Exhibit 10.1


RESTRICTED STOCK UNIT AWARD AGREEMENT


Long-Term Incentive Compensation Award

______________ Performance Period


          This
Restricted Stock Unit Award Agreement (the “Agreement”) made under the Foot
Locker 2007 Stock Incentive Plan, Amended and Restated as of May 19, 2010 (the
“Plan”) as of the ___ day of ___________ 20 ___ by and between Foot Locker,
Inc., a New York corporation with its principal office located at 112 West 34th
Street, New York, New York 10120 (the “Company”) and ______________ .


          1.        General.
As a participant in the Company’s long-term incentive compensation program for
the __________ Performance Period which covers the fiscal years beginning
_______ and _________ (the “Performance Period”), you were granted a long-term
incentive award that will be payable following the end of the Performance
Period, provided the performance goals set by the Compensation and Management
Resources Committee (the “Compensation Committee”) of the Board of Directors of
the Company on ____________ for the Performance Period are achieved. The award
is payable as follows: 50 percent of the award is payable in cash under the
Long-Term Incentive Compensation Plan (the “LTIP”), and 50 percent of the award
is payable in restricted stock units (“RSUs”) under the Plan as provided
herein. The RSUs are intended to constitute “Other Stock-Based Awards” under
the Plan. Each RSU represents the right to receive one share of the Company’s
Common Stock, par value $.01 per share (“Common Stock”), upon the satisfaction
of the terms and conditions set forth in this Agreement and the Plan. 


                    This
Agreement sets forth the terms and conditions with regard to the portion of
your long-term award that is payable in RSUs. You have been granted ___________
RSUs, subject to the conditions set forth herein. Unless otherwise indicated,
any capitalized term used but not defined herein shall have the meaning
ascribed to such term in the Plan. 


          2.       Earning
of RSUs. Subject to the terms and conditions of the Plan and this
Agreement, you shall be entitled to receive, for each RSU earned in accordance
with this Section 2 and Appendix A hereto, one share of Common Stock. You shall
earn the number of RSUs set forth above for achievement at the maximum
performance goal as specified in Appendix A attached hereto, subject to
adjustment for achievement below the maximum performance goal in accordance
with the provisions of Appendix A attached hereto. If the threshold performance
level set forth in Appendix A is not achieved, none of the RSUs granted to you
shall be earned. The Compensation Committee shall certify the level of
achievement of the performance goals during the Company’s first fiscal quarter
in _________ and at such time shall determine the number of RSUs you are
eligible to receive, subject to the provisions of Section 3 below. 


          3.       Vesting
and Delivery. 


                    (a)          The
RSUs you are eligible to receive as described in Section 2 shall be







subject to a
one-year holding period following the end of the Performance Period and shall
become vested on __________ (the “Vesting Date”). Subject to the terms of this
Agreement and the Plan, shares of Common Stock equal to the number of RSUs you
earn shall be delivered to you as described below if you have been continuously
employed by the Company or its subsidiaries within the meaning of Section 424
of the Code (the “Control Group”) until such Vesting Date. 


                    (b)          Other
than as specifically provided herein, there shall be no proportionate or
partial vesting in the periods prior to the Vesting Date, and all vesting shall
occur only on the Vesting Date, subject to your continued employment with the
Control Group as described in Section 3(a). 


                    (c)          Upon
a Change in Control as defined in Appendix B hereto that occurs following the
end of the Performance Period and the certification by the Compensation
Committee of the achievement of the performance goal, all unvested RSUs shall
become immediately vested and shall be paid in accordance with Section 3(f). 


                    (d)          Upon
a Change in Control as defined in Appendix B hereto that occurs prior to the
end of the Performance Period, or coincident with or following the end of the
Performance Period and prior to the certification by the Compensation Committee
of the achievement of the performance goal, you shall be entitled to receive a
pro rata portion of the RSUs that you would have been entitled to receive had
the target performance level set forth in Appendix A been achieved and such
RSUs shall become immediately vested and shall paid in accordance with Section
3(f). The pro rated portion shall be determined by multiplying the number of
RSUs you would have been entitled to receive without respect to the Change in
Control by a fraction, the numerator of which is the number of days from
_____________, 20 ____ to date of the earlier of the Change in Control or the
last day of the Performance Period and the denominator of which is the total
number of days in the Performance Period without respect to the Change in
Control. 


