EX-10.1



 







Exhibit 10.1




CHANGE OF CONTROL SEVERANCE AGREEMENT




     AGREEMENT by and between NS Group, Inc., a Kentucky corporation (the “Company”), and 
(the “Employee”), dated as of the ___day of ___, 20___.



  
     The Company wishes to assure that it will have the continued dedication of the Employee
notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of
the Company. The Company believes it is imperative to diminish the inevitable distraction of the
Employee by virtue of the personal uncertainties and risks created by a pending or threatened
Change of Control, to encourage the Employee’s full attention and dedication to the Company upon a
Change of Control, and to provide the Employee with compensation arrangements upon a Change of
Control which provide the Employee with individual financial security and which are competitive
with those of other corporations and, in order to accomplish these objectives, the Company desires
to enter into this Agreement.



       NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:




	 	1.	 	Certain Definitions






	 	(a)	 	“Affiliate” of any specified Person means (i) any other Person
which, directly or indirectly, is in control of, is controlled by or is under
common control with such specified Person or (ii) any other Person who is a
director or officer (A) of such specified Person, (B) of any subsidiary of such
specified Person or (C) of any Person described in clause (i) above or (iii) any
Person in which such Person has, directly or indirectly, a 5 percent or greater
voting or economic interest or the power to control. For the purposes of this
definition, “control” of a Person means the power, direct or indirect, to direct
or cause the direction of the management or policies of such Person whether
through the ownership of voting securities, or by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the foregoing.
	 
	 	(b)	 	“Agreement Period” shall mean the period as defined in Section 2
of this Agreement.
	 
	 	(c)	 	“Board of Directors"’ shall mean the Board of Directors of the
Company as constituted from time to time.
	 
	 	(d)	 	“Change of Control” shall mean:






	 	(i)	 	the direct or indirect sale, lease, exchange or
other transfer of all or substantially all of the assets of the Company
to any Person or entity or group of Persons or entities acting in
concert as a partnership or other group (“Group of Persons”) other than
a Person described in clause (i) of the definition of Affiliate;
	 
	 	(ii)	 	the consummation of any consolidation or merger
of the Company with or into another corporation with the effect that the
stockholders of the Company immediately prior to the date of the
consolidation or




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	 	 	 	merger hold less than 51% of the combined Voting Power
of the outstanding voting securities of the surviving entity of such
merger or the corporation resulting from such consolidation ordinarily
having the right to vote in the election of directors (apart from rights
accruing under special circumstances) immediately after such merger or
consolidation;
	 
	 	(iii)	 	the stockholders of the Company shall approve
any plan or proposal for the liquidation or dissolution of the Company;
	 
	 	(iv)	 	a Person or Group of Persons acting in concert as
a partnership, limited partnership, syndicate or other group shall, as a
result of a tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise, have become the direct or indirect
beneficial owner (within the meaning of Rule 13d-3) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (“Beneficial
Owner”) of securities of the Company representing 30% or more of the
combined Voting Power of the then outstanding securities of the Company
ordinarily (and apart from rights accruing under special circumstances)
having the right to vote in the election of directors;
	 
	 	(v)	 	a Person or Group of Persons, together with any
Affiliates thereof, shall succeed in having a sufficient number of its
nominees elected to the Board of Directors of the Company such that such
nominees, when added to any existing director remaining on the Board of
Directors of the Company after such election who is an Affiliate of such
Person or Group of Persons, will constitute a majority of the Board of
Directors of the Company.






	 	(e)	 	“Cause” shall be defined as (i) Conviction or judicial admission
by the Employee of any felony criminal act, a crime involving moral turpitude,
or a crime of fraud or dishonesty; (ii) acts by Employee constituting gross
negligence or willful misconduct to the detriment of the Company; (iii)
Employee’s misfeasance, nonfeasance or malfeasance in the performance of his
duties; [or] (iv) Employee’s failure or refusal to comply with the lawful
directions of Company’s Board of Directors or with the policies, standards
and regulations of the Company after notice and failure to cure within thirty
(30) days; [or (v) Employee’s breach of Sections 4, 5, 6, 7, and 9 of the
Employment Agreement between Employee and Company, or any similar provisions
contained in any subsequent or successor agreement between Employee and
Company].
	 
