Exhibit 10.2
RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT, made as of the ____ day of _______, 2007, by and between Brown
Shoe Company, Inc., a New York corporation (hereinafter referred to as the “Company”), and «First_Name»
«Middle» «Last» (hereinafter referred to as the “Director”);
WITNESSETH THAT:
WHEREAS, the Company desires to grant to the Director a restricted stock unit award of
1,500 Restricted Stock Units (“RSUs”) under the terms hereinafter set forth:
NOW, THEREFORE, in consideration of the premises, and of the mutual agreements
hereinafter set forth, it is covenanted and agreed as follows:
1. Terms of Award . Pursuant to action of the Board of Directors of the Company
taken, upon the recommendation of the Governance and Nominating Committee, Company awards _____ RSUs
(“Award”) to the Director on ______, 2007 (“Date of Award”). Each RSU entitles the Director to receive in
cash the fair market value of one (1) share of the common stock of the Company (“Common Stock”) with the
vesting of such Award contingent upon the Director’s continued service as a director of the Company for a
period of one year after the Date of Award. For purposes of this Agreement, “fair market value” as of a given
date means the mean between the high and low selling prices on the New York Stock Exchange of Common
Stock on such given date. In the absence of actual sales on a given date, “fair market value” means the mean
between the high and low selling prices on the New York Stock Exchange of Common Stock on the last day
preceding such given date on which a sale of the Common Stock occurred. The Units will be settled in cash as
of the date the Director’s service as a director terminates. Payment shall be made as soon as administratively
practicable after the termination date.
2. Ownership Rights . Director has no voting or other ownership rights in the
Company arising from the grant of the RSUs under this Agreement.
3. Divi