                    (e)          In
the event of your Termination by reason of death, Disability (within the
meaning of Code Section 409A(a)(2)(C)(i) or (ii)) or Retirement prior to the
Vesting Date, on the Vesting Date you (or in the event of your death, your
estate) shall receive a pro rata portion of the RSUs that you would have
received if you had been employed by the Company on the Vesting Date, based on
the actual level of achievement of the performance goals set forth in Appendix
A. The pro rated portion shall be determined by multiplying the number of RSUs
you would have been entitled to receive if you had not incurred such Termination
by a fraction, the numerator of which is the number of days from _____________,
20 ____ to date of your Termination and the denominator of which is the total
number of days in the Performance Period, and shall vest on the Vesting Date
and shall be paid in accordance with Section 3(f). Notwithstanding the
foregoing, in the event of a Change in Control following your death, Disability
(within the meaning of Code Section 409A(a)(2)(C)(i) or (ii)) or Retirement,
but prior to the certification by the Compensation Committee of the achievement
of the performance goal, the provisions of Section 3(d) above shall supersede
this Section 3(e). 


                    (f)          Subject
to Section 8, the Company shall issue and deliver to you a stock 





certificate
registered in your name for shares of the Company’s Common Stock equal to the
number of vested RSUs you earn within 30 days following the earlier of a Change
in Control or the Vesting Date. 


          4.       Forfeiture.



                    (a)          Any
RSUs that are not earned in accordance with Section 2 or vested in accordance
with Section 3 of this Agreement shall be forfeited without compensation
following the Compensation Committee’s certification of the goals for the
Performance Period. 


                    (b)          Except
as expressly set forth in Section 3(e), in the event of your Termination prior
to the Vesting Date or your breach of the Non-Competition Provision in Section
10, all unvested RSUs shall be forfeited to the Company, without compensation.


          5.       Adjustments.
RSUs shall be subject to the adjustment provisions included in Section 5(e) of
the Plan. 


          6.       Withholding.
You agree that: 


                    (a)          No
later than the date on which any RSUs shall have become vested, you will pay to
the Company, or make arrangements satisfactory to the Company regarding payment
(including through the withholding of shares from the award) of, any federal,
state, international, or local taxes of any kind required by law to be withheld
with respect to any RSUs which shall have become so vested; and 


                    (b)          The
Company shall, to the extent permitted by law, have the right to deduct from
any payment of any kind otherwise due to you any federal, state, international
or local taxes of any kind required by law to be withheld with respect to any
RSUs which shall have become so vested. 


          7.        Special
Incentive Compensation. You agree that the award of the RSUs is special incentive
compensation and that the RSUs will not be taken into account as “salary” or
“compensation” or “bonus” in determining the amount of any payment under any
pension, retirement or profit-sharing plan of the Company or any life
insurance, disability or other benefit plan of the Company, except as
specifically provided in any such plan. 


          8.        Delivery
Delay. Notwithstanding anything herein, the delivery of any certificate
representing shares of Common Stock for vested RSUs may be postponed by the
Company for such period as may be required for it to comply with any applicable
federal or state securities law, or any national securities exchange listing
requirements and the Company is not obligated to issue or deliver any
securities if, in the opinion of counsel for the Company, the issuance of such
shares shall constitute a violation by you or the Company of any provisions of
any law or of any regulations of any governmental authority or any national
securities exchange. 


          9.        Restriction
on Transfer of RSUs. You shall not sell, negotiate, transfer, pledge,
hypothecate, assign or otherwise dispose of the RSUs. Any attempted sale,
negotiation, transfer, 





pledge,
hypothecation, assignment or other disposition of the RSUs or unvested shares
in violation of the Plan or this Agreement shall be null and void. 


          10.     Non-Competition.



                    (a)     Competition.
By accepting this award of RSUs, as provided below, you agree that during the
“Non-Competition Period” you will not engage in “Competition” with the Control
Group. As used herein, “Competition” means: 


                              (i)          participating,
directly or indirectly, as an individual proprietor, stockholder, officer,
employee, director, joint venturer, investor, lender, or in any capacity
whatsoever within Canada, the United States of America or in any other country
where any of your former employing members of the Control Group does business,
in (A) a business in competition with the retail, catalog, or on-line sale of
athletic footwear, athletic apparel and sporting goods conducted by the Control
Group (the “Athletic Business”), or (B) a business that in the prior fiscal
year supplied product to the Control Group for the Athletic Business having a
value of $20 million or more at cost to the Control Group; provided, however,
that such participation shall not include (X) the mere ownership of not more
than 1 percent of the total outstanding stock of a publicly held company; (Y)
the performance of services for any enterprise to the extent such services are
not performed, directly or indirectly, for a business in competition with the
Athletic Business or for a business which supplies product to the Control Group
for the Athletic Business; or (Z) any activity engaged in with the prior
written approval of the Chief Executive Officer of the Company; or 


                              (ii)          intentionally
recruiting, soliciting or inducing, any employee or employees of the Control
Group to terminate their employment with, or otherwise cease their relationship
with the former employing members of the Control Group where such employee or
employees do in fact so terminate their employment. 


