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NS Group, Inc. Form 10-Q March 31, 2002                            Exhibit 10.1


                              EMPLOYMENT AGREEMENT
                              --------------------


         Agreement made as of the 1st day of March, 2002, between NS Group,
Inc., a Kentucky corporation ("Employer"), and Rene J. Robichaud ("Employee").

                                   WITNESSETH:
                                   -----------


         WHEREAS, Employer and Employee executed an Employment Agreement dated
as of June 21, 1999, ("1999 Agreement"); and

         WHEREAS, Employer and Employee wish to execute a new employment
agreement to replace and supersede the 1999 Agreement; and

         WHEREAS, Employer desires to continue to employ Employee in an
executive position with significant executive and administrative
responsibilities and Employee desires to continue to be employed by Employer in
such capacity upon the terms and conditions hereinafter provided; and

         WHEREAS, Employee and Employer are desirous of entering into this
Employment Agreement ("Agreement") which sets forth the rights and obligations
of the parties during the continuation of such employment, as well as following
any termination thereof;

         NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained and in pursuance of the above, Employee and Employer agree as
follows:

1.       EMPLOYMENT

         (a)      Employer shall employ Employee as President and Chief
                  Executive Officer, to perform all duties that are customarily
                  performed by one holding such position, and Employee agrees to
                  such employment, subject to the general supervision and
                  direction by the Board of Directors of Employer and pursuant
                  to the terms and conditions hereof. In connection with
                  Employee's employment, Employee will be based at the principal
                  executive office of Employer at 530 W. Ninth Street, Newport,
                  Kentucky.

         (b)      Employee covenants and agrees that he will, at all times,
                  faithfully and industriously perform any and all duties
                  conferred upon him by Employer, and Employee further agrees
                  that he will devote all necessary working time and attention
                  thereto.

2.       TERM; TERMINATION; EXTENSION

         The term of this Agreement commences March 1, 2002 and shall continue
         for a period ending February 28, 2005. Unless terminated prior to that
         date, the term of the



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         Agreement shall automatically be extended for one year and from year to
         year thereafter, unless either Employer or Employee shall give written
         notice to the other not less than one hundred eighty (180) days before
         the end of the term or an extended term that they do not wish to extend
         the term of the Agreement further. Notwithstanding the foregoing, this
         Agreement shall terminate upon the earliest to occur of the following:

         (a)      Employer terminates the Agreement for Cause, upon thirty (30)
                  days prior written notice to Employee. For purposes of this
                  Agreement, "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
                  Employer; (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
                  Employer's Board of Directors or with the policies, standards
                  and regulations of the Employer after notice and failure to
                  cure within thirty (30) days; or (v) Employee's breach of
                  Sections 4, 5, 6, 7, or 9 of this Agreement.

                  In the event that Employee's employment is terminated for
                  Cause, Employer's obligation to pay Employee's salary, fringe
                  benefits or any other element of compensation will immediately
                  cease as of the date of termination of employment, including
                  but not limited to, all payments and benefits listed in
                  Schedule A hereto or any amendment to this Agreement. Employer
                  will have no further obligation to Employee other than as set
                  forth in this subparagraph.

         (b)      Employee terminates Agreement for any reason or no reason upon
                  thirty (30) days prior written notice to Employer.

                  In the event Employee so terminates this Agreement (other than
                  for Good Reason, as defined below), Employer's obligation to
                  pay Employee's salary, fringe benefits or any other element of
                  compensation will immediately cease as of the date of
                  termination of employment, including but not limited to, all
                  payments and benefits listed in Schedule A hereto or any
                  amendment to this Employment Agreement. Employer will have no
                  further obligation to Employee other than as set forth in this
                  subparagraph.

                  In the event Employee terminates this Agreement for Good
                  Reason, such termination shall be considered termination
                  pursuant to Section 2(d) below. "Good Reason" means; (i)
                  Employee's basic annual salary is reduced by five percent (5%)
                  or more; (ii) Employee is assigned duties which are
                  inconsistent with the duties of President and Chief Executive
                  Officer of an operation that is at least similar in size and
                  complexity of Employer on the date of this Agreement; (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 of this Agreement; or (v) material breach by
                  Employer of this Agreement or any other compensation related
                  agreement between Employee and Employer and failure to cure
                  such breach within thirty (30) days after written notice
                  thereof.



