EX-10.3



 






Exhibit 10.3




NS GROUP, INC. EQUITY PLAN

RESTRICTED STOCK UNITS 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 “Grantee”).



     1. Grant of Restricted Stock Units. 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 Grantee ___
restricted stock units (the “Restricted Stock Units”). Each Restricted Stock
Unit represents the contingent right to receive one Common Share (the “Share”
or collectively the “Shares”) in accordance with the terms of this Agreement.



     2. Vesting of Restricted Stock Units.



        (a) The Restricted Stock Units shall become nonforfeitable and converted
to an equivalent number of Shares to the extent of one-third of the Restricted
Stock Units specified in Section 1 on each of the first three anniversaries of
the Date of Grant for so long as the Grantee remains in the continuous employ
of the Company and its Subsidiaries. See Section 10 of this Agreement.



        (b) Notwithstanding the provisions of Section 2(a), the Restricted Stock
Units shall immediately become nonforfeitable and converted to an equivalent
number of Shares if, prior to the date the Restricted Stock Units become fully
nonforfeitable pursuant to Section 2(a), and while the Grantee is in the employ
of the Company and its Subsidiaries, (i) the Grantee dies or becomes
permanently disabled (as determined by the Committee), or (ii) a Change in
Control occurs.



     3. Forfeiture of Restricted Stock Units. The Restricted Stock Units shall
be forfeited (to the extent such Restricted Stock Units have not become vested
pursuant to Section 2) if the Grantee ceases to be continuously employed by the
Company and its Subsidiaries. See Section 10 of this Agreement.



     4. Delivery of Shares. Subject to the terms and conditions of this
Agreement, the Shares shall be delivered to the Grantee as soon as
administratively practicable following the date that the corresponding
Restricted Stock Units become nonforfeitable in accordance with Section 2
hereof. The Grantee shall not possess any incidents of ownership (including,
without limitation, dividend and voting rights) in the Shares until such Shares
have been delivered to the Grantee in accordance with this Section 4.



     5. Deferral of Settlement. To the extent permitted by law, the Committee
may permit the Grantee to elect to defer the settlement of the Restricted Stock
Units pursuant to such rules, procedures or programs as it may establish for
purposes of this Agreement. The Committee also may provide that the deferred
settlement includes the payment or crediting of dividend equivalents or
interest on the deferred amounts.



     6. Transferability. The Restricted Stock Units may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
by the Grantee; provided, however, that the Grantee’s rights with respect to
such Restricted Stock Units may be transferred by will or pursuant to the laws
of descent and distribution. Any purported transfer or



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Exhibit 10.3




NS GROUP, INC. EQUITY PLAN

RESTRICTED STOCK UNITS AGREEMENT



encumbrance in violation
of the provisions of this Section 6 shall be void, and the other party to any
such purported transaction shall not obtain any rights to or interest in such
Restricted Stock Units.




     7. No Employment Contract. Nothing contained in this Agreement shall
confer upon the Grantee 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 Grantee.



     8. Taxes and Withholding. To the extent that the Company shall be
required to withhold any federal, state, local or other taxes in connection
with the delivery of the Shares, it shall be a condition to the delivery of the
Shares that the Grantee shall pay such taxes or make provisions that are
satisfactory to the Company for the payment thereof.



     9. 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 Shares shall not be delivered if the delivery thereof would
result in a violation of any such law or listing requirement.



     10. Continuous Employment. For purposes of this Agreement, the continuous
employment of the Grantee with the Company and its Subsidiaries shall not be
deemed to have been interrupted, and the Grantee 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 approved by the Committee.



     11. Adjustments. The Committee may make or provide for such adjustments
in the number of Restricted Stock Units covered by this Agreement and in the
kind of shares covered thereby, as the Committee, in its sole discretion,
exercised in good faith, may determine is equitably required to prevent
dilution or enlargement of the Grantee’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 Restricted Stock Units
such alternative consideration as it may determine to be equitable in the
circumstances and may require in connection therewith the surrender of the
Restricted Stock Units.



     12. Amendments. Subject to the terms of the Plan, the Committee may
modify this Agreement upon written notice to the Grantee. 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 Grantee under this Agreement without the Grantee’s consent.



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Exhibit 10.3




NS GROUP, INC. EQUITY PLAN

RESTRICTED STOCK UNITS AGREEMENT




     13. 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.



     14. Relation to Plan. This Agreement is subject to the terms and
conditions of the Plan. This Agreement 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 settlement of the Restricted Stock
Units.



     15. Successors and Assigns. Without limiting Section 6 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 Grantee, and the successors and assigns of the Company.



     16. 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.



     17. Notices. Any notice to the Company provided for herein shall be in
writing to the Company and any notice to the Grantee shall be addressed to the
Grantee 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).



     18. Unsecured Creditor. The Grantee acknowledges that no assets of the
Company shall be segregated for the purpose of delivering Shares under this
Agreement or shall be held (or deemed to be held) in trust for the benefit of
the Grantee. It is the intention of the Grantee and the Company that all
payment obligations under this Agreement shall constitute at all times general
unsecured obligations of the Company.



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Exhibit 10.3




NS GROUP, INC. EQUITY PLAN

RESTRICTED STOCK UNITS AGREEMENT




     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officer and the Grantee 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 Restricted Stock Units granted
thereunder on the terms and conditions set forth herein and in the Plan.



	 	 	 
	

	 	____________________
	

	 	Grantee
	

	 	 
	

	 	Date:________________








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