AMENDMENT NO. 1 TO SEVERANCE COMPENSATION AGREEMENT

 

                                                                   Exhibit 10(w)

               AMENDMENT NO. 1 TO SEVERANCE COMPENSATION AGREEMENT

     THIS AMENDED AGREEMENT, dated as of January 26, 1994, is between THE UNITED
STATES SHOE CORPORATION, an Ohio corporation (the "Company") and NOEL E. HORD
(the "Executive").

     The Company and Executive have previously executed the Severance
Compensation Agreement dated as of January 24, 1994 (the "Agreement"), and the
Board of Directors has determined that it is appropriate to amend such Agreement
in certain respects.  The Agreement is hereby amended by deleting Section 1 and
inserting a new Section 1, as follows:

     1.   TERM.  This Agreement shall terminate, except to the extent that any
obligation of the Company hereunder remains unpaid as of such time, upon the
earliest of (i) June 30 of any year after 1995, provided that either party has
given at least 60 days prior written notice to the other party of its or his
intention to terminate this Agreement under this clause (i); (ii) the
termination of the Executive's employment with the Company based on death,
Disability (as defined in Section 3(b)), Retirement (as defined in Section 3(c))
or Cause (as defined in Section 3(d)); or by the Executive other than for Good
Reason (as defined in Section 3(e)); and (iii) two years from the date of a
Change in Control of the Company if the Executive has not terminated his
employment for Good Reason as of such time.

     Except as amended above, the Agreement will continue in full force and
effect.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                        THE UNITED STATES SHOE CORPORATION
ATTEST:

/s/ James J. Crowe                      /s/ K. Brent Somers
- - - - - - -------------------------------         ----------------------------------
James J. Crowe, Secretary               K. Brent Somers
                                        Vice President-Finance

                                        EXECUTIVE

                                        /s/ Noel E. Hord
                                        ----------------------------------
                                        Noel E. Hord

                                                        Exhibit 10(w), continued

                        SEVERANCE COMPENSATION AGREEMENT

          THIS AGREEMENT, dated as of January 24,1994, is between THE UNITED
STATES SHOE CORPORATION, an Ohio corporation (the "Company"), and NOEL E. HORD,
whose address is 7600 Foxgate Lane, Cincinnati, Ohio  45243 (the "Executive").

          The Company's Board of Directors has determined that it is appropriate
to reinforce and encourage the continued attention and dedication of members of
the Company's management, including the Executive, to his assigned duties
without distraction in potentially disturbing circumstances arising from the
possibility of a Change in Control of the Company.

          This Agreement sets forth the severance compensation which the Company
agrees it will pay to the Executive under one of the circumstances described
herein following a Change in Control of the Company (as defined herein).

          1.  TERM.  This Agreement shall terminate, except to the extent that
any obligation of the Company hereunder remains unpaid as of such time, upon the
earliest of (i) June 30 of any year after 1993, provided that either party has
given at least 60 days' prior written notice to the other party of its or his
intention to terminate this Agreement under this clause (i); (ii) the
termination of the Executive's employment with the Company based on death,
Disability (as defined in Section 3(b)) Retirement (as defined in Section 3(c))
or Cause (as defined in Section 3(d) or by the Executive other than for Good
Reason (as defined in Section 3(e)); and (iii) two years from the date of a
Change in Control of the Company if the Executive has not terminated his
employment for Good Reason as of such time.

          2.  CHANGE IN CONTROL.  No compensation shall be payable under this
Agreement unless and until (a) there shall have been a Change in Control of the
Company while the Executive is still an employee of the Company and (b) the
Executive either shall be employed by the Company on the date six months
following the Change in Control of the Company or the Executive's employment by
the Company shall have been terminated in accordance with Section 3.  For
purposes of this Agreement, a Change in Control of the Company shall be deemed
to have occurred if:

     (i)   there shall be consummated any consolidation or merger of the Company
and, as a result of such consolidation or merger (x) less than 50% of the
outstanding common shares and 50% of the voting shares of the surviving or
resulting corporation are owned, immediately after such consolidation or merger,
by the owners of the Company's common shares immediately prior to such
consolidation or merger, or (y) any person (as such term is used in Section
13(d) and 14(d) (2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) shall become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act) of 25% or more of the surviving or resulting
corporation's outstanding common shares, and (z) in each such case, within two
years after such consolidation or merger, individuals who were directors of the
Company immediately prior to such consolidation or merger cease to

