0000950152-08-010673 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 23rd, 2008 • Collective Brands, Inc. • Retail-shoe stores • Delaware

This AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (this “Agreement”), is entered into as of the 19 day of December, 2008 (the “Agreement Date”), by and between COLLECTIVE BRANDS, INC., a Delaware corporation (the “Company”), and MATTHEW E. RUBEL (the “Executive”).

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AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 23rd, 2008 • Collective Brands, Inc. • Retail-shoe stores

AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT (“Amendment”), executed and effective as of December 19, 2008 by and between COLLECTIVE BRANDS, INC., formerly known as Payless ShoeSource, Inc., a Delaware corporation (“CBI”), and (“Executive”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2008 • Collective Brands, Inc. • Retail-shoe stores

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment”), executed and effective as of December ___, 2008 by and between COLLECTIVE BRANDS, INC., formerly known as Payless ShoeSource, Inc., a Delaware corporation (“CBI”), and (“Executive”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2008 • Collective Brands, Inc. • Retail-shoe stores

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment”), executed and effective as of December 19, 2008 by and between PAYLESS SHOESOURCE, INC., a Missouri corporation (“PSS”), and LUANN VIA (“Executive”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 23rd, 2008 • Collective Brands, Inc. • Retail-shoe stores • Delaware

This CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made and entered into effective as of the 30th day of December , 2008 (the “Agreement Effective Date”), by and between Collective Brands, Inc., a Delaware corporation (the “Company”), and Douglas G. Boessen (the “Executive”).

Betty J. Click Senior Vice President Human Resources December 19, 2008 Matthew E. Rubel 2100 W. 59th Street Mission Hills, KS 66208-1110 Re: Employment Agreement Amended and Restated Dear Matt:
Waiver and Release • December 23rd, 2008 • Collective Brands, Inc. • Retail-shoe stores • Kansas

This is your Employment Agreement with Collective Brands, Inc., a Delaware corporation (the “Company”). It sets forth the terms of your employment with the Company and its affiliates from time to time (together, the “Group”).

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