Payless Shoesource Inc Sample Contracts

Payless Shoesource Inc /Mo/ – DEFERRED COMPENSATION PLAN (October 17th, 2003)

EXHIBIT 10.14 PAYLESS SHOESOURCE, INC. DEFERRED COMPENSATION PLAN FOR NON-MANAGEMENT DIRECTORS AS AMENDED SEPTEMBER 18, 2003 PAYLESS SHOESOURCE, INC. DEFERRED COMPENSATION PLAN FOR NON-MANAGEMENT DIRECTORS SECTION 1. PURPOSE. The purpose of this Plan is to provide an opportunity for Non-Management Directors of Payless ShoeSource, Inc. to defer all or a portion of their Initial Grant and Annual Retainer(s) under the Restricted Stock Plan as well as cash compensation (stock or cash) for service on the Board. SECTION 2. DEFINITIONS. a. Annual Retainer means the annual grant of restricted Stock under the Restricted Stock Plan for Non-Management Directors of Payless ShoeS

Payless Shoesource Inc /Mo/ – EMPLOYMENT AGREEMENT (October 2nd, 2003)

EXHIBIT 10.23 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into on the 1st day of October, 2003, (the "Restatement Effective Date"), by and between PAYLESS SHOESOURCE, INC., a Delaware corporation ("Payless"), and Steven J. Douglass ("Executive"). In consideration of mutual promises and agreements set forth in this Employment Agreement, Payless and Executive agree as follows: 1. (a) Payless agrees to employ Executive, and Executive agrees to render personal services to Payless, as Chairman of the Board of Directors (the "Board") and Chief Executive Officer of Payless ShoeSource, Inc., for the period commencing on the Restatement Effective Date of this Employment Agreement through May 31, 2007 (the "Initial Term"). Commencing on June 1, 2006, the Initial Term will be automatically extended each day by one day, until

Payless Shoesource Inc /Mo/ – 1996 STOCK INCENTIVE PLAN (October 2nd, 2003)

Exhibit 10.5 PAYLESS SHOESOURCE, INC. 1996 STOCK INCENTIVE PLAN AMENDED SEPTEMBER 18, 2003 1996 STOCK INCENTIVE PLAN I. GENERAL 1. PURPOSE. The purpose of the Plan is to aid the Company and its Subsidiaries in attracting, retaining, and motivating management employees. 2. DEFINITIONS. Whenever used herein, the following terms shall have the meanings set forth below: (a) "Board" means the Board of Directors of the Company. (b) "Code" means the Internal Revenue Code of 1986, as amended. (c) "Committee" means a committee designated by the Board, which shall consist of not less than two members of the Board who shall be appointed by and serve at the pleasure of the Board and who shall be "non-employee directors" within the meaning of Rule 16b-3 of th

Payless Shoesource Inc /Mo/ – CHANGE OF CONTROL AGREEMENT (October 2nd, 2003)

EXHIBIT 10.24 CHANGE OF CONTROL AGREEMENT This AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (this "Agreement"), is restated as of the 1st day of October, 2003, (the "Restatement Effective Date") by and between Payless ShoeSource, Inc., a Delaware corporation (the "Company"), and Steven J. Douglass (the "Executive"). WHEREAS, the Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attent

Payless Shoesource Inc /Mo/ – INDEMNIFICATION AGREEMENT (October 2nd, 2003)

EXHIBIT 10.25 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of the 1st day of October, 2003, between Payless ShoeSource, Inc., a Delaware corporation (the "Company") and Steven J. Douglass (the "Indemnitee"). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; and WHEREAS, Indemnitee is a director or officer of the Company; and WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and WHEREAS, basic protection against undue risk of personal liability of directors and officers heretofore has been provided through insurance coverage providing reasonable protection at reasonable cost, and Indemn

Payless Shoesource Inc /Mo/ – SUPPLEMENTARY RETIREMENT PLAN (October 2nd, 2003)

Exhibit 10.9 PAYLESS SHOESOURCE, INC. SUPPLEMENTARY RETIREMENT PLAN AS AMENDED SEPTEMBER 18, 2003 TABLE OF CONTENTS Section 1. Definitions......................................................................................1 1.1 Act............................................................................................1 1.2 Actuarial Equivalent...........................................................................1 1.3 Annual Compensation............................................................................1 1.4 Annual Estimated Social Security Benefits......................................................1 1.5 Annual Minimum Benefit A

Payless Shoesource Inc /Mo/ – EMPLOYMENT AGREEMENT (April 12th, 1999)

1 EXHIBIT 10.22 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into on the 27th day of January, 1999, by and between PAYLESS SHOESOURCE, INC. ("Payless") and Ken C. Hicks ("Executive"). In consideration of mutual promises and agreements set forth in this Employment Agreement, Payless and Executive agree as follows: 1. (a) Payless agrees to employ Executive, and Executive agrees to render personal services to Payless, for the period commencing on the date Executive is placed on the payroll of Payless( the "Hire Date") through April 30, 2002 (the "Contract Term") as President of Payless ShoeSource, Inc. and/or to perform such other executive duties as may from time to time be required of Executive by Payless. Executive agrees to resign from membership on the Board of Directors of Payless and any of its subsidiaries if Executive should no longer be serving as President

Payless Shoesource Inc – MULTICURRENCY CREDIT AGREEMENT (April 21st, 1998)

1 EXHIBIT 10.3 ================================================================================ $200,000,000 MULTICURRENCY CREDIT AGREEMENT DATED AS OF APRIL 22, 1996 AMONG PAYLESS SHOESOURCE, INC., BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS AGENT, THE BANK OF NEW YORK AND THE FIRST NATIONAL BANK OF CHICAGO, AS CO-AGENTS, AND THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO ARRANGED BY BA SECURITIES, INC.

