, among others, Nike, Skechers, New .alance, adidas, DC, Dr. Scholl's, Converse, K-Swiss, Naturalizer, Steve Madden, Mudd, Connie, LifeStride... -
Page 5
... brand of women's shoes. These stores are designed and merchandised to appeal to the Naturalizer customer, who is style- and comfort-conscious and who seeks quality and value in her footwear selections. The Naturalizer stores offer a selection of women's footwear styles, including dress, casual... -
Page 6
... dress, casual and athletic footwear for women, men and children at a variety of price points through two operating units, .rown St. Louis and .rown New York. The .rown St. Louis division primarily includes sales of Naturalizer, Dr. Scholl's, LifeStride, Children's, Carlos by Carlos Santana... -
Page 7
... shoes to $199 for boots. In 2007, Franco Sarto ranked No. 2 in market share position in the "better" zone within the women's fashion footwear category for U.S. department stores and national chains combined, according to NPD Group, Inc. at the end of 2007. Our license to sell Franco Sarto product... -
Page 8
..., to market the Dr. Scholl's brand of affordable casual, athletic and work shoes for women, men and children in the United States, Canada and Latin Tmerica. This footwear features Dr. Scholl's insole technology and is primarily distributed through mass merchandisers and our Famous Footwear stores at... -
Page 9
... Products The following is a listing of our brands and licensed products: Women's TirStep .asswood Men's and Athletic .asswood .ig Country Children's .arbie(9) .ob the .uilder (10) b.u.m. equipment(1) .uster .rown b.u.m. equipment (1) Carlos by Carlos Santana (2) Connie Daisy Fuentes Dr. Scholl... -
Page 10
... teams create collections of footwear and work closely with our product development and sourcing offices to translate our designs into new footwear styles. AVAILABLE INFORMATION Our Internet address is www.brownshoe.com. Our Internet address is included in this annual report on Form 10-K as an... -
Page 11
... Rite Corporation from Tpril 1995 to September 2001, most recently as President and Chief Operating Officer. Joseph W. Wood, President, .rown Shoe Retail since Tugust 2006, President, Famous Footwear from January 2002 to Tugust 2006. Executive Vice President - Merchandise for Finish Line chain of... -
Page 12
... need to mark down in order to sell, which would adversely affect our business and results of operations. Competition in the retail footwear industry has increased, thereby elevating the level of pressure on us to maintain the value proposition of our stores, footwear and shopping experience. The... -
Page 13
... risks relating to customer concentration. Our wholesale customers include department stores, national chains and mass merchandisers. Several of our customers operate multiple department store divisions. Furthermore, we often sell multiple brands and licensed and private-label footwear to these same... -
Page 14
... stores or to obtain acceptable terms for new stores in desirable locations, and the failure to do so could have an adverse effect on our ability to grow our business and our financial condition and results of operations. We are dependent on major branded suppliers. Our Famous Footwear retail chain... -
Page 15
...30 carrying the Via Spiga brand over the next several years. In addition, we sell footwear on a wholesale basis to our joint venture partner, Hongguo International Holdings Limited, which plans to open 350 stores and department store shops carrying the Naturalizer brand and approximately 70 carrying... -
Page 16
... are conducted throughout the United States, Canada, China and Guam and involve the operation of 1,358 shoe stores, including 135 in Canada and five in China. Tll store locations are leased, with over one-half having renewal options. Famous Footwear operates a leased 750,000 square-foot distribution... -
Page 17
... by solvents previously used at the site and surrounding facilities. See Note 17 to the consolidated financial statements for additional information related to the Redfield matter. In March 2000, a class action lawsuit was filed in Colorado State Court (District Court for the City and County of... -
Page 18
PART II ITEM 5 MTRKET FOR REGISTRTNT'S COMMON EQUITY, RELTTED STOCKHOLDER MTTTERS TND ISSUER PURCHTSES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange (the "NYSE") and the Chicago Stock Exchange under the trading symbol ".WS." Ts of February 2, 2008, we had ... -
Page 19
... Payless ShoeSource, Inc.), Shoe Carnival, Inc., DSW Inc., Skechers U.S.T., Inc., Steven Madden, Ltd., The Timberland Company and Wolverine World Wide, Inc. In Tugust 2007, Payless ShoeSource, Inc. changed its name to Collective .rands, Inc. and acquired The Stride Rite Corporation. The results of... -
Page 20
... in this report. 2007 ($ thousands, except per share amounts) Operations: Net sales Cost of goods sold Gross profit Selling and administrative expenses Equity in net loss of nonconsolidated affiliate Operating earnings Interest expense Interest income Earnings before income taxes and minority... -
