BKRS Bakers Footwear Grp. (MM)

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensation of Executive Officers

On October 3, 2007, Bakers Footwear Group, Inc. (the “Company”) awarded nonqualified stock options to Peter A. Edison, Mark D. Ianni, Joseph R. Vander Pluym and Stanley K. Tusman with an exercise price of $4.52 per share, subject to five year vesting schedules, pursuant to the Bakers Footwear Group, Inc. 2003 Stock Option Plan, as amended (the “2003 Plan”). Further, on October 3, 2007, Messrs. Edison, Ianni, Vander Pluym and Tusman were awarded restricted stock, which vests on the fifth anniversary of the grant date, under the Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan (the “2005 Plan”). A summary of the stock option grants and restricted stock awards is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The Company’s form of Nonqualified Stock Option Award Agreement under the 2003 Plan is incorporated as Exhibit 10.2 hereto and is incorporated herein by reference. A copy of the 2003 Plan is incorporated as Exhibit 10.3 hereto and is incorporated herein by reference. The Company’s form of Restricted Stock Award Agreement under the 2005 Plan is attached hereto as Exhibit 10.4 and is incorporated herein by reference. A copy of the 2005 Plan is incorporated as Exhibit 10.5 hereto and is incorporated herein by reference. The foregoing description of such exhibits contained herein is qualified in its entirety by the full text of such exhibits.