	 	(f)	 	“Company” as used herein includes NS Group, Inc. and any of its
subsidiaries and divisions and, as provided by Section 12(b) hereof, any
successor.




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	 	(g)	 	“Date of Termination” shall be the date on which the Notice of
Termination is actually received by the addressee, or alternatively, if the
Notice of Termination specifies a date other than the date of receipt of such
notice then that specified date shall be the Date of Termination.
	 
	 	(h)	 	“Effective Date” shall mean the first date on which a Change of
Control occurs; provided, however, that if the Employee’s employment is
terminated by the Company prior to the date on which a Change of Control occurs,
and the Employee can reasonably demonstrate that such termination by the Company
was in contemplation of a Change of Control, then for all purposes of this
Agreement the “Effective Date” shall mean the date immediately prior to the date
of such termination.
	 
	 	(i)	 	“Good Reason” means: (i) any material adverse change in
compensation to the Employee; (ii) substantial decrease in the nature or scope
of the Employee’s duties, responsibilities, powers, authority, title, position
or status; (iii) unreasonable travel requirements which are not consistent with
Employee’s position and responsibilities; (iv) any relocation required on the
part of Employee, without his consent, outside of a 50-mile radius from his
primary residence on the Effective Date; or (v) material breach by the Company
of an employment, compensation or similar agreement between the Employee and the
Company.
	 
	 	(j)	 	“Person” means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity
within the meaning of Section 13(d)(3) or 14(d) (2) of the Exchange Act.
	 
	 	(k)	 	“Voting Power” shall mean the voting power of all securities of a
Person then outstanding generally entitled to vote for the election of directors
of the Person (or, where appropriate, for the election of persons performing
similar functions).






	 	2.	 	Agreement Period





     The Company hereby agrees to provide the Employee with the protections and benefits enumerated
in Sections 3 and 4 of this Agreement for the period commencing on the Effective Date and ending on
the third anniversary of the Effective Date.



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	 	3.	 	Obligations of the Company Upon Termination






	 	(a)	 	Notice of Termination. Any termination after the
Effective Date by the Company or by the Employee shall be communicated by Notice
of Termination, within ten (10) business days after the later of the date of
employment termination or the date of Change of Control, to the other party
hereto given in accordance with Section 13(c) of this Agreement. For purposes
of this Agreement, a “Notice of Termination” means a written notice which (i)
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Employee’s employment, and (ii) if the termination
date is other than the date of receipt of such notice, specifies the termination
date.
	 
	 	(b)	 	Termination by the Company for Cause; Termination by the
Employee for Other Than Good Reason. If during the Agreement Period, the
Employee’s employment is terminated by the Company for Cause, by the Employee
other than for Good Reason, or by reason of death or disability, this Agreement
shall terminate without further obligations to the Employee.
	 
	 	(c)	 	Termination by the Company other than for Cause; Termination
by the Employee for Good Reason. If, during the Agreement Period, the
Company shall terminate the Employee’s employment other than for Cause, or the
employment of the Employee shall be terminated by the Employee for Good Reason,
the Employee shall be entitled to the following payments and benefits:






	 	(i)	 	The Company shall pay to the Employee in a lump
sum in cash within thirty (30) days after the Date of Termination the
sum of: (i) ___times the amount of the Employee’s base salary in
effect on the Date of Termination, (ii) ___times the average amount
of the Employee’s annual bonus paid or payable under any short-term
incentive plan for the last three (3) full fiscal years prior to the
Date of Termination (or if the Employee was employed by the Company for
less than the last three (3) full fiscal years, for the fiscal years
during which the Employee has been employed by the Company prior to the
Date of Termination), and (iii) a pro rata portion (based on the whole
number of months worked in the fiscal year by the Employee prior to the
Date of Termination and, if applicable performance targets have not been
met on the Date of Termination, based on a reasonable estimate of the
amount of bonus to be earned for the full year) of the Employee’s annual
bonus for the year of termination.
	 