Page 21
... our retail stores, leveraging our wholesale and retail platforms. Our major brands, both owned and licensed, include Naturalizer, Dr. Scholl's, Franco Sarto, .uster .rown, LifeStride, Etienne Tigner, Via Spiga, Carlos by Carlos Santana and Nickels Soft. In 2005, we acquired .ennett Footwear, which... -
Page 22
... our business segments and financial information by geographic area. · Famous Footwear's operating earnings decreased $5.7 million, or 6.3% in 2007 to $84.1 million. Net sales increased 2.4% to $1.313 billion in 2007, driven by our higher store count, as we opened 75 stores, net of closings, in... -
Page 23
... office and Dover, New Hampshire distribution center, which housed the .ennett business, · Consolidating our New York City, New York operations to accommodate the offices of our .rown New York personnel, as well as our product development teams and showrooms, · Closing our Italian sales office... -
Page 24
...the Naturalizer brand, and Hongguo plans to open approximately 350 locations. During this same time period, 100 Via Spiga points of distribution are expected to be opened, approximately 30 by .&H Footwear and approximately 70 by Hongguo. Ts of February 2, 2008, .&H Footwear operated five Naturalizer... -
Page 25
... its operations into our New York City based operations and renamed the division .rown New York. Our other wholesale brands contributed $25.0 million to the increase in net sales during 2006, with most major brands increasing, with the exception of the .ass business, which we exited at the end of... -
Page 26
...Wholesale Operations segment. We record warehousing, distribution, sourcing and other inventory procurement costs in selling and administrative expenses. Tccordingly, our gross profit and selling and administrative expense rates, as a percentage of net sales, may not be comparable to other companies... -
Page 27
... operate retail locations internationally. The Far East operations include first-cost transactions, where footwear is sold at foreign ports to customers who then import the footwear into the United States and other countries. The breakdown of domestic and foreign net sales and earnings before income... -
Page 28
... earnings before income taxes and minority interests improved as a result of better results in our Famous Footwear and domestic Naturalizer retail divisions. FAMOUS FOOTWEAR 2007 2006 2005 % of Net Sales % of Net Sales ($ millions, except sales per square foot) Operating Results Net sales Cost... -
Page 29
... to our mature stores, sales per square foot decreased 2.7% to $180 during 2007. Our customer loyalty program, Famous Rewards, continues to gain momentum, as approximately 54% of our net sales were made to our Famous Rewards members in 2007 compared to 45% in 2006. Famous Footwear's increase in net... -
Page 30
... York City-based operations and renamed the division .rown New York. The .rown New York brands accounted for $40.9 million of the increase. We achieved sales gains in our Dr. Scholl's, Naturalizer, LifeStride, children's and women's private label divisions. We experienced lower sales of .ass product... -
Page 31
...rown New York brands, .ass exit costs of $3.8 million and Earnings Enhancement Plan costs of $3.6 million. SPECIALTY RETAIL ($ millions, except sales per square foot) 2007 2006 % of Net Sales 2005 % of Net Sales % of Net Sales Operating Results Net sales Cost of goods sold Gross profit Selling... -
Page 32
... Canadian exchange rate had the effect of increasing expenses on a United States dollar basis by $2.0 million. We also incurred higher costs at our Shoes.com business to support the sales growth. The segment also recognized $0.2 million related to stock options in 2006. Operating Earnings Specialty... -
Page 33
... - In 2007, we recognized $1.2 million of income related to a settlement with credit card companies as a reduction of selling and administrative expenses. · Lower expenses related to share-based director and employee compensation (related to a lower stock price) and lower legal fees. The 2006... -
Page 34
... were associated with the costs recorded during 2007 and the cumulative costs recorded to date, respectively. Inventory markdowns and the write-off of assets are noncash items. See the "Recent Developments" section above and Note 5 to the consolidated financial statements for additional information... -
Page 35
... by operating activities Net cash used for investing activities Net cash used for financing activities Effect of exchange rate changes on cash Increase in cash and cash equivalents $ $ $ $ 2.3 6.1 $ (39.6) - 19.4 (65.9) 34.5 15.8 2.3 (13.3) $ Working capital at February 2, 2008, was... -
Page 36
...of financial statements. Our most significant policies requiring the use of estimates and judgments are listed below. Revenue Recognition Retail sales are net of returns and exclude sales tax. Wholesale sales and sales through our Internet sites are recorded, net of returns, allowances and discounts... -
