Exhibit (10) (k)
SEVERANCE AGREEMENT (the "Agreement") dated October 5, 2000 ("Effective Date") between
Charles C. Gillman ("Employee") and Brown Shoe Company, Inc., a New York corporation (as further defined
in Section 13, the "Company").
WHEREAS, in order to accomplish its objectives, the Company believes it is essential that members of
its Operating Committee, such as Employee, be encouraged to remain with the Company during management
transition and thereafter and in the event there is any change in corporate structure which results in a Change in
WHEREAS, Employee wishes to have the protection provided for in this Agreement and, in exchange
for such protection, is willing to give to the Company, under certain circumstances, his covenant not to compete.
WHEREAS, the Company and Employee desire to amend and restate the Severance Agreement dated
December 1, 1999.
NOW, THEREFORE, the parties amend and restate the Severance Agreement dated December 1,
1999, hereto agree as follows:
a. "Cause" means (i) engaging by Employee in willful misconduct which is materially injurious to
the Company; (ii) conviction of the Employee of a felony; (iii) engaging by Employee in fraud,
material dishonesty or gross misconduct in connection with the business of the Company; (iv)
engaging by Employee in any act of moral turpitude reasonably likely to materially and adversely
affect the Company or its business; or (v) habitual use by Employee of narcotics or alcohol.
b. "Change of Control" means (i) any person other than the Company acquiring more than 25
percent of the Company's Common Stock through a tender offer, exchange offer or otherwise; (ii)
the liquidation or dissolution of the Company following the sale of all or substantially all of its assets;
or (iii) the Company not being the surviving parent corporation resulting from any merger or
consolidation to wh