SEVERANCE AGREEMENT (the "Agreement") dated December 1, 1999 ("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.
NOW, THEREFORE, the parties 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 which it has been a party.
c. "Competitor" shall mean any person, firm, corporation, partnership or other entity which in its prior fiscal year
had annual gross sales volume or revenues of shoes of more than $20,000,000 or is reasonably expected to have
such sales or re