                                   - Page 2 -

constitute a majority of the Board of Directors of the Company or its successor
by consolidation or merger, or
     (ii)  there shall be consummated any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of (A) all, or
substantially all, of the assets of the Company or (B) all, or substantially
all, of the assets of one or more of the Women's Enclosed Mall Apparel Retailing
Group, the Footwear Manufacturing, Wholesaling and Retailing Group or the
LensCrafters Group (collectively, the "Company Groups"), or

     (iii) the shareholders of the Company shall approve any plan or proposal
for the liquidation or dissolution of Company, or

     (iv)  any person (as such term is used in Sections 13(d) and 14(d) (2) of
the Exchange Act) shall become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act) of 25% or more of the Company's outstanding common
shares, and within two years after such person becomes such beneficial owner,
individuals who were directors of the Company immediately prior to the time such
person became such beneficial owner, cease to constitute a majority of the Board
of Directors of the Company, or

     (v)   during any period of two consecutive years, individuals who at the
beginning of such period constitute the entire Board of Directors shall cease
for any reason to constitute a majority thereof unless the election or the
nomination for election by the Company's shareholders of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period.

     3. EFFECT OF CHANGE IN CONTROL; DEFINITIONS.

     (a) If a Change in Control of the Company shall have occurred while the
Executive is still an employee of the Company, the Executive shall be entitled
to the compensation provided in Section 4 in accordance with the terms thereof.

     (b) DISABILITY.  If, as a result of the Executive's incapacity due to
physical or mental illness, the Executive shall have been absent from his duties
with the Company on a full-time basis for six months and within 30 days after
written notice of termination is thereafter given by the Company the Executive
shall not have returned to the full-time performance of the Executive's duties,
the Company may terminate this Agreement for "Disability."

     (c) RETIREMENT.  The term "Retirement" , as used in this Agreement, shall
mean termination by the Company or the Executive of the Executive's employment
based on the Executive having reached age 65 or such other age as shall have
been fixed in any arrangement established with the Executive's consent with
respect to the Executive.

     (d) CAUSE.  The Company may terminate the Executive's employment for Cause.
For purposes of this Agreement only, the Company shall have "Cause" to terminate
the Executive's employment hereunder only on the basis of fraud,
misappropriation or embezzlement on the part of the Executive.

                                   - Page 3 -

Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for the Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three quarters of the entire membership of the Company's Board of
Directors at a meeting of the Board called and held for the purpose (after
reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive's counsel, to be heard before the Board), finding
that in the good faith opinion of the Board, the Executive was guilty of conduct
set forth in the second sentence of this Section 3(d) and specifying the
particulars thereof in detail.

     (e) GOOD REASON.  The Executive may terminate the Executive's employment
for Good Reason at any time during the term of this Agreement.  For purposes of
this Agreement, "good Reason" shall mean any of the following (without the
Executive's express written consent):

           (i)  the assignment to the Executive by the Company of duties
     inconsistent with the Executive's position, duties, responsibilities and
     status with the Company immediately prior to a Change in Control of the
     Company, or a change in the Executive's titles or offices as in effect
     immediately prior to a Change in Control of the Company, or any removal of
     the Executive from or any failure to re-elect the Executive to any of the
     such positions, except in connection with the termination of his employment
     for Disability, Retirement or Cause or as a result of the Executive's death
     or by the Executive other than for Good Reason;

           (ii)  a reduction by the Company in the Executive's base salary as in
     effect on the date hereof;

           (iii)  any failure by the Company to continue in effect any benefit
     plan or arrangement (including, without limitation, the Company's
     retirement plan, group life insurance plan, and medical, dental, accident
     and disability plans) in which the Executive is participating at the time
     of a Change in Control of the Company (or any other plans providing the
     Executive with substantially similar benefits) (hereinafter referred to as
     "Benefit Plans"), or the taking of any action by the Company which would
     adversely affect the Executive's participation in or materially reduce the
     Executive's benefits under any such Benefit Plan or deprive the Executive
     of any material fringe benefit enjoyed by the Executive at the time of a
     Change in Control of the Company;

           (iv)  any failure by the Company to continue the Executive's
     eligibility to participate in annual executive bonus' arrangements in which
     the Executive is participating at the time of a Change in Control of the
     Company (or any plans or arrangements providing him with substantially
     similar benefits) (hereinafter referred to as "Incentive Plans") or the
     taking of any action by the Company which would significantly reduce the
     Executive's opportunity to earn incentive compensation which is related to
     performance results as compared to performance expectations periodically
     determined by the Company;

