EX-10.4



 






Exhibit 10.4




NS GROUP, INC. EQUITY PLAN

NONQUALIFIED STOCK OPTION AGREEMENT




     This Agreement (the “Agreement”) is made as of ___, 2___(the “Date of
Grant”) by and between NS Group, Inc., a Kentucky corporation (the “Company”)
and ___(the “Optionee”).



     1. Grant of Option Right. Subject to and upon the terms, conditions and
restrictions set forth in this Agreement and in the NS Group, Inc. Equity Plan
(the “Plan”), the Company hereby grants to the Optionee as of the Date of Grant
an option (the “Option Right”) to purchase ___Common Shares, at the price
of ___per share (the “Option Price”). This Option Right is intended to be
a nonqualified stock option and shall not be treated as an “incentive stock
option” within the meaning of that term under Section 422 of the Code.



     2. Exercise of Option Right.



        (a) Unless and until terminated as hereinafter provided, the Option Right
will become exercisable to the extent of one-third of the Common Shares
specified in Section 1 on each of the first three anniversaries of the Date of
Grant for so long as the Optionee remains in the continuous employ of the
Company and its Subsidiaries. See Section 11 of this Agreement.



        (b) Notwithstanding the provisions of Section 2(a), the Option Right will
become immediately exercisable in full if, prior to the date the Option Right
becomes fully exercisable pursuant to Section 2(a), and while the Optionee is
in the employ of the Company and its Subsidiaries, (i) the Optionee dies or
becomes permanently disabled (as determined by the Committee), or (ii) a Change
in Control occurs.



        (c) To the extent that the Option Right becomes exercisable in accordance
with this Section 2, it may be exercised in whole or in part from time to time
by written notice to the Company stating the number of Common Shares for which
the Option Right is being exercised and the intended manner of payment.



     3. Forfeiture of Option Right. The Option Right shall be forfeited (to
the extent it has not become exercisable pursuant to Section 2) if the Optionee
ceases to be continuously employed by the Company and its Subsidiaries. See
Section 11 of this Agreement.



     4. Payment of Option Price. The Option Price is payable (a) in cash or by
certified or cashier’s check or other cash equivalent acceptable to the Company
payable to the order of the Company, (b) with the Committee’s approval, by
surrender of Common Shares (including by attestation) owned by the Optionee, or
(c) by a combination of surrender of Common Shares, and cash or certified or
cashier’s check.



     5. Term of Option Right. The Option Right will terminate on the earliest
of the following dates:



        (a) Two years after the Optionee ceases to be an employee of the Company
or any Subsidiary as a result of his death or disability (as determined by the
Committee);



        (b) Two years after the Optionee’s employment is terminated by the Company
or any Subsidiary for any reason other than for cause. For purposes of this
provision, the term



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“cause” shall mean (i) conviction or judicial admission by
the Optionee of any felony criminal act, a crime involving moral turpitude, or
a crime of fraud or dishonesty; (ii) acts by the Optionee constituting gross
negligence or willful misconduct to the detriment of the Company; (iii) the
Optionee’s misfeasance, nonfeasance or malfeasance in the performance of his
duties; or (iv) the Optionee’s failure or refusal to comply with the lawful
directions of the Board of Directors or with the policies, standards and
regulations of the Company after notice and failure to cure within thirty (30)
days;




        (c) Ninety days after the Optionee ceases to be an employee of the Company
or any Subsidiary for any reason other than as described in Section 5(a) or
5(b); or



        (d) Ten years from the Date of Grant.



        Notwithstanding anything contained in this Section 5 to the contrary, in
the event that the Optionee ceases to be an employee of the Company or any
Subsidiary for any reason (including any of the reasons described in Sections
5(a) through 5(c) above) within three years following a Change in Control, the
Option Right will terminate on the earliest of the following dates: (i) five
years after the Optionee ceases to be an employee of the Company or any
Subsidiary or (ii) ten years from the Date of Grant.



     6. Issuance of Common Shares. Subject to the terms and conditions of this
Agreement, Common Shares shall be issuable to the Optionee as soon as
administratively practicable following the date the Optionee exercises the
Option Right in accordance with Section 2 hereof and makes full payment to the
Company of the Option Price. The Optionee shall not possess any incidents of
ownership (including, without limitation, dividend and voting rights) in the
Common Shares until such Common Shares have been issued to the Optionee in
accordance with this Section 6.



     7. Transferability. The Option Right may not be sold, exchanged, assigned,
transferred, pledged, encumbered or otherwise disposed of by the Optionee;
provided, however, that the Optionee’s rights with respect to such Option Right
may be transferred by will or pursuant to the laws of descent and distribution.
Any purported transfer or encumbrance in violation of the provisions of this
Section 7 shall be void, and the other party to any such purported transaction
shall not obtain any rights to or interest in such Option Right. The Option
Right may be exercised, during the lifetime of the Optionee, only by the
Optionee, or in the event of his legal incapacity, by his guardian or legal
representative acting on behalf of the Optionee in a fiduciary capacity under
state law and court supervision.