Payless Shoesource Inc – DEFERRED COMPENSATION PLAN (April 21st, 1998)

1 EXHIBIT 10.12 PAYLESS SHOESOURCE, INC. DEFERRED COMPENSATION PLAN LAST AMENDED MARCH 19, 1998 2 PAYLESS SHOESOURCE, INC. DEFERRED COMPENSATION PLAN SECTION 1. PURPOSE. The purpose of this Plan is to provide an additional incentive to the key employees of Payless ShoeSource, Inc. to achieve superior performance. SECTION 2. DEFINITIONS. (a) Board means the Board of Directors of Payless, as hereinafter defined. (b) Committee means the Committee appointed to administer the Plan, as hereinafter defined, as provided in Section 8 hereof. (c) Common Stock means the Common Stock of Payless, as hereinafter defined. (d) Corporation means Payless, as hereinafter defined, or any subsidiary of Payless which is an employer of an Executive, as hereinafter defined, who is a Participa

Payless Shoesource Inc – 1996 STOCK INCENTIVE PLAN (April 21st, 1998)

1 EXHIBIT 10.5 PAYLESS SHOESOURCE, INC. 1996 STOCK INCENTIVE PLAN EFFECTIVE MAY 4, 1996 LAST AMENDED MARCH 19, 1998 2 1996 STOCK INCENTIVE PLAN I. GENERAL 1. PURPOSE. The purpose of the Plan is to aid the Company and its Subsidiaries in attracting, retaining, and motivating management employees. 2. DEFINITIONS. Whenever used herein, the following terms shall have the meanings set forth below: a. "Board" means the Board of Directors of the Company. b. "Code" means the Internal Revenue Code of 1986, as amended. c. "Committee" means a committee designated by the Board, which shall consist of not less than two members of the Board who s

Payless Shoesource Inc – 1996 STOCK INCENTIVE PLAN (December 8th, 1997)

Exhibit 10.5 PAYLESS SHOESOURCE, INC. 1996 STOCK INCENTIVE PLAN Effective May 4, 1996 Last Amended July 17, 1997 1996 STOCK INCENTIVE PLAN I. GENERAL 1. Purpose. The purpose of the Plan is to aid the Company and its Subsidiaries in attracting, retaining, and motivating management employees. 2. Definitions. Whenever used herein, the following terms shall have the meanings set forth below: a. "Board" means the Board of Directors of the Company. b. "Code" means the Internal Revenue Code of 1986, as amended. c. "Committee" means a committee designated by the Board, which shall consist of not less than two members of the Board who shall be appointed by and serve at the pleasure of the

Payless Shoesource Inc – EXECUTIVE INCENTIVE COMPENSATION PLAN (December 8th, 1997)

Exhibit 10.17 PAYLESS SHOESOURCE, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN FOR BUSINESS UNIT MANAGEMENT This document constitutes and sets forth the terms of the Payless ShoeSource, Inc. Executive Incentive Compensation Plan for Business Unit Management. Section 1. Purposes of the Plan. The purposes of the Plan are (i) to provide a means to attract, retain and motivate talented personnel and (ii) to provide to participating management employees added incentive for high levels of performance and for additional effort to improve the financial performance of the Company and of their business units. Section 2. Definitions. Whenever used herein, the following terms shall have the following meanings: (a) "Annual Award" means, for a Participant for a Fiscal Year, the product of the Participant's Minimum Annual Compensation for such Fi

Payless Shoesource Inc – RESTRICTED STOCK PLAN FOR NON-MANAGEMENT DIRECTORS (December 8th, 1997)

Exhibit 10.8 RESTRICTED STOCK PLAN FOR NON-MANAGEMENT DIRECTORS Effective May 4, 1996 Last Amended July 17, 1997 RESTRICTED STOCK PLAN FOR NON-MANAGEMENT DIRECTORS Effective May 4, 1996 I. GENERAL 1. Purpose. The purpose of the Plan is to provide certain compensation to eligible directors of the Corporation and to encourage the highest level of performance of non-management directors by providing those directors with a proprietary interest in the Corporation's success and progress by granting them shares of the Corporation's common stock which are restricted in accordance with the terms and conditions set forth below. 2. Definitions. Whenever used herein, the following terms shall have the meanings set forth below: (a) "Annual Retainer" means an annual grant of restricted Stock to an

Payless Shoesource Inc – DEFERRED COMPENSATION PLAN (December 8th, 1997)

Exhibit 10.16 PAYLESS SHOESOURCE, INC. DEFERRED COMPENSATION PLAN FOR NON-MANAGEMENT DIRECTORS Effective July 17, 1997 PAYLESS SHOESOURCE, INC. DEFERRED COMPENSATION PLAN FOR NON-MANAGEMENT DIRECTORS Section 1. Purpose. The purpose of this Plan is to provide an opportunity for Non- Management Directors of Payless ShoeSource, Inc. to defer all or a portion of their Initial Grant and Annual Retainer(s) under the Restricted Stock Plan, as well as cash compensation for service on the Board. Section 2. Definitions. (a) Annual Retainer means the annual grant of restricted Stock under the Restricted Stock Plan for Non-Management Directors of Payless ShoeSource, Inc. and any annual award of cash compensation payable for service on the B