Summary of Incentive Award Levels and Performance Goals for Named Executive Officers of Brown Shoe Company, Inc.

Summary

This document outlines the incentive award structure for the named executive officers of Brown Shoe Company, Inc. for 2006. It specifies the minimum, target, and maximum cash incentive awards as percentages of each executive's base salary, based on the achievement of company-wide and divisional financial goals, as well as individual objectives. The plan is designed to reward executives if certain earnings and gross margin targets are met during the year.

EX-10.3 4 bws8k030806ex10_3.htm EXHIBIT 10.3 - SUMMARY OF THE AWARD LEVELS AND PERFORMANCE GOALS FOR THE NAMED EXECUTIVE OFFICERS Exhibit 10.3 - Summary of the Award Levels and Performance Goals for the Named Executive Officers

Exhibit 10.3

Summary of the Award Levels and Performance Goals

for the Named Executive Officers

of Brown Shoe Company, Inc.

	Incentive Award as a Percentage of Base Salary ⁽¹⁾
Name and Title of Executive Officer	Minimum	Target	Maximum
Ronald A. Fromm Chairman of the Board and Chief Executive Officer	0%	80%	160%
Diane M. Sullivan President	0	70	140
Joseph W. Wood President, Famous Footwear	0	65	130
Gary M. Rich President, Brown Shoe Wholesale	0	60	120
David H. Schwartz Executive Counsel to the Chairman	0	60	120
Andrew M. Rosen Senior Vice President and Chief Financial Officer	0	65	130

⁽¹⁾

The 2006 annual incentive plan provides for cash incentive payments linked to the achievement of financial objectives as measured by the earnings performance of the Company and/or the earnings and gross margin performance of the Company’s operating divisions, as compared to targeted levels, as well as individual objectives.