                    (b)      “Non-Competition
Period”. As used herein, “Non-Competition Period” means: the period
commencing _____________ , ___20 and ending on the Vesting Date, or any part
thereof, during which you are employed by the Control Group and (ii) if your
employment with the Control Group terminates for any reason during such period,
the [one year/two-year] period commencing on the date your employment with the
Control Group terminates. Notwithstanding the foregoing, the Non-Competition
Period shall not extend beyond the date your employment with the Control Group
terminates if such termination of employment occurs following a “Change in
Control” as defined in Attachment B hereto. 


                    (c)      Breach
of Non-Competition Provision. You agree that your breach of the provisions
included herein under Section 10 under the heading “Non-Competition” (the
“Non-Competition Provision”) would result in irreparable injury and damage to
the Company for which the Company would have no adequate remedy at law. You
agree, therefore, that in the event of a breach or a threatened breach of the
Non-Competition Provision, the Company shall be entitled to (i) an immediate
injunction and restraining order to prevent such breach, threatened breach, or
continued breach, including by any and all persons acting for or with you,
without having to prove damages, and (ii) any other remedies to which the
Company may be entitled at 





law or in
equity. The terms of this paragraph shall not prevent the Company from pursuing
any other available remedies for any breach or threatened breach of the
Non-Competition Provision, including, but not limited to, recovery of damages.
In addition, in the event of your breach of the Non-Competition Provision, the
RSUs covered by this Agreement that are then unvested shall be immediately
forfeited. You and the Company further agree that the Non-Competition Provision
is reasonable and that the Company would not have granted the award of RSUs
provided for in this Agreement but for the inclusion of the Non-Competition
Provision herein. If any provision of the Non-Competition Provision is found by
any court of competent jurisdiction to be unenforceable because it extends for
too long a period of time or over too great a range of activities or in too
broad a geographic area, it shall be interpreted to extend over the maximum
period of time, range of activities, or geographic area as to which it may be
enforceable. The validity, construction, and performance of the Non-Competition
Provision shall be governed by the laws of the State of New York without regard
to its conflicts of laws principles. For purposes of the Non-Competition
Provision, you and the Company consent to the jurisdiction of state and federal
courts in New York County, New York. 


          11.     Not
an Employment Agreement. 


          The award
of RSUs hereunder does not constitute an agreement by the Company to continue
to employ you during the entire, or any portion of the, term of this Agreement,
including but not limited to any period during which the RSUs are outstanding. 


          12.     [Securities
Representations. This Agreement is being made by the Company in reliance
upon the following express representations and warranties. You acknowledge,
represent and warrant that you have been advised that 


                    You
may be an “affiliate” within the meaning of Rule 144 under the Securities Act
of 1933, as amended (the “Securities Act”) and in this connection the Company
is relying in part your representations set forth in this section; 


                    If
you are deemed an affiliate within the meaning of Rule 144 under the Securities
Act, the Common Stock must be held indefinitely by you unless (i) an exemption
from the registration requirements of the Securities Act is available for the
resale of such Common Stock or (ii) the Company files an additional
registration statement (or a “re-offer prospectus”) with regard to the resale
of such Common Stock and the Company is under no obligation to continue in
effect a Form S-8 Registration Statement or to otherwise register the resale of
the Common Stock (or to file a “re-offer prospectus”); 


                    If
you are deemed an affiliate within the meaning of Rule 144 under the Securities
Act, you understand that the exemption from registration under Rule 144 will not
be available under current law unless (i) a public trading market then exists
for the Common Stock, (ii) adequate information concerning the Company is then
available to the public, and (iii) other terms and conditions of Rule 144 or
any exemption therefrom are complied with and that any sale of the Common Stock
may be made only in limited amounts in accordance with such terms and
conditions.] 






         13.       Miscellaneous.



                    (a)          In
no event shall any dividend equivalents accrue or be paid on any RSUs. 


                    (b)          This
Agreement shall inure to the benefit of and be binding upon all parties hereto
and their respective heirs, legal representatives, successors and assigns. 


                    (c)          This
Agreement shall be subject to any compensation recoupment policy that the
Company may adopt. 


                    (d)          This
Agreement constitutes the entire agreement between the parties and cannot be
changed or terminated orally. No modification or waiver of any of the
provisions hereof shall be effective unless in writing and signed by the party
against whom it is sought to be enforced. 


