Exhibit 10.3


 


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                 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
based on the actual performance level achieved for any completed year in the Performance Period and the achievement of a target
performance level for the remainder of the Performance Period, as set forth in Appendix A, such RSUs shall become immediately vested
and shall be 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                           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                      to the 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 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 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 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                           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/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. 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 six- 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                 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	 




    	 



    	



    

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.