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         (c)      At Employer's option, due to Employee's inability to perform
                  his duties due to physical or mental disability for a period
                  of ninety (90) days or more.

                  In the event that Employee's employment is terminated under
                  this provision, Employer shall continue to pay Employee's base
                  salary and fringe benefits (as set forth in Section 3, below,
                  and as may be provided in Schedule A or any amendment to this
                  Employment Agreement, and in accordance with the terms of any
                  fringe benefit plan) for the greater of two (2) years
                  following the date of Employee's termination of employment
                  with Employer or until the end of the then current term of
                  this Agreement. Employer will have no further obligation to
                  Employee other than as set forth in this subparagraph.

         (d)      Employer terminates this Agreement for any other reason or no
                  reason prior to the end of the term by providing written
                  notice to Employee. This provision also will cover termination
                  due to Employee's death (other than by suicide).

                  In such case, Employer shall continue to pay Employee's base
                  salary, bonus and fringe benefits (as set forth in Section 3
                  below, and as may be provided in Schedule A or any amendment
                  to this Agreement, and in accordance with the terms of any
                  fringe benefit plan) for the greater of two (2) years
                  following the date of such termination or until the end of the
                  then current term of this Agreement. In the event of such
                  termination, stock options shall remain effective in
                  accordance with stock option plans of Employer and Employee's
                  stock option agreements. Employer will have no further
                  obligation to Employee other than as set forth in this
                  subparagraph.

3.       COMPENSATION; BENEFITS; VACATION; INDEMNIFICATION

         (a)      Employer shall pay Employee for Employee's services hereunder
                  a salary at the rate of not less than $380,000 per annum.
                  Employee shall also be entitled to participate in any bonus
                  plan, stock option program, retirement plan, and other fringe
                  benefits available to other employees of Employer or any of
                  its subsidiaries who are similarly situated in terms of (i)
                  position with Employer or any of its subsidiaries, (ii)
                  seniority and (iii) geographical location of employment.
                  Employee's participation in such plans, benefits and programs
                  shall be subject to the rules and regulations pertaining to
                  eligibility and participation therein.

         (b)      In addition, Employee shall be eligible for a minimum of four
                  (4) weeks of paid vacation each year during the term of this
                  Agreement.

         (c)      Employer will reimburse Employee for reasonable business
                  expenses incurred in the performance of his duties, in
                  accordance with Employer's reimbursement policy.

         (d)      Article VII of the By-Laws of Employer states that Employer
                  shall, to the fullest extent permitted by, and in accordance
                  with the provisions of the Kentucky Business Corporation Act,
                  indemnify Employee, both as a director and as an officer of
                  Employer.



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4.       OTHER EMPLOYMENT

         Employee shall devote substantially all of his normal working time,
         attention, knowledge, and skills solely to the business and interests
         of Employer. Employee shall not, directly or indirectly, in any manner
         whatsoever, solicit, accept or serve, on behalf of himself or any other
         third party, any similar or related business activities without
         Employer's prior approval. Furthermore, Employee shall not, directly or
         indirectly, act for the benefit or on behalf of any competitor of
         Employer or in any way inconsistent with Employer's best interest.

         This provision shall not be construed to prohibit Employee from
         devoting non-business hours to the passive pursuit of personal business
         interests not competitive with the business of Employer, or any
         subsidiary or affiliate of Employer, provided that such interests do
         not interfere with Employee's duties and responsibilities owed to
         Employer.

5.       DOCUMENTS

         Employee shall have no right, title or interest in any reports,
         studies, memoranda, correspondence, manuals, records, plans or other
         written, printed or otherwise recorded materials of any kind whatsoever
         belonging to or in the possession of Employer, or any subsidiary or
         affiliate of Employer. Employee agrees that he will surrender all such
         material to Employer, immediately upon the termination of his
         employment or at any time prior thereto upon the request of Employer.

6.       NON-DISCLOSURE OF 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 any material secret, private or confidential information or trade
         secret relating to the business of Employer, or any subsidiary or
         affiliate of Employer, including business methods and techniques,
         research data, marketing and sales information concerning the business
         of Employer, or any subsidiary or affiliate of Employer, their manner
         and method of operation, their plans or other data not disclosed to the
         general public or know within the industry, regardless of whether such
         information or trade secret was acquired prior to or after execution of
         this Agreement.

