Famous Footwear 2014 Annual Report Download - page 86

2014 BROWN SHOE COMPANY, INC. FORM 10-K 85
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 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 March 23, 2015, incorporated herein by reference to Exhibit 3.1 to the Company’s
Form 8-K dated and filed March 24, 2015.
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.
= 4.2c First Supplemental Indenture for the 7.125% Senior Notes due 2019, dated as of February 1, 2015 among Brown Shoe Company, Inc.,
the subsidiary guarantors set forth therein, and Wells Fargo Bank, National Association, as trustee, filed herewith.
10.1 Fourth Amended and Restated Credit Agreement, dated as of December 18, 2014 (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 Bank,
National Association, as syndication agent, JPMorgan Chase Bank, N.A. and SunTrust Bank, 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 December 19, 2014.
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 grants prior to May 2008) under the Brown Shoe Company, Inc.
Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.3 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.
10.3(b)(1)* 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)(2)* 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.
10.3(b)(3)* Form of Performance Award Agreement (for 2014-2016 performance period) under the Brown Shoe Company, Inc. Incentive
and Stock Compensation Plan of 2011, incorporated herein by reference to Exhibit 10.3(b)(4) to the Company’s Form 10-K
for the year ended February 1, 2014, and filed April 1, 2014.