Page 37
... our inventories based on current selling prices. Tt our Famous Footwear division, we recognize markdowns when it becomes evident that inventory items will be sold at retail prices less than cost, plus the cost to sell the product. This policy causes gross profit rates at Famous Footwear to be lower... -
Page 38
...prescribed by Financial Tccounting Standards .oard Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). For tax positions that meet the more likely than not threshold, a tax liability may be recorded depending on management's assessment of how the tax position will ultimately... -
Page 39
... Company accounts for share-based compensation in accordance with the fair value recognition provisions of SFTS No. 123(R), Share-based Payment, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements... -
Page 40
... that the Company's internal control over financial reporting was effective as of February 2, 2008. The effectiveness of our internal control over financial reporting as of February 2, 2008 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their... -
Page 41
... of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting The Board of Directors and Shareholders of Brown Shoe Company, Inc. We have audited .rown Shoe Company, Inc.'s (the Company's) internal control over financial reporting as of February 2, 2008, based on... -
Page 42
... Registered Public Accounting Firm The Board of Directors and Shareholders of Brown Shoe Company, Inc. We have audited the accompanying consolidated balance sheets of .rown Shoe Company, Inc. (the Company) as of February 2, 2008 and February 3, 2007, and the related consolidated statements... -
Page 43
... $ 1,099,057 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities .orrowings under revolving credit agreement Trade accounts payable Employee compensation and benefits Deferred income taxes Other accrued expenses Income taxes Total current liabilities Other Liabilities Long-term debt Deferred... -
Page 44
...Statements of Earnings ($ thousands, except per share amounts) Net sales Cost of goods sold Gross profit Selling and administrative expenses Equity in net loss of nonconsolidated affiliate Operating earnings Interest expense Interest income Earnings before income taxes and minority interests Income... -
Page 45
...nonconsolidated affiliate Provision for doubtful accounts Foreign currency transaction losses (gains) Changes in operating assets and liabilities: Receivables Inventories Prepaid expenses and other current assets Trade accounts payable Tccrued expenses Income taxes Collection of insurance receivable... -
Page 46
... net of tax benefit of $27 Comprehensive income Dividends ($0.178 per share) Stock issued under employee benefit and restricted stock plans Tax benefit related to share-based plans Share-based compensation expense BALANCE JANUARY 28, 2006 Net earnings Currency translation adjustment Unrealized gains... -
Page 47
...trade under the ".WS" symbol on the New York and Chicago Stock Exchanges. The Company provides a broad offering of branded, licensed and private-label casual, athletic and dress footwear products to women, children and men. Footwear is sold at a variety of price points through multiple distribution... -
Page 48
...financial targets for the first performance period. No additional payments have been made nor are expected to be made under the purchase agreement. During 2007, the Company acquired a trademark which facilitates the use of the Famous Footwear name on its stores located in the metropolitan St. Louis... -
Page 49
... at the point of sale, are net of returns and exclude sales tax. Wholesale sales and sales through the Company's Internet sites are recorded, net of returns, allowances and discounts, when the merchandise has been shipped and title and risk of loss have passed to the customer. Retail items sold... -
Page 50
...and distribution of the Company's catalogs. Direct response advertising costs are amortized over the expected future revenue stream, which is two months from the date catalogs are mailed. In addition, the Company participates in co-op advertising programs with certain of its wholesale customers. For... -
Page 51
... into United States dollars at the fiscal year-end exchange rate. Consolidated statements of earnings amounts are translated at average exchange rates for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as... -
Page 52
... of the financial statements to evaluate the nature and financial effects of the business combination. This statement is effective prospectively, except for certain retrospective adjustments to deferred tax balances, for fiscal years beginning after December 15, 2008. Tccordingly, the Company will... -
Page 53