	 	(ii)	 	For ___years after the Date of Termination,
the Company shall continue providing medical, dental, life, and
disability insurance benefits to the Employee in an amount equivalent to
that which would have been provided to the Employee had the Employee’s
employment




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	 	 	 	not been terminated. The Employee shall not be obligated to
pay higher fees for such benefits than he or she was paying, at the Date
of Termination. In the event it is not possible to provide this
continued coverage, the Company shall provide the Employee with a cash
payment in the amount necessary for the Employee to purchase equivalent
insurance for ___years after the Date of Termination.
	 
	 	(iii)	 	Within ten (10) business days after the later of
the date of employment termination or the date of Change of Control, the
Company shall provide, at no cost to the Employee, individual outside
assistance for the Employee in finding other employment. Such
obligation may be fulfilled by the Company through the retention of an
outplacement service for use by the Employee for a period of up to one
year.






	 	4.	 	Certain Additional Payments by the Company






	 	(a)	 	Notwithstanding anything in this Agreement to the contrary, in
the event it shall be determined that any payment or distribution in the nature
of compensation (within the meaning of Section 280G(b)(2) of the Internal
Revenue Code of 1986, as amended (the “Code”)) to or for the benefit of the
Employee, whether paid or payable pursuant to this Agreement or otherwise (a
“Payment”) would be subject to an excise tax imposed by Section 4999 of the
Code, together with any interest or penalties imposed with respect to such
excise tax (the “Excise Tax”), then the Employee shall be entitled to receive an
additional payment (the “Gross-Up Payment”) in an amount such that, after
payment by the Employee of all taxes (and any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, but excluding any income taxes and penalties imposed
pursuant to Section 409A of the Code, the Employee retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The
Company’s obligation to make Gross-Up Payments under this Section 4 shall not be
conditioned upon the Employee’s termination of employment. The Gross-Up
Payments shall be paid to the Employee at the same time as any Payment subject
to the Excise Tax is paid or provided to the Employee, or as soon as
administratively practicable thereafter.
	 
	 	(b)	 	Subject to the provisions of Section 4(c), all determinations
required to be made under this Section 4, including whether and when a Gross-Up
Payment is required, the amount of such Gross-Up Payment and the assumptions to
be
utilized in arriving at such determination, shall be made by a nationally
recognized certified public accounting firm as may be designated by the
Company (the “Accounting Firm”). The Accounting Firm shall provide detailed
supporting calculations both to the Company and the Employee





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	 	 	 	within 15
business days after the Change of Control or such earlier time as is
requested by the Company. In the event that the Accounting Firm is serving
as accountant or auditor for the individual, entity or group effecting the
Change of Control, the Employee may appoint another nationally recognized
accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder).
All fees and expenses of the Accounting Firm shall be borne solely by the
Company. Any determination by the Accounting Firm shall be binding upon the
Company and the Employee. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments that will
not have been made by the Company should have been made (the “Underpayment”),
consistent with the calculations required to be made hereunder. In the event
the Company exhausts its remedies pursuant to Section 4(c) and the Employee
thereafter is required to make a payment of any Excise Tax, the Accounting
Firm shall determine the amount of the Underpayment that has occurred and any
such Underpayment shall be promptly paid by the Company to or for the benefit
of the Employee.
	 
