Famous Footwear 2010 Annual Report Download - page 117

Brown Shoe Company, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105
Attention: General Counsel
If to Employee:
Mark D. Lardie
___________________
___________________
Any party may change the address to which notices are to be addressed by giving the other party written notice in the manner herein set forth.
12.3 .
(a) Brown Shoe shall require any successor to all or substantially all of the business and/or assets of the Company (whether such
succession is direct or indirect, by purchase, merger, consolidation or otherwise), prior to or upon such succession, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. To
the extent such transaction constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets
of the Company under Code Section 409A and the regulations thereunder, failure of Brown Shoe to obtain such agreement upon or prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle Employee to benefits from the Company in the same amounts and on the same terms
as Employee would be entitled hereunder if Employee’s employment was terminated without Cause within twenty-four (24) months after a Change of
Control. For purposes of the preceding sentence, the date on which any such succession becomes effective shall be deemed the Termination Date.
(b) Brown Shoe shall also have the right, but not the obligation, to assign this Agreement, without Employee’s consent, to any successor to
all or substantially all of the business and/or assets of a Business Unit for which Employee performs substantially all of Employee’s duties (whether such
succession is direct or indirect, by purchase, merger, consolidation or otherwise). In the event, and only in the event, Brown Shoe elects to assign this
Agreement to such successor of a Business Unit, a Change of Control will be deemed to have occurred and Brown Shoe shall require such successor to
expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if
no such succession had taken place. No Change of Control shall be deemed to have occurred if Brown Shoe does not elect to assign this Agreement to such
successor of a Business Unit.
(c) This Agreement is personal to Employee and Employee may not assign or delegate any part of Employee’s rights or duties hereunder to
any other person, except that this Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives, executors, administrators,
heirs and beneficiaries.
12.4 . If and to the extent that any Section, term and/or provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable under applicable law, then such Section(s), term(s) and/or provision(s) shall not be void but instead shall be
modified and, to the maximum extent permissible under applicable law, enforced.
12.5 . The headings in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning
or interpretation of this Agreement.
12.6 . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
12.7 . Neither any course of dealing nor any failure or neglect of either party hereto in any instance to exercise any right, power or
privilege hereunder or under law shall constitute a waiver of such right, power or privilege or of any other right, power or privilege or of the same right,
power or privilege in any other instance. Without limiting the generality of the foregoing, Employee’s continued employment without objection shall not
constitute Employee’s consent to, or a waiver of Employee’s rights with respect to, any circumstances constituting Good Reason. All waivers by either party
hereto must be contained in a written instrument signed by the party to be charged therewith, and, in the case of the Company, by its duly authorized officer.
12.8 This instrument constitutes the entire agreement of the parties in this matter and shall supersede any other
agreement between the parties, oral or written, concerning the same subject matter.
12.9 . Subject to Section 12.44, no modification, amendment or waiver of any of the provisions of this Agreement shall be
effective unless in writing specifically referring hereto, and signed by the parties hereto.
12.10 . In light of Company’s and Employee’s substantial contacts with the State of Missouri, the facts that the Company
is headquartered in Missouri and Employee resides in and/or reports to Company management in Missouri, the parties’ interests in ensuring that disputes
regarding the interpretation, validity and enforceability of this Agreement are resolved on a uniform basis, and Brown Shoe’s execution of, and the making
of, this Agreement in Missouri, the parties agree that: (i) any litigation involving any noncompliance with or breach of the Agreement, or regarding the
interpretation, validity and/or enforceability of the Agreement, shall be filed and conducted exclusively in the state courts in St. Louis County, Missouri, or
the U.S. District Court for the Eastern District of Missouri; and (ii) this Agreement shall be interpreted in accordance with and governed by the laws of the
State of Missouri, without regard for any conflict of law principles. Employee agrees that Employee under no circumstances will, either alone or in
conjunction with anyone else, file or pursue any such litigation other than in such state or federal courts in Missouri, and Employee hereby consents and
agrees that any such litigation filed in any other court(s) shall be dismissed and that Employee may be enjoined from filing and/or pursuing any such