... will also sell Naturalizer footwear to Hongguo on a wholesale basis, which Hongguo will sell in retail stores it plans to open throughout the rest of China. In addition to the equity interest, the Company will receive a royalty from .&H Footwear for its use of the Naturalizer brand name, which will... -
Page 54
... office and Dover, New Hampshire distribution center, which housed the .ennett business, · Consolidating our New York City, New York operations to accommodate the offices of our .rown New York personnel, as well as our product development teams and showrooms, · Closing our Italian sales office... -
Page 55
..., salaried, management and certain hourly employees' pension benefits are based on the employee's highest consecutive five years of compensation during the ten years before retirement; hourly employees' and union members' benefits are based on stated amounts for each year of service. The Company... -
Page 56
... employees. On February 3, 2007, the Company adopted the balance sheet recognition provisions of SFTS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans . The Company will adopt the year-end measurement date in 2008. Since the Company's primary defined benefit... -
Page 57
...projected benefit obligation using leveraged fixed income instruments and, while maintaining a 70% overall (United States and international) equity commitment, managing an equity overlay strategy. The overlay strategy is intended to protect the managed equity portfolios against adverse stock market... -
Page 58
... in the consolidated balance sheets consist of: Other Postretirement .enefits 2007 2006 ($ thousands) Prepaid pension costs (noncurrent asset) Tccrued benefit liabilities (current liability) Tccrued benefit liabilities (noncurrent liability) Net amount recognized at end of year Pension .enefits... -
Page 59
... of return for the portfolio was developed based on the target allocation for each asset class. Tssumed healthcare cost trend rates have a negligible effect on the cost reported for healthcare plans. Expected Cash Flows Information about expected cash flows for all pension and postretirement benefit... -
Page 60
... current assets, with changes in the deferred compensation charged to selling and administrative expenses. The consolidated financial statement impact related to the accounting for deferred compensation was immaterial for fiscal year 2007. 7. INCOME TAXES The components of earnings before income... -
Page 61
...financial statements and the amounts calculated at the federal statutory income tax rate of 35% were as follows: ($ thousands) Income taxes at statutory rate State income taxes, net of federal tax benefit Tax on earnings repatriated from foreign subsidiaries Tax impact of nondeductible stock option... -
Page 62
... stores at the end of 2007, primarily selling branded footwear for the entire family. Wholesale Operations source and market branded, licensed and private-label footwear primarily to department stores, mass merchandisers, independent retailers and Company-owned Naturalizer Retail and Famous Footwear... -
Page 63
... at year-end, selling primarily Naturalizer brand footwear in regional malls and outlet centers. The Other segment includes corporate assets and administrative and other expenses which are not allocated to the operating units. The Company's reportable segments are operating units that market to... -
Page 64
... of retail customers and nationwide operation of our retail chains, including Famous Footwear and Specialty Retail. The Company's foreign operations primarily consist of wholesale distribution operations in the Far East and retail operations in Canada. The Far East operations include "first-cost... -
Page 65
... in 2007, 2006 and 2005, respectively. Fair value was based on estimated future cash flows to be generated by retail stores, discounted at a market rate of interest. 10. LONG-TERM AND SHORT-TERM FINANCING ARRANGEMENTS Credit Agreement The Company has a secured $350.0 million Tmended and Restated... -
Page 66
... minimum operating lease payments $ 153,578 142,129 119,501 95,440 71,029 163,405 745,082 12. DERIVATIVE FINANCIAL INSTRUMENTS The Company uses derivative financial instruments, primarily foreign exchange contracts, to reduce its exposure to market risks from changes in foreign exchange rates... -
Page 67
..., cash equivalents and trade accounts receivable. The Company maintains cash and cash equivalents and certain other financial instruments with various financial institutions. The financial institutions are located throughout the world, and the Company's policy is designed to limit exposure to any... -
Page 68
... no compensation cost was recognized for stock options, as all option grants had an exercise price equal to the quoted market price of the underlying common stock on the date of grant. The Company adopted Statement of Financial Tccounting Standards No. 123 (Revised 2004), Share-Based Payment (SFTS... -
Page 69
... the Company had accounted for its employee stock options under the fair value method of that statement. The fair value for these options was estimated at the date of grant using a .lack-Scholes option pricing model with the following weighted-average assumptions for 2005: risk-free interest rate of... -
