Exhibit 10.3


 


FOOT LOCKER 2007 STOCK INCENTIVE PLAN


 


NONSTATUTORY STOCK OPTION AWARD AGREEMENT


 


Stock Option Grant


The Compensation and Management Resources Committee of the Board
of Directors of Foot Locker, Inc. (the "Company"), a New York corporation, granted you a Nonstatutory Stock Option (the
"Option") on August 10, 2015 under the Foot Locker 2007 Stock Incentive Plan (the "Plan"), to purchase shares
of the Company’s common stock, as set forth below. Except as otherwise provided in the Plan or in this Agreement, the Option
will become exercisable in annual installments over a three-year vesting period according to the vesting schedule specified below:


 


	 	Name of Participant:	Pawan Verma
	 	 	 
	 	Date of Grant:	August 10, 2015
	 	 	 
	 	Exercise Price Per Share:	$73.21
	 	 	 
	 	Number of Shares of Stock:	11,346
	 	 	 
	 	Vesting Schedule:	3,782 shares on August 10, 2016
	 	 	3,782 shares on August 10, 2017
	 	 	3,782 shares on August 10, 2018
	 	 	 
	 	Expiration Date:	August 10, 2025


 


The Option will expire on the Expiration Date unless,
prior to that time, the Option is exercised in full, is cancelled, or expires due to your death, retirement or other
termination of employment, as provided under the terms of this Award Agreement and the Plan.


 


The Option is subject to the terms of the Plan, the Prospectus
covering the Plan dated July 4, 2014, any subsequently issued Prospectus or Appendix covering the Plan, and the terms and conditions
set forth in this Award Agreement. All of these documents are incorporated herein by this reference and made a part of the Option.


 


If the Company terminates your employment without Cause prior
to August 10, 2017, the first two tranches of the Option shall, to the extent not already vested, vest on your termination date,
and the balance of the Option shall be cancelled and forfeited in its entirety as of the termination date in accordance with the
terms and conditions of the Plan.


 




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If you terminate your employment without Good Reason or the
Company terminates your employment for Cause prior to August 10, 2017 (in each case, a “Non-Qualifying Termination”),
you shall pay to the Company and the Company shall be entitled to recover, a lump sum payment in cash equal to the aggregate intrinsic
value of the vested portion of your Option, to the extent exercised either pre- or post-termination, (based on the per-share closing
price of the Company’s Common Stock on the exercise date less the per-share option exercise price multiplied by the number
of shares of Common Stock exercised), net of any taxes that had been withheld by the Company upon your exercise of the Option,
such payment to be due to the Company within ten (10) business days from your termination date or, if the Option is exercised post-termination,
within ten (10) business days from the exercise date of the Option. Notwithstanding the foregoing, upon a Non-Qualifying Termination,
in the event that any portion of the Option has not vested or any portion of the Option has vested but has not been exercised,
such portion of the Option shall be cancelled and forfeited in its entirety in accordance with the terms and conditions of the
Plan.


 


Non-Competition 


By accepting this Option you agree that during the "Non-Competition
Period" you will not engage in "Competition" with the Company or any of its subsidiaries, divisions, or affiliates
(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,
consultant, or in any capacity whatsoever (within the United States of America, or in any country where 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.


 


As used herein, "Non-Competition" Period means (i)
the period commencing August 10, 2015 and ending on August 10, 2018, 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 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 A hereto.


 




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You agree that the breach by you of the provisions included
herein 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 therefore agree 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, any stock options covered by this Nonstatutory Stock Option Award Agreement ("Award Agreement") that are then
unexercised (whether or not vested) shall be immediately cancelled.


 


You and the Company further agree that the Non-Competition Provision
is reasonable and that the Company would not have granted the stock option provided for in this Award 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.


 


Acceptance of Option


To accept this stock option grant, please click “Accept”
below no later than September 10, 2015. Please ensure your home address is accurate by reviewing it on the “my profile”
tab.


 


	August 11, 2015	 
	 	FOOT LOCKER, INC.
	 	 	 
	 	By:	/s/ Sheilagh M. Clarke
	 	 	Sheilagh M. Clarke
	 	 	Senior Vice President -
	 	 	General Counsel and Secretary


 




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ATTACHMENT A


 


Change in Control


 


A Change in Control shall mean any of the following:


 


(A)         the
merger or consolidation of Foot Locker with, or the sale or disposition of all or substantially all of the assets of Foot Locker
to, any Person other than (a) a merger or consolidation which would result in the voting securities of Foot Locker 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 Foot Locker
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 Foot Locker (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 Exchange Act), of securities representing more
than the amounts set forth in (B) below;


 


(B)         the
acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), in
the aggregate, of securities of Foot Locker representing thirty-five percent (35%) or more of the total combined voting power of
Foot Locker’s then issued and outstanding voting securities by any Person (other than Foot Locker or any of its subsidiaries,
any trustee or other fiduciary holding securities under any employee benefit plan of Foot Locker, or any company owned, directly
or indirectly, by the shareholders of Foot Locker in substantially the same proportions as their ownership of Stock) acting in
concert; or


 


(C)         during
any period of not more than twelve (12) months, individuals who at the beginning of such period constitute the Board, and any new
director whose election by the Board or nomination for election by Foot Locker’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.


 




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