Famous Footwear 2013 Annual Report Download - page 88

86 2013 BROWN SHOE COMPANY, INC. FORM 10-K
PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) and (2) The list of financial statements and Financial Statement Schedules required by this item is included in the Index on page 3 under
Financial Statements and Supplementary Data. All other schedules specified under Regulation S-X have been omitted because 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)
of Regulation S-K, and the Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
Exhibit No. Description
3.1 Restated Certificate of Incorporation of Brown Shoe Company, Inc. (the “Company”) incorporated herein by reference to
Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 5, 2007, and filed June 5, 2007.
3.2 Bylaws of the Company as amended through October 10, 2013, incorporated herein by reference to Exhibit 3.1 to the Company’s
Form 8-K dated and filed October 10, 2013.
4.2a Indenture for the 7.125% Senior Notes due 2019, dated May 11, 2011 among Brown Shoe Company, Inc., the subsidiary guarantors
set forth therein, and Wells Fargo Bank, National Association, as trustee, as incorporated herein by reference to Exhibit 4.1 to
the Company’s Form 8-K dated and filed May 13, 2011.
4.2b Form of 7.125% Senior Notes due 2019, as incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated and
filed May 13, 2011.
10.1a Third Amended and Restated Credit Agreement, dated as of January 7, 2011 (the “Credit Agreement”), among the Company,
as lead borrower for itself and on behalf of certain of its subsidiaries, and Bank of America, N.A., as lead issuing bank,
administrative agent and collateral agent, Wells Fargo Bank, National Association, as an issuing bank, Wells Fargo Capital
Finance, LLC, as syndication agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-documentation agents, and
the other financial institutions party thereto, as lenders, as incorporated herein by reference to Exhibit 10.1 to the Company’s
Form 8-K dated and filed January 7, 2011.
10.1b First Amendment to Third Amended and Restated Credit Agreement and Confidential Side Letter, dated February 17, 2011,
by and among Brown Shoe Company, Inc., as lead borrower for itself and on behalf of certain of its subsidiaries, and Bank of
America, N.A., as lead issuing bank, administrative agent and collateral agent, Wells Fargo Bank, National Association, as an
issuing bank, Wells Fargo Capital Finance, LLC, as syndication agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A.,
as co-documentation agents, and the other financial institutions party thereto, as lenders, as incorporated herein by reference
to Exhibit 10.2 to the Company’s Form 8-K dated and filed February 17, 2011.
10.2a* Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002, as Amended and Restated as of May 22, 2008,
incorporated herein by reference to Exhibit A to the Company’s definitive proxy statement dated and filed April 11, 2008.
10.2b(1)* Form of Incentive Stock Option Award Agreement (for grants commencing May 2008) under the Brown Shoe Company, Inc.
Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.5b(1) to the Company’s
Form 10-K for the year ended January 31, 2009, and filed March 31, 2009.
10.2b(2)* Form of Incentive Stock Option Award Agreement (for grants prior to May 2008) under the Brown Shoe Company, Inc.
Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-Q
for the quarter ended July 31, 2004, and filed September 8, 2004.
10.2c(1)* Form of Non-Qualified Stock Option Award Agreement (for grants commencing May 2008) under the Brown Shoe Company,
Inc. Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.5c(1) to the Company’s
Form 10-K for the year ended January 31, 2009, and filed March 31, 2009.
10.2c(2)* Form of Non-Qualified Stock Option Award Agreement for awards issued prior to May 2008 under the Brown Shoe Company,
Inc. Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.3 to the Company’s
Form 10-Q for the quarter ended July 31, 2004, and filed September 8, 2004.
10.2d* Form of Restricted Stock Agreement (for employee grants commencing 2008) under the Brown Shoe Company, Inc. Incentive
and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.5d(1) to the Company’s Form 10-K for
the year ended January 31, 2009, and filed March 31, 2009.
10.2e* Form of Restricted Stock Award Agreement for non-employee director awards (for grants commencing May 2008) under
the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to
Exhibit 10.5e to the Company’s Form 10-K for the year ended January 31, 2009, and filed March 31, 2009.
10.3a* Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2011, incorporated herein by reference to Exhibit A to
the Company’s definitive proxy materials filed with the Securities and Exchange Commission on Schedule 14A on April 15, 2011.
10.3b(1)* Form of Performance Award Agreement (for 2011-2013 performance period) under the Brown Shoe Company, Inc. Incentive
and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.5 to the Company’s Form 10-Q for the
quarter ended April 30, 2011 and filed June 9, 2011.
10.3(b)(2)* Form of Performance Award Agreement (for 2012-2014 performance period) under the Brown Shoe Company, Inc. Incentive
and Stock Compensation Plan of 2011, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the
quarter ended July 28, 2012, and filed September 5, 2012.
10.3(b)(3)* Form of Performance Award Agreement (for 2013-2015 performance period) under the Brown Shoe Company, Inc. Incentive
and Stock Compensation Plan of 2011, incorporated herein by reference to Exhibit 10.3(b)(3) to the Company’s Form 10-K for
the year ended February 2, 2013, and filed April 2, 2013.