Page 70
... of the Company's common stock as of the reporting date. The following table summarizes stock option activity for 2007 under the current and prior plans: Weighted-Tverage Exercise Price Outstanding at February 3, 2007 Granted Exercised Forfeited Canceled or expired Outstanding at February 2, 2008... -
Page 71
... at no cost to certain officers and key employees if certain financial goals are met. Under the plan, employees are granted stock performance awards at a target number of shares, which cliff vest generally over a three-year service period. Tt the end of the three-year period, the employee will be... -
Page 72
... 2007. .&H Footwear distributes the Naturalizer brand in department store shops and free-standing stores in several of China's largest cities. In addition, .&H Footwear sells Naturalizer footwear to Hongguo on a wholesale basis. Hongguo then sells Naturalizer products through retail stores in China... -
Page 73
... efforts at its closed New York tannery and two associated landfills. In 1995, state environmental authorities reclassified the status of these sites as being properly closed and requiring only continued maintenance and monitoring over the next 16 years. The Company has an accrued liability... -
Page 74
...ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending will not have a material adverse effect on the Company's results of operations or financial position. Tll legal costs associated with litigation are... -
Page 75
...) Net sales Cost of goods sold Gross profit Selling and administrative expenses Equity in net loss of nonconsolidated affiliate Equity in (earnings) of subsidiaries Operating earnings Interest expense Interest income Intercompany interest income (expense) Earnings before income taxes and minority... -
Page 76
... consolidated company Cash recognized on initial consolidation of joint venture Tcquisition cost Net cash used for investing activities Financing activities Increase in borrowings under revolving credit agreement Tcquisition of treasury stock Proceeds from stock options exercised Tax benefit related... -
Page 77
... thousands) Net sales Cost of goods sold Gross profit Selling and administrative expenses Equity in (earnings) of subsidiaries Operating earnings Interest expense Interest income Intercompany interest income (expense) Earnings before income taxes and minority interests Income tax benefit (provision... -
Page 78
...($ thousands) Net sales $ Cost of goods sold Gross profit Selling and administrative expenses Equity in (earnings) of subsidiaries Operating earnings Interest expense Interest income Intercompany interest income (expense) Earnings before income taxes Income tax (provision) benefit Minority interests... -
Page 79
... revolving credit agreement Proceeds from issuance of Senior Notes Debt issuance costs Proceeds from stock options exercised Tax benefit related to share-based plans Dividends (paid) received Intercompany financing Net cash provided (used) by financing activities Effect of exchange rate changes on... -
Page 80
19. QUARTERLY FINANCIAL DATA (Unaudited) Quarterly financial results (unaudited) for the years 2007 and 2006 are as follows: Quarters First Quarter (13 weeks) 2007 Net sales Gross profit Net earnings Per share of common stock: Earnings - basic Earnings - diluted Dividends paid Market value: High Low... -
Page 81
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ($ thousands) Col. T .alance at .eginning of Period Col. . Charged to Costs and Expenses Col. C Charged to Other TccountsDescribe Col. D Col. E .alance at End of Period Deductions Describe YEAR ENDED FEBRUARY 2, 2008 Deducted from assets or ... -
Page 82
...registered public accounting firm, as stated in their report, which can also be found in Item 8 of this report. .ased on the evaluation of internal control over financial reporting, the Chief Executive Officer and Chief Financial Officer have concluded that there have been no changes in the Company... -
Page 83
... III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS TND CORPORTTE GOVERNTNCE Information regarding Directors of the Company is set forth under the caption "Election of Directors (Proxy Item No. 1)" in the Proxy Statement for the Tnnual Meeting of Shareholders to be held May 22, 2008, which information is... -
Page 84
...May 22, 2008, which information is incorporated herein by reference. ITEM 14 PRINCIPTL TCCOUNTTNT FEES TND SERVICES Information regarding our Principal Tccountant Fees and Services is set forth under the caption "Fees Paid to Independent Registered Public Tccountants" in the Proxy Statement for the... -
Page 85
...they are not applicable, because they are not required or because the information required is included in the financial statements or notes thereto. (3) Exhibits Certain instruments defining the rights of holders of long-term debt securities of the Company are omitted pursuant to Item 601(b)(4)(iii... -
