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As Of Filer Filing For·On·As Docs:Size 9/08/04 Brown Shoe Co Inc 10-Q 7/31/04 8:439K |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 393K 2: EX-10.2 Form of Performance Share Award Agreement HTML 18K 3: EX-10.3 Form of Non-Qualified Stock Option Plan Award Agmt HTML 20K 4: EX-10.4 Form of Incentive Option Agreement HTML 20K 5: EX-10.5 Form of Restricted Stock Agreement HTML 9K 6: EX-31.1 Certification of the Chief Executive Officer - HTML 10K Section 302 7: EX-31.2 Certification of the Chief Financial Officer - HTML 10K Section 302 8: EX-32.1 Section 906 of the Sarbanes-Oxley Act of 2002 HTML 8K
BROWN SHOE COMPANY, INC.
INCENTIVE AND STOCK COMPENSATION PLAN OF 2002
NON-QUALIFIED STOCK OPTION PLAN AGREEMENT
BROWN SHOE COMPANY, INC., a New York corporation (the "Company"), and ________________________________ (the "Optionee") hereby agree as follows:
Section 1. Grant of Option.
In conformity with the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002 ("Plan") and pursuant to action of the Compensation Committee charged with the administration thereof, the Company has granted to the Optionee on March 4, 2004 ("Date of Grant"), subject to the conditions and limitations hereinafter stated in this Agreement, the option to purchase at the price specified in Section 2 hereof, up to _______ shares of the Common Stock of the Company reserved for options under the Plan during a period commencing one (1) year after the Date of Grant and ending ten (10) years after the Date of Grant as follows:
The purchase price per share of Common Stock shall be $39.01.
Section 3. Conditions and Limitations on Right To Exercise Option .
Notwithstanding the provisions of Section 1 hereof:
Section 4. Method of Exercise of Option and Payment of Option Price.
- Time for Exercise. This option may not, in any event, be exercised prior to the commencement of the second (2nd) year after the Date of Grant or after the expiration of ten (10) years from the Date of Grant.
- Exercise While on Leave of Absence. This option may not be exercised by the Optionee while on a leave of absence until he has returned to active employment with the Company, unless such exercise is expressly approved in writing by the Compensation Committee.
- Exercise if No Longer an Employee.
- Termination. Except as set forth in (2) below, the option herein granted must be exercised by the Optionee only while he is an employee of the Company or one of its subsidiaries (as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code)), or within sixty (60) days after termination as an employee, but no later than ten (10) years from the Date of Grant.
- Death. If the Optionee dies while employed by the Company or one of its subsidiaries or dies within sixty (60) days after termination of such employment, his option may be exercised to the extent the Optionee was entitled to exercise it at the date of his death, by a legatee or legatees of the Optionee under his last will, or by his personal representatives or distributees at any time within one (1) year after his death, but not after ten (10) years from the Date of Grant.
Section 5. Delivery of Shares.
- Exercise. The option herein granted may be exercised (in whole or in part) at any time or from time to time after the right to exercise said option arises and before termination of said right, by delivering to the Treasurer of the Company or by sending by registered mail, postage prepaid, to the Company for the attention of the Treasurer (i) a written request designating the number of shares of Common Stock to be purchased, signed by the Optionee or the purchaser acting under Section 3(c)(2) hereof, and (ii) payment to the Company of the full purchase price of the shares of Common Stock with respect to which the option is exercised.
- Payment. The purchase price is to be paid in full upon the exercise of an option, either (i) in cash, or (ii) in the discretion of the Compensation Committee, by the tender (either actual or by attestation) to the Company of shares of the Common Stock owned by the Optionee and registered in his name having a fair market value equal to the cash exercise price of the option being exercised, with the fair market value of such stock to be determined in such appropriate manner as may be provided by the Compensation Committee or as may be required in order to comply with, or to conform to the requirements of, any applicable law or regulation, or (iii) in the discretion of the Compensation Committee, by any combination of the payment methods specified in clauses (i) and (ii) hereof, or (iv) cashless exercise as permitted under Federal Reserve Board's Regulation T, subject to applicable securities law restrictions; provided, however, that no shares of Common Stock may be tendered in exercise of an option if such shares have not been held by the Optionee for at least six months. The proceeds of sale of stock subject to option are to be added to the general funds of the Company or to the shares of the Common Stock held in treasury and used for the corporate purposes of the Company, as the Board of Directors shall determine.
The Company shall not be required to issue or deliver any certificates for shares of Common Stock, pursuant to the exercise of this option, prior to (i) the admission of such shares to listing on any stock exchange on which the Company's Common Stock may then be listed, (ii) the completion of any registration and/or qualification of such shares under any state or federal laws or rulings or regulations of any governmental regulatory body, which the Company shall determine to be necessary or advisable, or (iii) if the Company so requests, the filing with the Company by the Optionee or the purchaser acting under Section 3(c)(2) hereof of a representation in writing that at the time of such exercise, it is his present intention to acquire the shares being purchased for investment and not for resale or distribution.
Section 6. Conditions to Exercise of Option.
BROWN SHOE COMPANY, INC. | |
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Andrew M. Rosen | |
Chief Financial Officer and Treasurer | |
ACKNOWLEDGED AND ACCEPTED; | |
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Optionee |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/8/04 | |||
For Period End: | 7/31/04 | |||
3/4/04 | 4 | |||
List all Filings |
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