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NS Group, Inc. Form 10-Q March 31, 2002                           Exhibit 10.2


                      CHANGE OF CONTROL SEVERANCE AGREEMENT
                      -------------------------------------


                  AGREEMENT by and between NS Group, Inc., a Kentucky
corporation (the "Company"), and Rene J. Robichaud (the "Employee"), dated as of
the 1st day of March, 2002.

                  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 (a "Group of Persons") other than a Person described in clause (i) of the
definition of Affiliate;


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              (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 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; PROVIDED that the Person or
Group of Persons referred to in clauses (i), (iv) and (v) shall not mean
Clifford Borland or any Group of Persons with respect to which Clifford Borland
is the Beneficial Owner of the majority of the voting equity interests.

         (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; (iv) Employee's failure or refusal to comply with the lawful directions
of the 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, or 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.

         (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.

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         (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 Section 3 of this Agreement for the
period commencing on the Effective Date and ending on the third anniversary of
the Effective Date.

      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.

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         (c) TERMINATION BY THE EMPLOYEE FOR GOOD REASON; TERMINATION BY THE
COMPANY FOR OTHER THAN FOR CAUSE. 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 aggregate of three (3)
times the amount of the Employee's base salary in effect on the Date of
Termination and three (3) times the average amount of the Employee's bonus
payments made in the five (5) years prior to the Date of Termination. In
addition, Employee will receive a payment equal to 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 three (3) 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 not been terminated. The
Employee shall not be obligated to pay higher fees for such benefits than he 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 three (3) 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. NON-REDUCTION OF TERMINATION BENEFITS.

         In the event the Company's independent auditors (the "Accounting Firm")
shall determine that any payment or distribution by the Company to or for the
benefit of the Employee made pursuant to Section 3 of this Agreement would be
nondeductible by the Company for Federal income tax purposes because of Section
280G of the Internal Revenue Code of 1986 ("Code"), as amended, then the Company
shall nonetheless pay to Employee all payments and distributions under Section
3. If the Accounting Firm makes such a determination, the Company shall promptly
provide the Employee with notice to that effect with a copy of the detailed
calculation thereof. The Employee shall pay all taxes on all such payments and
distributions under Section 3 that are imposed on Employee, including the excise
tax under Section 4999 of the Code.



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      5. FUNDING OF GRANTOR TRUST.

                  The Board of Directors of the Company all 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
Section 3 of this Agreement. If the Board of Directors 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 setoff, 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.



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      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.

         (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
Section 3 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 other 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, (ii) or as provided in any Non-Qualified
Stock Option Agreement between the Company and the Employee and any 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.

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      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.

         (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:  President

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.



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         (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.

         (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. This Agreement supercedes and replaces all prior Change of
Control Severance Agreements entered into between the Company and Employee,
including the Change of Control Severance Agreement dated as of October 24,
2000.

         (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.




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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.


Witness                                    Employee:

/s/ Susan Vaughn                           /s/ Rene J. Robichaud



                                            NS GROUP, INC.

                                            By: /s/ Thomas J. Depenbrock
                                            Its: Secretary


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