                                   - Page 4 -

           (v)  a relocation of the Company's principal executive offices to a
     location outside Cincinnati, Ohio, or the Executive's relocation to any
     place other than the location at which the Executive performed the
     Executive's duties prior to a Change in Control of the Company, except for
     required travel by the Executive on the Company's business to an extent
     substantially consistent with the Executive's business travel obligations
     at the time of a Change in Control of the Company;

           (vi)  any failure by the Company to provide the Executive with the
     number of paid vacation days to which the Executive is entitled at the time
     of a Change in Control of the Company;

           (vii)  any material breach by the Company of any provisions of this
     Agreement;

           (viii)  any failure by the Company to obtain the assumption of this
     Agreement by any successor or assign of the Company; or

           (ix)  any purported termination of the Executive's employment which
     is not effected pursuant to a Notice of Termination satisfying the
     requirements of Section 3(f), and for purposes of this Agreement, no such
     purported termination shall be effective.

     (f) NOTICE OF TERMINATION.  Any termination by the Company or by the
Executive shall be communicated by a Notice of Termination.  For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice which
shall indicate those specific termination provisions in this Agreement relied
upon and which sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated.  For purposes of this Agreement, no such purported
termination by the Company or by the Executive shall be effective without such
Notice of Termination.

     (g) DATE OF TERMINATION.  "Date of Termination" shall mean:

           (i)  if this Agreement is terminated by the Company for Disability 30
     days after Notice of Termination is given to the Executive (provided that
     the Executive shall not have returned to the performance of the Executive's
     duties on a full-time basis during such 30-day period), or

           (ii)  if the Executive's employment is terminated by the Company for
     any other reason or if the Executive shall terminate his employment, the
     date on which a Notice of Termination is given; provided that if within 30
     days after any Notice of Termination is given the party receiving notice
     notifies the other party that a dispute exists concerning the termination,
     the Date of Termination shall be the date the dispute is finally
     determined, whether by mutual agreement by the parties or upon final
     judgment, order or decree of a court of competent jurisdiction (the time
     for appeal therefrom having expired and no appeal having been perfected).

                                   - Page 5 -

     4.  COMPENSATION UNDER THIS AGREEMENT.

     (a) If the Executive's employment is terminated under the below enumerated
conditions or if the Executive is employed by the Company on or after six months
following a Change in Control, the Company shall pay to the Executive the
following amounts:

           (i)  TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BEFORE THE EXPIRATION
     OF SIX MONTHS FOLLOWING A CHANGE IN CONTROL.  If the Executive's employment
     is terminated, other than by reason of the Executive's death, before the
     expiration of the date six months after a Change in Control and such
     termination is by the Company, other than pursuant to Section 3(b), 3(c),
     or 3(d), or by the Executive for Good Reason, then the Company shall pay to
     the Executive (1) the full base salary to which the Executive is entitled
     through the Date of Termination, (2) credit for unused vacation, (3) a
     lump-sum payment equal to the greater of Executive's annual base salary on
     the date hereof or on the Date of Termination, and (4) severance pay in an
     amount equal to the excess over $100 of three times the average of the
     aggregate annual compensation paid to the Executive by the Company and any
     subsidiary which is a member of its "affiliated group" (as defined in
     Sections 1504 and 280(d) (5) of the Internal Revenue Code of 1986, as
     amended (the "Code")) during the Executive's five taxable years preceding
     the Change in Control of the Company (or such portion of such five-year
     period during which the Executive was employed by the Company or such
     member of its affiliated group), reduced by the amount of the lump-sum
     payment made to the Executive pursuant to Section 4(a)(i)(3).

           (ii)  COMPENSATION ON OR AFTER THE EXPIRATION OF SIX MONTHS FOLLOWING
     A CHANGE IN CONTROL.  If the Executive is employed by the Company on the
     date six months following a Change in Control, then the Company shall pay
     to the Executive a lump-sum payment equal to the greater of Executive's
     annual base salary on the date hereof or on the date six months following a
     Change in Control; provided, however, that (A) if the Executive is a member
     of the corporate staff (rather than assigned to one of the Company Groups)
     at the time of such Change in Control, the Executive shall not be entitled
     to such payment if the Change In Control is described in Section 2(ii) (B)
     and, immediately after such Change in Control, the Company continues to own
     substantially all of the assets of two of the Company Groups, or (B) if the
     Executive is assigned to one of the Company Groups at the time of such
     Change in Control, the Executive shall not be entitled to such payment if
     the Change in Control is described in Section 2(ii) (B) and, immediately
     after such Change in Control, the Company continues to own substantially
     all of the assets of the Company Group to which the Executive is assigned.
     In addition, without regard to whether the Executive is entitled to payment
     under the preceding sentence, if the Executive's employment is thereafter
     terminated during the term of this Agreement, other than by reason of the
     Executive's death, and such termination is