     8. No Employment Contract. Nothing contained in this Agreement shall
confer upon the Optionee any right with respect to continuance of employment by
the Company and its Subsidiaries, nor limit or affect in any manner the right
of the Company and its Subsidiaries to terminate the employment or adjust the
compensation of the Optionee.



     9. Taxes and Withholding. To the extent that the Company shall be
required to withhold any federal, state, local or other taxes in connection
with Common Shares obtained upon the exercise of the Option Right, it shall be
a condition to the issuance of such Common Shares that the Optionee shall pay
such taxes or make provisions that are satisfactory to the



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Company for the payment thereof. With the consent of the Committee, the Optionee may elect to
satisfy all or any part of any such withholding obligation by surrendering to
the Company a portion of the Common Shares that are issued or transferred to
the Optionee upon the exercise of the Option Right, and the Common Shares so
surrendered by the Optionee shall be credited against any such withholding
obligation at the Market Value per Share of such shares on the date of such
surrender.




     10. Compliance with Law. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws and listing
requirements of the New York Stock Exchange or any national securities
exchange; provided, however, notwithstanding any other provision of this
Agreement, the Company will not be obligated to issue any Common Shares
pursuant to this Agreement if the issuance thereof would result in a violation
of any such law or listing requirement.



     11. Continuous Employment. For purposes of this Agreement, the continuous
employment of the Optionee with the Company and its Subsidiaries shall not be
deemed to have been interrupted, and the Optionee shall not be deemed to have
ceased to be an employee of the Company and its Subsidiaries, by reason of the
transfer of his employment among the Company and its Subsidiaries or a leave of
absence or layoff approved by the Committee.



     12. Adjustments. The Committee may make or provide for such adjustments
in the Option Price and in the number and kind of shares of stock covered by
this Agreement, as the Committee, in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or enlargement
of the Optionee’s rights that otherwise would result from (a) any stock
dividend, stock split, combination of shares, recapitalization, or other change
in the capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation, or other distribution of assets (including, without limitation, a
special or large non-recurring dividend) or issuance of rights or warrants to
purchase securities, or (c) any other corporate transaction or event having an
effect similar to any of the foregoing. In the event of any such transaction
or event, the Committee, in its discretion, may provide in substitution for the
Option Right such alternative consideration as it may determine to be equitable
in the circumstances and may require in connection therewith the surrender of
the Option Right.



     13. Amendments. Subject to the terms of the Plan, the Committee may
modify this Agreement upon written notice to the Optionee. Any amendment to
the Plan shall be deemed to be an amendment to this Agreement to the extent
that the amendment is applicable hereto. Notwithstanding the foregoing, no
amendment of the Plan or this Agreement shall adversely affect the rights of
the Optionee under this Agreement without the Optionee’s consent.



     14. Severability. In the event that one or more of the provisions of this
Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so
invalidated shall be deemed to be separable from the other provisions
hereof, and the remaining provisions hereof shall continue to be valid and
fully enforceable.



     15. Relation to Plan. The Option Right granted under this Agreement and
all the terms and conditions hereof are subject to the terms and conditions of
the Plan. This Agreement



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and the Plan contain the entire agreement and
understanding of the parties with respect to the subject matter contained in
this Agreement, and supersede all prior written or oral communications,
representations and negotiations in respect thereto. In the event of any
inconsistency between the provisions of this Agreement and the Plan, the Plan
shall govern. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Plan. The Committee acting pursuant to the
Plan, as constituted from time to time, shall, except as expressly provided
otherwise herein, have the right to determine any questions which arise in
connection with the grant or exercise of the Option Right.




     16. Successors and Assigns. Without limiting Section 7 hereof, the
provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal representatives and assigns
of the Optionee, and the successors and assigns of the Company.



     17. Governing Law. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the Commonwealth of Kentucky,
without giving effect to the principles of conflict of laws thereof.



     18. Notices. Any notice to the Company provided for herein shall be in
writing to the Company and any notice to the Optionee shall be addressed to the
Optionee at his or her address on file with the Company. Except as otherwise
provided herein, any written notice shall be deemed to be duly given if and
when delivered personally or deposited in the United States mail, first class
certified or registered mail, postage and fees prepaid, return receipt
requested, and addressed as aforesaid. Any party may change the address to
which notices are to be given hereunder by written notice to the other party as
herein specified (provided that for this purpose any mailed notice shall be
deemed given on the third business day following deposit of the same in the
United States mail).



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officer and the Optionee has also executed
this Agreement in duplicate, as of the day and year first above written.



	 	 	 
	

	 	NS GROUP, INC.
	

	 	 
	

	 	By:__________________
	

	 	Name:
	

	 	Title:







     The undersigned hereby acknowledges receipt of an executed original of
this Agreement and accepts the award of the Option Right granted thereunder on
the terms and conditions set forth herein and in the Plan.



	 	 	 
	

	 	____________________
	

	 	Optionee
	

	 	 
	

	 	Date:________________








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