-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WsG7QsVSFnbLD3WCHL+rweZlFikFgkJkvd+nkOTk+IFSC5PX93R1e5OloQVenHgJ yq6jrOOyVJx5ygWLR6FgZQ== 0001224120-10-000004.txt : 20100326 0001224120-10-000004.hdr.sgml : 20100326 20100326165949 ACCESSION NUMBER: 0001224120-10-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100325 FILED AS OF DATE: 20100326 DATE AS OF CHANGE: 20100326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MASSEY MICHAEL J CENTRAL INDEX KEY: 0001224120 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14770 FILM NUMBER: 10708309 MAIL ADDRESS: STREET 1: 3231 SE SIXTH AVENUE CITY: TOPEKA STATE: KS ZIP: 66607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COLLECTIVE BRANDS, INC. CENTRAL INDEX KEY: 0001060232 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 431813160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 BUSINESS ADDRESS: STREET 1: 3231 SOUTH EAST SIXTH STREET CITY: TOPEKA STATE: KS ZIP: 66607-2207 BUSINESS PHONE: 7852335171 MAIL ADDRESS: STREET 1: 3231 S E 6TH ST CITY: TOPEKA STATE: KS ZIP: 66607-2207 FORMER COMPANY: FORMER CONFORMED NAME: PAYLESS SHOESOURCE INC /DE/ DATE OF NAME CHANGE: 19980903 FORMER COMPANY: FORMER CONFORMED NAME: PAYLESS SHOESOURCE HOLDINGS INC DATE OF NAME CHANGE: 19980421 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2010-03-25 0001060232 COLLECTIVE BRANDS, INC. PSS 0001224120 MASSEY MICHAEL J 3231 S.E. SIXTH AVENUE TOPEKA KS 66607 0 1 0 0 Senior Vice President Common Stock 2010-03-25 4 A 0 2229 0 A 16084 D Common Stock 2010-03-25 4 A 0 2229 0 A 18313 D Common Stock 7919 I 401(k) Plan Stock Appreciation Right 22.18 2010-03-25 4 A 0 4820 0 A 2017-03-25 Common Stock 4820 4820 D The grant of 2,229 shares of restricted stock will vest ratably over a two-year period on March 25, 2012 and 2013. Includes approximately 1,131 shares held under the Collective Brands, Inc. Stock Purchase Plan as of March 5, 2010. The grant of 2,229 shares of restricted stock will vest ratably over a three-year period on March 25, 2011, 2012 and 2013 and is subject to performance vesting requirments. The reporting person holds approximately 7,919 shares indirectly under the Payless ShoeSource, Inc. 401(k) Profit Sharing Plan (the "Plan") based on a statement provided by the Plan Administrator. Because the Common Stock Fund under the Plan holds both cash and Payless Common Stock, the actual number of shares allocable to each participant's accounts varies from statement to statement. The stock appreciation right granted under the Collective Brands, Inc. 2006 Stock Incentive Plan which provides for tax withholding rights in a transaction excempt under Rule 16b3. The stock appreciation right will vest ratably over three years on March 25, 2011, March 25, 2012 and March 25, 2013. The stock appreciation right will have a seven-year term and a 125 percent cap on stock appreciation. Harold J. Herman II, Attorney-in-fact 2010-03-26 EX-24 2 massey06poa.htm POWER OF ATTORNEY

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and

appoints Robert J. Carroll and Harold J. Herman II, as the undersigned's true and lawful attorney-in-fact and agent, with full and several power of substitutions, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Form 3, Form 4 or Form 5 and any amendments and supplements to those forms, and to file the same with the Securities and Exchange Commission and with the New York Stock Exchange, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. This power of attorney shall remain in effect until revoked in writing by the undersigned, and any person may rely on its bein
g in effect until such person actually receives such written revocation.

Dated this 24th day of May, 2006.

/s/ Michael J. Massey

State of Kansas)

) ss.

County of Topeka)

On this 24th day of May, 2006, before me appeared Michael J. Massey, to me known to be the person who executed the foregoing instrument and acknowledged that he or she executed the same as his or her free act and deed.

In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and date first above written.

(SEAL)

/s/Deborah A. Ortega

Notary Public

My term expires: 12/2/08

-----END PRIVACY-ENHANCED MESSAGE-----