	 	(c)	 	The Employee shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable, but no later than fifteen (15) business days after the Employee is
informed in writing of such claim. The Employee shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid.
The Employee shall not pay such claim prior to the expiration of the 30-day
period following the date on which the Employee gives such notice to the Company
(or such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies the Employee in writing
prior to the expiration of such period that the Company desires to contest such
claim, the Employee shall: (1) give the Company any information reasonably
requested by the Company relating to such claim, (2) take such action in
connection with contesting such claim as the Company shall reasonably request in
writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by
the Company, (3) cooperate with the Company in good faith in order effectively
to contest such claim, and (4) permit the Company to participate in any
proceedings relating to such claim; provided, however, that the
Company shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest, and shall
indemnify and hold the Employee harmless, on an after-tax basis, for any Excise
Tax or income tax (including interest and
penalties) imposed as a result of such representation and payment of costs
and expenses. Without limitation on the foregoing provisions of this Section
4(c), the Company shall control all proceedings taken in connection with such
contest, and, at its sole discretion, may pursue or forgo any and all




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	 	 	 	administrative appeals, proceedings, hearings and conferences with the
applicable taxing authority in respect of such claim and may, at its sole
discretion, either pay the tax claimed to the appropriate taxing authority on
behalf of the Employee and direct the Employee to sue for a refund or contest
the claim in any permissible manner, and the Employee agrees to prosecute
such contest to a determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that, if the
Company pays such claim and directs the Employee to sue for a refund, the
Company shall indemnify and hold the Employee harmless, on an after-tax
basis, from any Excise Tax or income tax (including interest or penalties)
imposed with respect to such payment or with respect to any imputed income in
connection with such payment; and provided, further, that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Employee with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore,
the Company’s control of the contest shall be limited to issues with respect
to which the Gross-Up Payment would be payable hereunder, and the Employee
shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.
	 
	 	(d)	 	If, after the receipt by the Employee of a Gross-Up Payment or
payment by the Company of an amount on the Employee’s behalf pursuant to Section
4(c), the Employee becomes entitled to receive any refund with respect to the
Excise Tax to which such Gross-Up Payment relates or with respect to such claim,
the Employee shall (subject to the Company’s complying with the requirements of
Section 4(c), if applicable) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after payment by the Company of an amount on the
Employee’s behalf pursuant to Section 4(c), a determination is made that the
Employee shall not be entitled to any refund with respect to such claim and the
Company does not notify the Employee in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then the amount of such payment shall offset, to the extent thereof, the amount
of Gross-Up Payment required to be paid.
	 
	 	(e)	 	Notwithstanding any other provision of this Section 4, the
Company may, in its sole discretion, withhold and pay over to the Internal
Revenue Service or any other applicable taxing authority, for the benefit of the
Employee, all or any portion of any Gross-Up Payment, and the Employee hereby
consents to such withholding.






	 	5.	 	Funding of Grantor Trust





     The Board of Directors of the Company shall have the option to establish a so-called “Rabbi
Trust” upon the occurrence, or in anticipation, of a Change of Control to secure for the Employee
the benefits provided pursuant to Sections 3 and 4 of this Agreement. If the Board of Directors



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elects to do so, the Company shall, immediately upon the occurrence of a Change of Control, make an
irrevocable contribution to the Rabbi Trust in an amount that is sufficient to pay the Employee the
benefits to which such Employee would be entitled pursuant to the terms of this Agreement as of the
date on which the Change of Control occurred.




	 	6.	 	Non-Exclusivity of Rights





     Nothing in this Agreement shall prevent or limit the Employee’s continuing or future
participation in any benefit, bonus, incentive or other plan or program provided by the Company or
any of its affiliated companies and for which the Employee may qualify, nor shall anything herein
limit or otherwise affect such rights that the Employee may have under any stock option or other
agreements with the Company. Amounts which are vested benefits or which the Employee is otherwise
entitled to receive under any plan or program of the Company at or subsequent to the Date of
Termination shall be payable in accordance with such plan or program.




	 	7.	 	No Setoff; Cooperation





     The Company’s obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the Employee or others.