Page 86
...dated March 8, 2006 and filed March 8, 2006. Form of Restricted Stock Tgreement used for grants commencing in 2008, filed herewith. .rown Shoe Company, Inc. Deferred Compensation Plan for Non-Employee Directors, incorporated by reference to Exhibit 10(m) to the Company's Form 10-K for the year ended... -
Page 87
...the Securities Exchange Tct of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. .ROWN SHOE COMPTNY, INC. .y: /s/ Mark E. Hood Mark E. Hood Senior Vice President and Chief Financial Officer Date: March 28, 2008 Know all men... -
Page 88
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Page 89
Signatures Title /s/ Mario L. .aeza Mario L. .aeza /s/ Harold .. Wright Harold .. Wright Director Director 87 -
Page 90
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Page 91
... Indenture"), dated as of Octobee 24, 2007, between SHOES.COM, INC., a Delawaee coepoeation (the " Guaranteeing Subsidiary "), a subsidiaey of Beown Shoe Company, Inc., a New Yoek coepoeation (the " Company "), the Company and U.S Bank National Association, a national banking association, as... -
Page 92
... waivee and eelease aee paet of the consideeation foe the Note Guaeantee. 7. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 8. Counteepaets . The paeties may sign any numbee of copies of this Supplemental Indentuee. Each... -
Page 93
...the date fiest above weitten. SHOES.COM, INC. By: /s/ Maek E. Hood Name: Maek E. Hood Title: Senioe Vice Peesident and Chief Financial Officee BROWN SHOE COMPANY, INC. By: /s/ Maek E. Hood Name: Maek E. Hood Title: Senioe Vice Peesident and Chief Financial Officee U.S. BANK NATIONAL ASSOCIATION... -
Page 94
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Page 95
... 10.5i BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT represents the grant of a Restricted Stock Award (the "Award") by Brown Shoe Company, Inc., a New York corporation (the "Company"), to the Participant named below, pursuant... -
Page 96
... connection with, or concerning any aspect of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of date written below. BROWN SHOE COMPANY, INC. By: Date... -
Page 97
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Page 98
Exhibit 10.8 BROWN SHOE COMPANY, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN -
Page 99
... and Board of Directors " D. "Ctange of Control" E. "Code" F. "Committee" G. "Company" H. "Early Retirement Benefit" I. "Early Retirement Date" J. "Effective Date" K. "Employee" L. "Employer" M. "Excess Benefit yarticipant" N. "Executive Benefit yarticipant" O. "Normal Retirement Benefit" y. "Normal... -
Page 100
... in tte election of directors, as tte case may be, of tte corporation resulting from suct Business Combination (including, wittout limitation, a corporation wtict as a result of suct transaction owns tte Company or all or substantially all of tte Company's assets eitter directly or ttrougt one or... -
Page 101
...pursuant to Section VI. G. "Company" means Brown Stoe Company, Inc., a New York corporation. H. "Early Retirement Benefit" means tte early retirement benefit payable to a yarticipant under eitter Section III.B.2 or Section IV.B.2 of tte ylan on tis Early Retirement Date under tte Retirement ylan... -
Page 102
...Benefit yarticipant's date of deatt or tte date tte Executive Benefit yarticipant would tave attained age 55, wtere: (a) equals tte yre-Retirement Deatt Benefit calculated under tte Retirement ylan (1) wittout regard to tte limitations imposed by Sections 415 and 401(a)(17) of tte Code, but adjusted... -
Page 103
...to be a "specified employee." A lump sum stall be paid to tte yarticipant as of tte day after tte last day of suct 6-montt period equal to tte lump sum amount calculated as of tte date of separation from service, accumulated witt interest to tte payment date at tte rate of interest used to determine... -
Page 104
..., Brown Stoe Company, Inc. Supplemental Executive Retirement ylan, 8300 Maryland Avenue, St. Louis, Missouri 63105. G. Upon receipt of a claim, tte Committee stall advise tte Claimant ttat a reply will be forttcoming wittin a reasonable period of time, but ordinarily not later ttan 90 days, and... -
Page 105
... or vest in any Employee or any otter person any benefits otter ttan tte benefits specifically provided terein, or to confer upon any Employee tte rigtt to remain in tte service of tte Employer. E. Service of yrocess and ylan Administrator . 1. 2. Tte Secretary of tte Company stall be tte agent... -
Page 106
... as to be consistent witt Section 409A of tte Code and tte regulations issued ttereunder. IN WITNESS WHEREOF, Brown Stoe Company, Inc. tas caused ttis Amendment to be executed by its duly auttorized officer ttis 8tt day of February, 2008. BROWN SHOE COMyANY, INC. By /s/ Douglas W. Koct Senior Vice... -
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SCHEDULE A Executive Benefit yarticipants -
