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Exhibit 10.21

EXECUTIVE EMPLOYMENT
AGREEMENT

     AGREEMENT made as of the _______ day of
________ 2008 between Foot Locker, Inc. (the "Company"), a New York corporation
with its principal office located at 112 West 34th Street, New York, New York
10120, and _________________ (“Executive").

W I T N E S S E T H:

     WHEREAS, the Company believes that the
establishment and maintenance of a sound and vital management of the Company is
essential to the protection and enhancement of the interests of the Company and
its shareholders;

     WHEREAS, the Company wishes to provide
for the continued employment of the Executive with the Control Group, and the
Executive is willing to commit himself to continue to serve the
Company;

     WHEREAS, this Agreement supersedes any
employment agreement, severance plan, policy and/or practice of the Company in
effect on the date hereof for the Executive.

     NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained, the parties hereto hereby agree
as follows:

     1. Definitions. The following terms
shall have the meanings set forth in this section as follows:

          (a) "Affiliate" shall mean the Company
and any entity affiliated with the Company within the meaning of Code Section
414(b) with respect to a controlled group of corporations, Code Section 414(c)
with respect to trades or businesses under common control with the Company, Code
Section 414(m) with respect to affiliated service groups and any other entity
required to be aggregated with the Company under Section 414(o) of the Code. No
entity shall be treated as an Affiliate for any period during which it is not
part of the controlled group, under common control or otherwise required to be
aggregated under Code Section 414.

          (b) "Beneficiary" shall mean the
individual designated by the Executive, on a form acceptable by the Committee,
to receive benefits payable under this Agreement in the event of the Executive's
death. If no Beneficiary is designated, the Executive's Beneficiary shall be his
spouse, or if the Executive is not survived by a spouse, the Executive's
estate.

          (c) "Board" shall mean the Board of
Directors of the Company.

          (d) "Cause" shall mean (with regard to
the Executive's termination of employment with the Control Group): (i) the
refusal or willful failure by the Executive to substantially perform his duties,
(ii) with regard to the Control Group or any of their assets or businesses, the
Executive's dishonesty, willful misconduct, misappropriation, breach of
fiduciary duty or fraud, (iii) the willful breach by the Executive of any
material provision of this Agreement, which breach is not cured within ten (10)
business days from the date of the Company's notice of the occurrence of such
breach to the Executive, or (iv) the Executive's conviction of a felony (other
than a traffic violation) or any other crime involving, in the sole discretion
of the Committee, moral turpitude.

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          (e) "Change in Control"
shall have the meaning set forth in Appendix A attached hereto.

          (f) "Code" shall mean the Internal
Revenue Code of 1986, as amended and as hereafter amended from time to
time.

          (g) "Committee" shall mean the
Compensation and Management Resources Committee of the Board or an
administrative committee appointed by the Compensation and Management Resources
Committee.

          (h) "Competition" shall mean
participating, directly or indirectly, as an individual proprietor, stockholder,
officer, employee, director, joint venturer, investor, lender, or in any
capacity whatsoever (within the United States of America, or in any other
country where any of the Executive's 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 Company or any of
its subsidiaries or affiliates; 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.

          (i) "Control Group" shall mean the
Company and its Affiliates.

          (j) "Good Reason" shall mean (with
respect to an Executive's termination of employment with the Control
Group):

               (i) Prior to a Change in Control, (A) a
reduction in the Executive's rate of base salary as payable from time to time,
other than a reduction that occurs in connection with, and in the same
percentage as, an across-the-board reduction over any three-year period in the
base salaries of all executives of the Company of a similar level and where the
reduction is less than 20 percent of the Executive's base salary measured from
the beginning of such three-year period; or (B) a material and adverse change in
the nature and status of the Executive's authority or responsibilities, except
temporarily as a result of the Executive's disability, illness or other
absence.