7.       COVENANT NOT TO COMPETE

         Employer and Employee recognize that Employer's industry is highly
         competitive and that Employee will acquire special knowledge from
         Employer. Employee, therefore, agrees that for twelve (12) months after
         the employment relationship ends for any reason;

         (a)      He 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 Employer, or any subsidiary
                  or affiliate of Employer; and



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         (b)      He shall not engage in, or become an owner, stockholder,
                  partner, lender, investor, director, officer, employee,
                  consultant or act in any other capacity with respect to any
                  entity which engages in, a business that competes with, or is
                  substantially similar to, the business then being conducted by
                  Employer, or any subsidiary or affiliate of Employer, and
                  located within North America.

8.       INJUNCTIVE RELIEF

         In addition to, and not in lieu of, any other remedy to which Employer
         may otherwise be entitled, the parties agree that a breach by Employee
         of any covenant set forth in paragraphs 1, 4, 5, 6, 7, or 9 of this
         Agreement shall result in irreparable injury, harm and damage to
         Employer for which there is no adequate remedy at law, and the parties
         further agree that, in the event of any violation or breach by Employee
         of any of those provisions of this Agreement, Employer shall be
         entitled to an immediate injunction and restraining order through
         proper action filed in a court of competent jurisdiction to prevent
         such violation or breach. Employee agrees to indemnify and hold
         Employer harmless for any costs and expenses, including reasonable
         attorneys' fees, which Employer may incur to remedy any violation or
         breach by Employee of any covenant set forth in paragraphs 1, 4, 5, 6,
         7, or 9 hereof.

9.       INVENTIONS

         Employee agrees that any and all inventions and discoveries, whether or
         not patentable, which Employee has conceived or may conceive and which
         pertain to work or business which he has performed or may perform on
         behalf of Employer, whether or not during working hours, shall be the
         sole and exclusive property of Employer.

         Employee further agrees to inform Employer of all inventions and
         discoveries promptly after they have been conceived or made in detail
         sufficient to permit Employer to understand such inventions and
         discoveries and practice them without the exercise of further inventive
         skill. When requested to do so, Employee agrees, whether during the
         term of this Agreement or within three (3) years thereafter, to execute
         any and all documents necessary or desirable to convey title to such
         inventions and discoveries to Employer and to assist Employer in
         perfecting and enforcing Employer's right in and to any such invention
         or discovery, including filing patent applications regarding such
         inventions or discoveries in the United States or in foreign countries.
         Employee agrees that any invention, product design, product improvement
         or technological innovation which Employee, either individually or
         jointly with others, has already conceived or during the term of this
         Agreement may conceive, develop, create or suggest that directly
         results from any work which Employee does or has done for Employer, or
         any subsidiary or affiliate of Employer, shall be the absolute property
         of Employer and shall promptly be disclosed by Employee to Employer.

10.      REPRESENTATIONS BY EMPLOYEE

         Employee represents that he is neither restricted nor prohibited in any
         manner from employment and performance of his duties on behalf of
         Employer as herein provided.



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11.      SEVERABILITY

         Employer and Employee agree that should any provision of this Agreement
         be held to be illegal, invalid or unenforceable for any reason, such
         term or provision shall be deemed to be modified to the extent
         necessary to permit its enforcement to the maximum extent permitted by
         applicable law, and any court making such determination shall have
         power to modify any and all such provisions, and such provisions shall
         then be applicable in modified form. If any provision of this Agreement
         is invalid or unenforceable for any reason, the remainder of this
         Agreement and all other provisions herein shall not be affected
         thereby.

12.      ENTIRE AGREEMENT AND AMENDMENTS

         Employer and Employee agree that this Agreement constitutes the entire
         agreement between them with respect to the subject matter hereof and
         that any and all prior discussions, negotiations, commitments and
         understandings relating thereto are superseded and merged herein. The
         terms and provisions of this Agreement shall not be changed, amended,
         waived, modified or terminated in any respect whatsoever except by a
         written instrument executed by Employer and Employee.

13.      INTERPRETATION

         This Agreement shall be interpreted as written jointly by Employer and
         Employee.