	 	8.	 	Confidential Information





     Employee specifically agrees that he will not at any time, whether during his employment or
for a period of two (2) years after such employment ends for any reason, disclose or communicate to
any third party or use for any purpose (other than during his employment by the Company for proper
business purposes) any secret, proprietary or confidential information, or trade secret, relating
to the business of Company, or any subsidiary or affiliate of Company, including business methods
and techniques, research data, marketing and sales information, customer lists, know-how, and any
other information, process or technique or information, customer lists, know-how, and any other
information, process or technique or information concerning the business of Company, or any
subsidiary or affiliate of Company, their manner and method of operation, their plans or other data
not disclosed to the general public or known within the industry, regardless of whether such
information or trade secret was acquired prior to or after execution of this Agreement.




	 	9.	 	Non-Solicitation





     (a) The Employee agrees that, during the Agreement Period, Employee shall not, either directly
or indirectly, by or for himself, or as agent of another, or through others as his agent, in any
way seek to induce, bring about, promote, facilitate or encourage the discontinuance of or in any
way solicit for himself or others, those persons or entities who are customers or employees, or
hire
retain or otherwise use the services of any employees of the Company, or any subsidiary or
affiliate of the Company.



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     (b) Remedies. The Employee agrees that any breach or threatened breach or alleged
breach or alleged threatened breach by the Employee of any provision of Sections 8 or 9 of this
Agreement will entitle the Company, in addition to any other legal remedies available to it, to
apply to any court of competent jurisdiction to enjoin the breach or threatened breach or alleged
breach or alleged threatened breach, it being acknowledged and agreed that any such material breach
will cause irreparable injury to the Company and that damages will not provide adequate remedies to
the Company. The parties understand and intend that each restriction agreed to by the Employee
will be construed as separable and divisible from every other restriction, and that the
unenforceability, in whole or in part, of any restriction will not affect the enforceability of the
remaining restrictions and that one or more or all of such restrictions may be enforced in whole or
in part as the circumstances warrant. No waiver of any one breach of the restrictions contained
herein will be deemed a waiver of any future breach.




	 	10.	 	Exclusive Remedy





     The Employee’s rights to severance benefits pursuant to Sections 3 and 4 hereof shall apply
only in the events specified in this Agreement and shall be the Employee’s sole and exclusive
remedy for any termination of the Employee’s employment by the Company during the Agreement Period
without Cause or by the Employee for Good Reason, and upon such a termination, the payments,
severance benefits and severance protections provided to the Employee pursuant to this Agreement
are provided in lieu of any severance payments, severance benefits and severance protections
provided in any plan or policy of the Company, except (i) as may be expressly provided in writing
under the terms of any plan or policy of the Company; or (ii) as provided in any Performance Units
Agreement, Restricted Stock Units Agreement, Restricted Shares Agreement, Non Qualified Stock
Option Agreement or Salary Continuation Agreement between the Company and the Employee; or (iii) as
may be provided in a written agreement between the Company and the Employee entered into on or
after the date of this Agreement. In no event shall the Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the Employee
under any of the provisions of this Agreement.




	 	11.	 	Statement of Intention





     It is the intention of the parties hereto that, prior to the Effective Date, this Agreement
shall not create any rights or obligations in the Employee or the Company, or require any payments
by the Company to the Employee.




	 	12.	 	Successors






	 	(a)	 	The Employee. This Agreement is personal to the Employee
and without the prior written consent of the Company shall not be assignable by
the Employee otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Employee’s legal representatives.




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	 	(b)	 	The Company. This Agreement shall inure to the benefit
of and be binding upon the Company and its successors. The Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly 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 no such succession had taken place. As used in this Agreement, “Company”
shall include any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.






	 	13.	 	Miscellaneous






	 	(a)	 	Interpretation. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Kentucky, without
reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect.
	 
	 	(b)	 	Legal Fees. In the event of any litigation involving
this Agreement, and if the Employee is successful in such litigation, the
Company will reimburse the Employee for all legal fees and expenses paid by the
Employee in prosecuting or defending such litigation.
	 
	 	(c)	 	Notices. All notices and other communications hereunder
shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the Employee at the Employee’s address on the payroll records of
the Company and to the Company as follows:






NS Group, Inc.