                                   - Page 6 -

     by the Company, other than pursuant to Section 3(b), 3(c), or 3(d), or

     by the Executive for Good Reason, then the Company shall pay to the
     Executive (1) the full base salary to which the Executive is entitled
     through the Date of Termination, (2) credit for unused vacation, and (3) a
     lump-sum payment equal to the greater of Executive's annual base salary on
     the date hereof or on the Date of Termination, and (4) severance pay in an
     amount equal to the excess of $100 of three times the average of the
     aggregate annual compensation paid to the Executive by the Company and any
     subsidiary which is a member of its affiliated group during the Executive's
     five taxable years preceding the Change in Control of the Company (or such
     portion of such five-year period during which the Executive was employed by
     the Company or such member of its affiliated group.)  The amount payable
     under Section 4(a)(ii)(4) shall be reduced by any payment made under the
     first sentence of this Section 4(a)(ii), or under Section 4(a)(ii)(3).

     (b) The severance payments described in Sections 4(a)(i)(4) and 4(a)(ii)(4)
are subject to the following limitations:

           (i) If there are fewer than 24 whole or partial months remaining from
     the Date of Termination to the date on which the Executive attains age 65,
     the severance pay to which the Executive is entitled shall be reduced to a
     lesser sum determined by multiplying the amount otherwise due by a
     fraction, the numerator of which is the number of whole or partial months
     remaining from the Date of Termination to the date on which the Executive
     attains his 65th birthday and the denominator of which is 24.

           (ii) If the severance pay, after the adjustment described in Section
     4(b)(i), either alone or together with the other payments which the
     Executive has the right to receive from any source, would constitute
     "excess parachute payments" (as defined in Section 280G of the Code), such
     severance pay shall be reduced to the largest amount as will result in no
     portion of the severance pay being subject to the excise tax imposed by
     Section 4999 of the Code.  If the Company and the Executive cannot agree on
     the reduction, if any, in the severance pay pursuant to the foregoing
     provision, the determination of the amount of such reduction shall be made
     by tax counsel selected by the Company's independent auditors and
     acceptable to the Executive, and such determination shall be conclusive and
     binding on the parties.

     (c) The amounts described in Sections 4(a)(i) and 4(a)(ii) shall be paid as
follows:

           (i)  The amounts specified in Sections 4(a)(i)(1), (2) and (3), as
     well as Sections 4(a)(ii)(1), (2) and (3) shall be paid in cash in a lump
     sum on the fifth business day following the Date of Termination.  The
     amount specified in the first sentence of Section 4(a)(ii) shall be paid in
     cash in a lump sum on the fifth business day following the date on which
     the Executive has been employed by the Company for six months

                                   - Page 7 -

     following the Change in Control.  The amounts described in Section
     4(a)(i)(4) and Section 4(a)(ii)(4) shall be paid in 52 equal bi-weekly
     installments corresponding to the Company's normal pay periods, commencing
     with the first bi-weekly pay period following the Date of Termination;
     provided, however, that to the extent, if any, the Executive receives
     compensation from other employment during the period the Executive is
     receiving payments under Section 4(a)(i)(4) or 4(a)(ii)(4), the bi-weekly
     installment payments to be made by the Company shall be correspondingly
     reduced, but in no event shall the Executive be required to repay to the
     Company any amounts already paid to him by the Company.  The Executive,
     upon obtaining employment during the period he is receiving such payments,
     promptly shall notify the Company of the amount of compensation received or
     to be received from such employment and of any changes therein, and shall,
     from time to time, but not more often than quarterly, provide to the
     Company such records and other information as the Company may reasonable
     request to verify the amount of such compensation.  Notwithstanding the
     foregoing, the Executive shall have no obligation to seek other employment
     or take any other action in order to mitigate damages or the amount of any
     payment provided for under this Agreement.

     (d)  Any payments required under this Section 4 shall be paid net of
applicable federal, state and local tax withholding.