14.      GOVERNING LAW, FORUM SELECTION AND CONSENT TO PERSONAL JURISDICTION

         Employer and Employee hereby consent that any action arising from or to
         enforce any provision of this Agreement shall be brought only in a
         state or federal court located in the Commonwealth of Kentucky. This
         Agreement shall be interpreted, governed and enforced in accordance
         with the laws of the Commonwealth of Kentucky, including any
         arbitration proceedings pursuant to Section 17 below.

15.      ASSIGNMENT

         This Agreement shall be binding upon and inure to the benefit of
         Employer, its successors and assigns, and to the benefit of Employee,
         his heirs, administrators and legal representatives, except that
         Employee's duties to perform services hereunder are non-transferable.

16.      NO WAIVER OF RIGHTS

         Neither failure nor delay on the part of a party in exercising any
         right, power or privilege herein contained shall operate as a waiver
         thereof on the part of such part, nor shall a single or partial
         exercise thereof preclude any other or further exercise of any right,
         power or privilege by a party to this Agreement.



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17.      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 Employer 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 Employer 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 Employer 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 Employer 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.

         Notwithstanding the foregoing, any dispute for which money damages
         would not be an adequate remedy and disputes arising under Sections 4,
         5, 6, 7 and 9 are excluded from this Section 17, unless both parties
         mutually agree in writing to elect arbitration.

18.      NOTICE

         All notices to be given by either party to the other party to this
         Agreement shall be given in writing and sent by U.S. certified mail,
         return receipt requested, as follows:

                To Employee:                        Rene J. Robichaud
                                                    8130 Indian Hill Road
                                                    Cincinnati, Ohio  45242

                To Employer:                        Secretary
                                                    NS Group, Inc.
                                                    530 W. Ninth Street
                                                    Newport, Kentucky  41071

         Either party may change their mailing address set forth above by giving
         written notice to the other party of such new address sent by U.S.
         certified mail, return receipt requested. Written notices given
         pursuant to this section shall be deemed to have been delivered on the
         date reflected on such receipt.



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19.      SCHEDULE A

         More specific conditions of employment are described in attached
         Schedule A to this Agreement.

19.      This Agreement replaces and supersedes the 1999 Agreement, which is
         terminated and no longer in effect as of March 1, 2002.

         I HAVE READ THIS EMPLOYMENT AGREEMENT AND, UNDERSTANDING ALL OF 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.

         IN WITNESS WHEREOF, the Employer and Employee have agreed upon and
         executed this Agreement on the day and year first written above.

         WITNESSES:                                  EMPLOYEE:

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



                                            NS GROUP, INC.

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


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                                   SCHEDULE A
                            CONDITIONS OF EMPLOYMENT



EMPLOYMENT - President and Chief Executive Officer of the Company.

BONUS - Mr. Robichaud will participate in the Company's bonus plan, which
provides possible bonus awards equal to 100% of annual salary, based upon
performance of the Company.

STOCK OPTIONS - Options for 550,000 shares have been awarded. Subsequent option
awards will be determined by the Board of Directors. In the event that Mr.
Robichaud's employment is terminated other than for cause, suicide or to accept
other employment, not less than 60% of his outstanding options will be vested as
of the date of such termination.

DIRECTORSHIP - Mr. Robichaud has been elected a Director of the Company.

RETIREMENT - subject to the terms of the Salary Continuation Agreement between
Mr. Robichaud and the Company dated March 1, 2002.

SAVINGS PLAN - Mr. Robichaud is eligible to participate in the Company's
Salaried Employees' Retirement Savings Plan.

AUTOMOTIVE STIPEND - Mr. Robichaud will receive $1,250 per month, or $15,000 per
year, to cover the costs of a leased car as well as fuel, oil and maintenance
costs. The Company will provide liability insurance coverage.

COUNTRY CLUB GOLF OR COUNTRY CLUB FEES - Mr. Robichaud has joined a country
club. The Company will pay his membership fees during the term of this
Agreement.

BENEFITS - Benefits include health care and dental benefits for Mr. Robichaud
and his family, employee life insurance, sickness and accident salary
continuation and long-term disability, supplemental sickness and accident
benefits, educational assistance, as well as paid vacations and holidays.

CHANGE OF CONTROL SEVERANCE AGREEMENT - this Agreement between Mr. Robichaud and
the Company will be executed simultaneously with the Employment Agreement dated
March 1, 2002.



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