530 W. Ninth Street

P.O. Box 1670

Newport, Kentucky 41072

Attention: Vice President Human Resources


And to such other address as either party shall have furnished to the other in writing in
accordance herewith. Notice and communications shall be effective when actually received by the
addressee.





	 	(d)	 	Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
	 
	 	(e)	 	Withholding Taxes. The Company may withhold from any
amounts payable under this Agreement such Federal, state or local taxes as shall
be required to be withheld pursuant to any applicable law or regulation.




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	 	(f)	 	No Waiver. The failure of the Employee or the Company to
insist upon strict compliance with any provision hereof shall not be deemed to
be a waiver of such provision or any other provision thereof.
	 
	 	(g)	 	Entire Agreement. This Agreement contains the entire
understanding of the Company and the Employee with respect to the subject matter
hereof. This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective successors
and legal representatives.
	 
	 	(h)	 	Dispute /Resolution Procedures. If any question shall
arise in regard to the interpretation of any provision of this Agreement or as
to the rights and obligations of either of the parties hereunder, the Employee
and a designated representative of the Company shall meet to negotiate and
attempt to resolve such question in good faith. The Employee and such
representative may, if they so desire, consult outside experts for assistance in
arriving at a resolution. In the event that a resolution is not achieved within
fifteen (15) days after their first meeting, and if the issue in question has
been initiated by Employee, then Employee shall have fifteen (15) days in which
to provide the Company written notice that he elects to have the question
resolved by a court and not to submit the question for final resolution by
binding arbitration. If the issue in question has been initiated by the Company
or if Employee shall not elect to have the question resolved by a court, then
either party may submit the question for final resolution by binding arbitration
in accordance with the rules and procedures of the American Arbitration
Association applicable to commercial transactions, and judgment upon any award
thereon may be entered in any court having jurisdiction thereof. The
arbitration shall be held in Covington, Kentucky and shall be governed by the
laws of the Commonwealth of Kentucky. In the event of any arbitration, the
Employee shall select one arbitrator, the Company shall select one arbitrator
and the two arbitrators so selected shall select a third arbitrator, any two of
which arbitrators together shall make the necessary determinations. All
out-of-pocket costs and expenses of the parties in connection with such
arbitration, including, without limitation, the fees of the arbitrators and any
administration fees and reasonable attorney’s fees and expenses, shall be borne
by the parties in such proportions as the arbitrators shall decide that such
expenses should, in equity, be apportioned.
	 
	 	(i)	 	This Agreement shall supersede any previous agreements between
the Employee and the Company with regard to change of control benefits
(including, but not limited to, the Change of Control Severance Agreement
between the Company and the Employee dated ___, which such agreement
is hereby terminated as of the date first set forth above.).




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IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the day and
year first above written.



I HAVE READ THIS CHANGE OF CONTROL SEVERANCE AGREEMENT AND, UNDERSTANDING ALL ITS TERMS, INCLUDING
THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES,
I SIGN IT AS MY FREE ACT AND DEED.




	 	 	 	 	 	 	 
	 	 	Employee:
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[EMPLOYEE NAME]
	 
	 	 	 	 	 	 
	 	 	Company:
	 
	 	 	 	 	 	 
	 	 	NS GROUP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 





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SCHEDULE OF DOCUMENTS OMITTED



The following agreements are substantially identical to the Form of Change of Control Severance
Agreement shown here, except for the identity of the employee, dates of execution and except that
under paragraph 3. (c) (i), Mr. Robichaud’s payment would be the aggregate of three times the
amount of his then current base salary and three times the average amount of his bonus in the prior
three years. Messrs. Depenbrock, Golatzki, LaRosa, Okrzesik and Weber’s payment would be the
aggregate of two times the amount of their then current base salary and two times the average
amount of their bonus in the prior three years. These documents are not filed as separate documents
in accordance with Exchange Act rule 12b-31.




Employee:




Rene J. Robichaud

Thomas J. Depenbrock

Thomas J. Weber

Robert L. Okrzesik

Frank J. LaRosa II

Thomas L. Golatzki





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