Famous Footwear 2010 Annual Report Download - page 113

(d) The restrictions applicable to each share of non-vested restricted stock of Brown Shoe held by Employee that would have vested within
the two (2) year period following the Termination Date had Employee remained employed by the Company shall lapse as of the Termination Date.
(e) Each non-vested option to purchase Brown Shoe stock held by Employee that would have vested within the two (2) year period
following the Termination Date had Employee remained employed by the Company shall vest as of the Termination Date.
(f) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following
the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the
calendar year in which the Termination Date occurs.
4.2 If Employee’s employment is terminated within twenty-four (24) months after a Change of Control (x) by the Company for any reason
other than for Cause, death or disability, or (y) by Employee within ninety (90) days after the occurrence of Good Reason, Employee shall be entitled to the
following separation benefits in place of, and not in addition to, the benefits set forth in Section 4.1:
(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 taken 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 six (6) months after the Termination Date an amount equal
to 200% 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 eighteen (18) months after the Termination Date medical and/or dental coverage
under the Company’s medical and dental plans, without any cost to Employee in excess of any employee contribution that would be payable by Employee if
Employee remained employed by the Company; provided, however, that if Employee becomes employed with another employer during such eighteen (18)-
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. In addition, on the last day of such eighteen (18)-month period, the Company shall pay, or
cause to be paid, to Employee an amount in cash equal to the aggregate amount that would be payable by the Company for such medical and/or dental
coverage for six (6) months if Employee remained employed by the Company for such period.
(d) The restrictions applicable to each share of non-vested restricted stock of Brown Shoe held by Employee shall lapse and be exercisable
as of the Termination 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 two (2)
years of Credited Service shall be credited to Employee’s actual or deemed Credited Service.
(g) The Company shall pay the reasonable costs of outplacement services selected by the Company for a reasonable period of time following
the Termination Date; provided, however, that no such outplacement services shall be provided after the last day of the second calendar year following the
calendar year in which the Termination Date occurs.
4.3 If Employee’s employment is terminated for any reason including, but not limited to, Employee’s voluntary termination of employment,
but excluding the reasons specified in Sections 4.1 and 4.2, 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
taken 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.
4.4 The benefits set forth in Sections 4.1(c) and 4.2(c) shall run concurrently with any period of continuation coverage to which Employee
is entitled under Section 601 of ERISA. Upon Employee’s re-employment during the period specified in each such Section, to the extent covered by the new
employer’s plan, coverage under the Company’s plan shall lapse, subject to any continuation of coverage rights under Section 601 of ERISA. 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 except as otherwise provided in such employee benefit plan, program or arrangement.
Section 5. Mitigation or Reduction of Benefits
Employee shall not be required to mitigate the amount of any payment provided for in Section 4 by seeking other employment or otherwise. Except as
otherwise specifically set forth herein, the amount of any payment or benefits provided in Section 4 shall not be reduced by any compensation or benefits or
other amounts paid to or earned by Employee as the result of employment by another employer after the Termination Date or otherwise.
Section 6. Employee Expenses After Change in Control
If Employee’s employment is terminated by the Company within twenty-four (24) months after a Change in Control and there is a dispute with
respect to this Agreement, then all Employee’s costs and expenses (including reasonable legal and accounting fees) incurred by Employee (a) to defend the
validity of this Agreement, (b) to contest any termination for Cause, (c) to contest any determinations by the Company concerning the amounts payable by or
on behalf of the Company under this Agreement, or (d) to otherwise obtain or enforce any right or benefit provided to Employee by this Agreement, shall be