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SCHEDULE B Excess Benefit yarticipants -
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...., a New York corporation ("Brown Shoe" and, together with its subsidiaries, the "Company"). WHEREAS, Brown Shoe is engaged, directly and indirectly through its subsidiaries, in the sourcing and retail and wholesale sale of footwear in the United States and throughout the world; WHEREAS, Employee is... -
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... have such level of footwear sales or revenues in either the current fiscal year or the next following fiscal year. 1.7 "Confidential Information" shall have the meaning set forth in Section 10. 1.8 "Customer" means any wholesale customer of Brown Shoe and/or any Business Unit which either purchased... -
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... Date. (e) Each non-vested option to purchase Brown Shoe stock held by Employee shall vest and be exercisable as of the Termination Date. (f) For purposes of determining Employee's benefit under the Company's Supplemental Employment Retirement Plan, an additional three (3) years of Credited Service... -
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... such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which Employee gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due... -
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...positions Employee has had with Brown Shoe and/or any Relevant Business Unit(s), the national and international nature of both the Company's collective business and competition in the footwear industry, and the legitimate interests of the Company in protecting its confidential, proprietary and trade... -
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... receipt confirmed, or (c) on the third business day following the mailing thereof by registered or certified mail, postage prepaid, or (d) on the first business day following the mailing thereof by overnight delivery service, in each case addressed as set forth below: If to the Company: Brown Shoe... -
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... the Company is headquartered in Missouri and Employee resides in and/or reports to Company management in Missouri, the parties' interests in ensuring that disputes regarding the interpretation, validity and enforceability of this Agreement are resolved on a uniform basis, and Brown Shoe's execution... -
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IN WITNESS WHEREOF, Employee and Brown Shoe have executed this Agreement as of the day and year first above written. Brown Shoe Company, Inc. Employee By: Name: Title: Date: /s/ Douglas W. Koch Douglas W. Koch Senior Vice President and Chief Talent Officer /s/ Richard M. Ausick Richard M. Ausick... -
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...employee directors remain the same for the year following the annual meeting, including an approximate market value for the annual equity grant of $40,000; accordingly, the number of shares of restricted stock or restricted stock units granted for the year will be based on a more current stock price... -
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... Limited Brown Shoe Company of Canada Ltd Brown Shoe International Corp. Brown Shoe International Sales and Licensing S.r.l. Brown Shoe International Sales and Licensing Limited Brown Shoe International (Macau) Company Limited Brown Shoe Service Company Limited Brown Shoe Services Corporation Brown... -
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... Inc. does business under the following names: Brown Shoe Closet Factory Brand Shoes Famous Footwear Franco Sarto Naturalizer Naturalizer Etc. Naturalizer Outlet Naturalizer Shoes Naturalizer West Supermarket of Shoes Warehouse Shoes Brown Shoe Company of Canada Ltd does business under the following... -
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... over financial reporting of Brown Shoe Company, Inc., included in this dnnual Report (Form 10-K) for the year ended February 2, 2008. Form Number Form S-8 Form S-8 Form S-8 Form S-8 Form S-8 Form S-8 Form S-8 Registration Statement Number Description 33-58751 333-60671 333-83717 Stock Option... -
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... financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Ronald A. Fromm Ronald A. Fromm Chairman and Chief Executive Officer Brown Shoe Company... -
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... information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Mark E. Hood Mark E. Hood Senior Vice President and Chief Financial Officer Brown Shoe Company... -
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... Act of 2002 In connection with the Annual Report of Brown Shoe Company, Inc. (the "Registrant") on Form 10-K for the year ended February 2, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Ronald A. Fromm, Chairman and Chief Executive Officer of the... -
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