Famous Footwear 2010 Annual Report Download - page 112

Company Voting Securities, as the case may be; or
(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
1.5 “Code” means the Internal Revenue Code of 1986, as amended.
1.6 “Competitor” means any Person which (a) in its prior fiscal year had annual gross sales volume or revenues of more than $20,000,000
attributable to the sale of footwear or (b) is reasonably expected to 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 from Brown Shoe and/or
any Business Unit during the one (1) year immediately preceding the Termination Date, or is reasonably expected by Brown Shoe and/or any Business Unit
to purchase from Brown Shoe and/or any Business Unit in the one (1) year period immediately following the Termination Date, more than $1,000,000 in
footwear.
1.9 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
1.10 “Good Reason,” when used with reference to a voluntary termination by Employee of Employee’s employment with the Company,
means (i) a reduction in Employee’s base salary as in effect on the date hereof, or as the same may be increased from time to time; (ii) a reduction in
Employee’s status, position, responsibilities or duties; (iii) the required relocation of Employee’s principal place of business, without Employee’s consent, to
a location which is more than fifty (50) miles from Employee’s principal place of business on the Effective Date, or from such location to which Employee
may transfer with Employee’s consent after the Effective Date; (iv) a material increase in the amount of time Employee is required to travel on behalf of the
Company; (v) the failure of any successor of Brown Shoe to assume this Agreement, or (vi) a material breach of this Agreement by the Company.
1.11 “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)).
1.12 “Termination Date” means the effective date as provided in this Agreement of the termination of Employee’s employment with the
Company.
Section 2. Term
2.1 Subject to Section 2.2, the term of this Agreement (the “Term”) shall be a period of one (1) year commencing on the Effective Date.
2.2 The Term shall be automatically extended for successive one (1) year periods unless either party to this Agreement provides the other
party with notice of termination at least ninety (90) days prior to the expiration of any one-year period thereafter.
Section 3. Termination of Employment
3.1 The Company may terminate Employee’s employment at any time for Cause, effective upon written notice to Employee specifying in
reasonable detail the particulars of Employee’s conduct deemed by the Company and/or such subsidiary to justify such termination for Cause.
3.2 The Company may terminate Employee’s employment without Cause at any time, effective upon written notice to Employee of
termination specifying that such termination is without Cause.
3.3 Employee may terminate Employee’s employment with the Company at any time, with or without Good Reason.
Section 4. Separation Benefits
4.1 If Employee’s employment is terminated by the Company for any reason other than for Cause, death or disability and Section 4.2 does
not apply, Employee shall be entitled to the following separation benefits:
(a) The Company shall pay, or cause to be paid, to Employee within 30 days of the Termination Date (i) the full base salary earned by
Employee through, but unpaid at, the Termination Date, plus (ii) credit for any vacation earned by Employee but not used at the Termination Date, plus (iii)
all other amounts owed by the Company to Employee (other than any bonus payment of any kind) but unpaid as of the Termination Date.
(b) The Company shall pay, or cause to be paid, to Employee (i) in a lump sum not later than thirty (30) days after the Termination Date an
amount equal to 100% of the sum of (A) Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately
preceding the Termination Date, and (B) Employee’s targeted bonus for the current year, and (ii) Employee’s targeted bonus payment for the year of
termination prorated to the Termination Date.
(c) The Company shall provide to Employee for a period of twelve (12) months after the Termination Date medical and/or dental coverage
under the Company’s medical and/or dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if
Employee remained employed by a member of the Company; provided, however, that if Employee becomes employed with another employer during such
twelve (12)-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage
described herein shall be secondary to those provided under such other plan.