     (e)  The Company shall maintain in full force and effect, for the continued
benefit of the Executive until the earlier of:

           (i)  two years after the Date of Termination, or

           (ii)  commencement of full-time employment by the Executive with a
     new employer, all life insurance, medical, health and accident, and
     disability plans, programs or arrangements in which the Executive was
     entitled to participate immediately prior to the Date of Termination,
     provided that continued participation by the Executive is possible under
     the general terms and provisions of such plans and programs.  In the event
     that participation in any such plan or program is barred, the Company shall
     arrange to provide to the Executive benefits substantially similar to those
     which the Executive is entitled to receive under such plans and programs.

     5.    NO OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER CONTRACTUAL
RIGHTS.  The provisions of this Agreement, and any payment provided for
hereunder, shall not reduce any amounts otherwise payable, or in any way
diminish the Executive's existing rights, or rights which would accrue solely as
a result of the passage of time, under the Company's Economic Bridge Policy or
any Benefit Plan, Incentive Plan or Securities Plan, employment agreement or
other contract, plan or arrangement.

     6.    SUCCESSOR TO THE COMPANY.

     (a)  The Company will require any successor or assign (whether direct or

                                   - Page 8 -

indirect, by purchase, merger, consolidation or otherwise) to all or

substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, expressly, absolutely and
unconditionally to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if not
such succession or assignment had taken place.  Any failure of the Company to
obtain such agreement prior to the effectiveness of any such succession or
assignment shall be a material breach of this Agreement and shall entitle the
Executive to terminate the Executive's employment for Good Reason.  As used in
this Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor or assign to its business and/or assets as aforesaid which executes
and delivers the Agreement provided for in this Section 6 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.  If at any time during the term of this Agreement the Executive is employed
by any corporation a majority of the voting securities of which is then owned by
the Company, "Company" as used in Sections 3, 4, 11 and 12 hereof shall in
addition include such employer.  In such event, the Company agrees that it shall
pay or shall cause such employer to pay any amounts owed to the Executive
pursuant to Section 4 hereof.

     (b)  This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.  If the Executive should
die while any amounts are still payable to him hereunder, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Executive's devisee, legatee, or other designee or, if
there be no such designee, to the Executive's estate.

     7.  NOTICES.  For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid, as
follows:

         If to the Company:

         The United States Shoe Corporation
         One Eastwood Drive
         Cincinnati, Ohio 45227
         Attn:  Chairman and Chief Executive Officer

         If to the Executive:

         Mr. Noel E. Hord
         7600 Foxgate Lane
         Cincinnati, Ohio 45243

or such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

                                   - Page 9 -

     8.  MISCELLANEOUS.  No provisions of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and the Company.  No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.  No agreements or
representatives, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio.

     9.  VALIDITY.  The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     10. COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

     11. LEGAL FEES AND EXPENSES.  The Company shall pay all legal fees and
expenses which the Executive may incur as a result of the Company's contesting
the validity, enforceability or the Executive's interpretation of, or
determinations under, this Agreement.

     12. CONFIDENTIALITY.  The Executive shall retain in confidence any and all
confidential information known to the Executive concerning the Company and its
business so long as such information is not otherwise publicly disclosed.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                        THE UNITED STATES SHOE CORPORATION
ATTEST:

/s/ Thomas L. Buehler                   /s/ K. Brent Somers
- - - - - - ----------------------------            ----------------------------------
               Asst. Secy.                          Vice President

                                        EXECUTIVE

                                        /s/ Noel. E. Hord
                                        ----------------------------------
                                        Noel E. Hord 

Basic Info X:

Name: AMENDMENT NO. 1 TO SEVERANCE COMPENSATION AGREEMENT
Type: to Severance Compensation Agreement
Date: April 28, 1994
Company: UNITED STATES SHOE CORP
State: Ohio

Other info:

Date:

  • January 26 , 1994
  • January 24 , 1994
  • January 24,1994
  • June 30
  • 65th birthday

Organization:

  • Severance Compensation Agreement
  • Board of Directors of the Company
  • Women 's Enclosed Mall Apparel Retailing Group
  • Company 's Board of Directors
  • Company for Disability
  • Notice of Termination
  • Date of Termination
  • United States Shoe Corporation One Eastwood Drive Cincinnati
  • the State of Ohio

Location:

  • United States
  • Cincinnati
  • Ohio

Money:

  • $ 100

Person:

  • James J. Crowe s K. Brent Somers
  • Thomas L. Buehler s K. Brent Somers
  • Noel E. Hord

Percent:

  • 50 %
  • 25 %