                    (e)          This
Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one contract. 


                    (f)          The
failure of any party hereto at any time to require performance by another party
of any provision of this Agreement shall not affect the right of such party to
require performance of that provision, and any waiver by any party of any
breach of any provision of this Agreement shall not be construed as a waiver of
any continuing or succeeding breach of such provision, a waiver of the
provision itself, or a waiver of any right under this Agreement. 


                    (g)          This
Agreement is subject, in all respects, to the provisions of the Plan, and to
the extent any provision of this Agreement contravenes or is inconsistent with
any provision of the Plan, the provisions of the Plan shall govern. 


                    (h)          The
headings of the sections of this Agreement have been inserted for convenience
of reference only and shall in no way restrict or modify any of the terms or
provisions hereof. 


                    (i)          All
notices, consents, requests, approvals, instructions and other communications
provided for herein shall be in writing and validly given or made when
delivered, or on the second succeeding business day after being mailed by
registered or certified mail, whichever is earlier, to the persons entitled or
required to receive the same, at, in the case of the Company, the address set
forth at the heading of this Agreement and, in the case of you, your principal
residence address as shown in the records of the Company, or to such other
address as either party may designate by like notice. Notices to the Company
shall be addressed to the General Counsel. 


                    (j)          This
Agreement shall be governed and construed and the legal relationships of the
parties determined in accordance with the laws of the State of New York without
regard to its conflicts of laws principles. 


                    (k)          Although
the Company does not guarantee the tax treatment of the RSUs, 





this Agreement is intended
to comply with, or be exempt from, the applicable requirements of Code Section
409A and shall be limited, construed and interpreted in accordance with such
intent. Accordingly, in the event that you are a “specified employee” within
the meaning of Code Section 409A as of the date of your separation from service
(as determined pursuant to Code Section 409A and any procedure set by the
Company), any award of RSUs payable as a result of such separation from service
shall be settled no earlier than the day following the 6 month anniversary of
your separation from service, or, if earlier, your death. 


                    (l)          To
indicate your acceptance of the terms of this Agreement, you must sign and
deliver or mail not later than _________, 20___ a copy of this Agreement to the
General Counsel of the Company at the address provided in the heading of this
Agreement. 


          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written. 


	
  
 	
  
 	
  
 	
  
 
	
  
 	
 FOOT LOCKER, INC.
 
	
  
 	
  
 	
  
 
	
  
 	
 By:
 	
  
 	
  
 
	
  
 	
  
 	  	
  
 
	 	 	 	 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	  	
  
 
	
  
 	
  
 	
 Executive
 	
  
 









ACKNOWLEDGMENT


	
  

 	
  

 
	
 STATE OF_____________)

 	
  

 
	
 ) s.s.:

 	
  

 
	
 COUNTY OF___________)

 	
  

 
	
  

 	
  

 



          On
this________ day of _______________, before me personally appeared _________,
to me known to be the person described in and who executed the foregoing
agreement, and acknowledged that he/she executed the same as his/her free act
and deed. 


	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Notary
 Public

 	
  

 









APPENDIX A 


	
  

 	
  

 	
  

 
	
 Number
 of

 	
 Number
 of

 	
 Number
 of RSUs

 
	
 RSUs
 at

 	
 RSUs
 at Target

 	
 at
 Maximum

 
	
 Threshold

 	
 Payout

 	
 Payout

 
	
 Payout

 	
  

 	
  

 
	
  

 	
  

 	
  

 




[Performance Goals for ___________ Performance Period]





APPENDIX B


Change in Control


          A
Change in Control shall mean any of the following: (i) the merger or
consolidation of the Company with, or the sale or disposition of all or
substantially all of the assets of the Company to, any Person other than (A) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving or parent entity) fifty percent (50%) or more of the combined voting
power of the voting securities of the Company or such surviving or parent
entity outstanding immediately after such merger or consolidation; or (B) a
merger or capitalization effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
beneficial owner, directly or indirectly (as determined under Rule 13d-3
promulgated under the Securities Exchange Act of 1934), of securities
representing more than the amounts set forth in (ii) below; (ii) the
acquisition of direct or indirect beneficial ownership (as determined under
Rule 13d-3 promulgated under the Securities Exchange Act of 1934), in the
aggregate, of securities of the Company representing thirty-five percent (35%)
or more of the total combined voting power of the Company’s then issued and
outstanding voting securities by any Person acting in concert as of the date of
this Agreement; or (iii) during any period of not more than twelve (12) months,
individuals who at the beginning of such period constitute the Board of
Directors of the Company (referred to herein as the “Board”), and any new
director whose election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds (2⁄3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof.