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Exhibit 10.1 Early Retirement Agreement - Andrew M. Rosen

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EXHIBIT 10.1






EARLY RETIREMENT AGREEMENT







THIS EARLY RETIREMENT AGREEMENT (the " Agreement" ), is made and entered into as of the 9th day of October, 2006 (the " Effective Date" ), by and between BROWN SHOE COMPANY, INC., a New York corporation (the " Company" ), and ANDREW M. ROSEN (" Executive" ).



WITNESSETH THAT:



WHEREAS, Executive currently serves as Executive Vice President and Chief Financial Officer of the Company;



WHEREAS, Executive wishes to voluntarily retire as an employee of the Company effective on such date as is mutually agreeable to the Company and Executive, but no later than February 3, 2007 (the " Retirement Date" );



WHEREAS, the Company desires to set forth the terms under which Executive' s duties will be transitioned in an orderly fashion;



WHEREAS, Executive possesses skills and leadership experience which the Company wishes to call upon from time to time during the time period following his Retirement Date until January 31, 2009 (the " Advisory Period" ); and



WHEREAS, Executive is willing to provide his skills and the benefit of his leadership from time to time during the Advisory Period.



NOW, THEREFORE, in consideration of the mutual undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:



1. Duties Until Retirementnone . Executive shall continue in his current role as Executive Vice President and Chief Financial Officer until the earlier of the Retirement Date or the date the Company hires an individual to fill the Executive' s role. If the Company retains such an individual before the Retirement Date, Executive shall remain an employee of the Company until the Retirement Date in the capacity of a senior advisor. Notwithstanding anything herein to the contrary, if Executive voluntarily terminates his employment before the Retirement Date or is terminated for cause before the Retirement Date, Executive (or his beneficiaries or estate) shall not be entitled to receive any of the payments or benefits described in Sections 3 through 9 below. For purposes of this section, the term " cause" means (a) engaging by Executive in willful misconduct which is materially injurious to the Company; (b) conviction of Executive of a felony; (c) engaging by Executive in fraud, material dishonesty or gross misconduct in connection with the business of the Company; (d) engaging by Executive in any act of moral turpitude reasonably likely to materially and adversely affect the Company or its business; (e) engaging by Executive in the illegal use of a controlled substance or using prescription medications unlawfully; or (f) abuse by Executive of alcohol.









2. Duties Following Retirement Datenone . It is anticipated that the Chief Executive Officer and other officers of the Company may from time to time request Executive to provide his skills and leadership to support the Company during the Advisory Period. Without limiting the foregoing, Executive will be expected to advise the Company' s Investment Committee, which currently meets quarterly, assist in the defense of any litigation against the Company and/or prosecution of any claims by the Company, participate in the preparation of the annual report, proxy, financial statements, and other documents relating to the Company' s fiscal year ending February 3, 2007, and provide financial and investor relations consulting as required. Executive shall not be required to hold himself available for the performance of these services at any fixed time, but shall be available on a reasonable basis. Executive' s presence shall not be required at any particular office or place in order to render the services unless such services could not reasonably be performed in another location or by telephone or letter. For purposes of this Agreement, available on a reasonable basis shall mean, for each 12-month period during the Advisory Period, either (i) up to a total of 100 days or (ii) eight days per month during each month of such 12-month period. Notwithstanding the foregoing, Executive will not be required to perform the services described in this Section during any period in which he is disabled as defined in the Company' s long-term disability plan. The Company will reimburse Executive for his reasonable expenses associated with performing these services.



3. Payments to Executivenone . Subject to the next sentence, the Company shall pay Executive an amount equal to (a) $9,600 per week during the time period beginning with the Retirement Date until February 3, 2007, and (b) $110,416.67 per month, payable on the first day of each calendar month, from February 3, 2007 through the end of the Advisory Period. In order to comply with Section 409A of the Internal Revenue Code of 1986, as amended, all payments due during the first six months following the Retirement Date shall be paid in a single lump sum on the date that is six months and one day following the Retirement Date, with interest added at the rate of 5.43% per annum from the date payments would have been made under the preceding sentence.



4. Fiscal 2006 Annual Bonusnone . The Company shall pay Executive, on the date that is six months and one day following the Retirement Date, the 2006 fiscal year annual bonus that the Company would have paid Executive in March 2007 but for the fact that he will no longer be an employee of the Company when the bonus would have been paid.



5. Pension Benefitsnone . As of the Retirement Date, pension payments to which Executive is entitled under the Brown Shoe Company, Inc. Retirement Plan and the Brown Shoe Company, Inc. Executive Retirement Plan (the " SERP" ) shall be determined, and paid, in accordance with the terms of the plans, except that, solely for purposes of calculating retirement benefits under the SERP, (a) Executive shall receive service credit through the end of the Advisory Period and will be assumed to be age 58 as of the Retirement Date, (b) with respect to the additional years of service credited, Executive shall be assumed to have earned $825,000 in eligible compensation per year, and (c) a discount rate of 4.68% shall be used to calculate the present value of his SERP benefit.









6. Non-Vested Restricted Stock and Stock Optionsnone . Any of Executive' s options or restricted stock that have not vested as of the Retirement Date shall be forfeited on such Retirement Date in accordance with the terms of such awards.



7. Medical and Dental Benefitsnone . The Company shall provide to Executive and his eligible dependents for a period of 18 months after the Retirement Date medical and dental coverage under the Company' s medical and dental plans, without any cost to Executive in excess of any employee contribution that would be payable by Executive if Executive remained employed by the Company; provided, however, that if Executive becomes employed with another employer during such 18-month period and is eligible to receive medical and/or dental coverage under another employer-provided plan, the medical and/or dental coverage described herein shall terminate. In addition, on the last day of such 18-month period, if medical and/or dental coverage has not previously terminated, the Company shall pay to the Executive an amount in cash equal to the aggregate amount above the employee contribution that would be payable by the Company for such medical and dental coverage (using the COBRA rate) during the then remaining period of time during the Advisory Period.



8. Perquisitesnone . The Company shall pay Executive' s regular, monthly dues to the St. Louis Club during the Advisory Period. The Company shall pay Executive $2,000 on August 6, 2007 and $2,000 on April 1, 2008 to compensate him for any expenses for financial planning and/or tax preparation services that Executive may incur.



9. Deathnone .





(a) In the event of the death of Executive on or before the Retirement Date, the Company shall pay the Executive' s beneficiary or estate only those amounts that would otherwise be payable upon his death as an employee. For the avoidance of doubt, neither the Executive, the Executive' s beneficiary, nor his estate will be entitled to any amounts described in this Agreement upon Executive' s death before the Ret
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