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(ii) On or after a Change in Control, (A) any reduction in the Executive’s rate
of base salary as payable from time to time; (B) a failure of the Company to
continue in effect the benefits applicable to, or the Company's reduction of the
benefits applicable to, the Executive under any benefit plan or arrangement
(including without limitation, any pension, life insurance, health or disability
plan) in which the Executive participates as of the date of the Change in
Control without implementation of a substitute plan(s) providing materially
similar benefits in the aggregate to those discontinued or reduced, except for a
discontinuance of, or reduction under, any such plan or arrangement that is
legally required, and provided that in either such event the Company provides
similar benefits (or the economic effect thereof) to the Executive in any manner
determined by the Company; or (C) any material demotion of the Executive or any
material reduction in the Executive's authority or responsibility, except
temporarily as a result of the Executive's disability, illness or other
absence.

               (iii) At any time, (A) a reduction in the
Executive's annual bonus classification level other than in connection with a
redesign of the applicable bonus plan that affects all employees at the
Executive's bonus level; (B) the failure of any successor to the Company to
assume in writing the obligations hereunder; or (C) the Company’s failure to
renew this Agreement.

          (k) "Non-Competition Period" shall mean
(i) the period the Executive is employed by the Control Group and (ii) at any
time prior to a Change in Control, the one (1) year period commencing on the
Termination Date.

          (l) "Salary" shall mean an Executive's
base cash compensation rate for services paid to the Executive by the Company or
an Affiliate at the time of his termination of employment from the Control
Group. Salary shall not include commissions, bonuses, overtime pay, incentive
compensation, benefits paid under any qualified plan, any group medical, dental
or other welfare benefit plan, noncash compensation or any other additional
compensation but shall include amounts reduced pursuant to an Executive's salary
reduction agreement under Sections 125, 132(f) or 401(k) of the Code (if any) or
a nonqualified elective deferred compensation arrangement to the extent that in
each such case the reduction is to base salary.

          (m) “Section
409A” shall mean Section 409A of the Code including the regulations issued
thereunder by the Department of the Treasury.

          (n) "Severance Benefit" shall mean (i) in
the case of the Executive's termination of employment with the Control Group
that does not occur within the 24 month period following a Change in Control and
such termination is a termination of employment by the Company without Cause or
by the Executive for Good Reason, 2.9 times his weekly Salary multiplied by the
Executive's Years of Service; provided, however, that the Severance Benefit
shall be no less than 39 weeks' Salary; or (ii) in the case of the Executive's
termination of employment with the Control Group that occurs within the 24 month
period following a Change in Control and such termination is a termination of
employment by the Company without Cause or by the Executive for Good Reason, 2.9
times his weekly Salary multiplied by the Executive's Years of Service;
provided, however, that the Severance Benefit shall be no less than 1.45 times
the Executive’s annual Salary.

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          (o)
"Severance Period" shall mean (i) in the case of the Executive's termination of
employment that does not occur within the 24 month period following a Change in
Control and such termination is a termination of employment by the Company
without Cause or by the Executive for Good Reason, two weeks multiplied by the
Executive's Years of Service, with a minimum of 26 weeks; or (ii) in the case of
the Executive's termination of employment within the 24 month period following a
Change in Control and such termination is a termination of employment by the
Company without Cause or by the Executive for Good Reason, two weeks multiplied
by the Executive's Years of Service, with a minimum of 52 weeks. 

          (p) “Substantially All of the Assets of the Company”
shall mean at least 66 percent of the total gross fair market value of the
assets of the Company immediately prior to the acquisition by a non-related
third party, determined without regard to any liabilities associated with such
assets.

          (q)
"Termination Date" shall mean in the case of the Executive's death, the date of
death, or in all other cases, the date specified in the Notice of Termination;
provided, however, that if the Executive's employment is terminated by the
Company due to disability as provided in Section 7(b), the date specified in the
Notice of Termination shall be at least thirty (30) days from the date the
Notice of Termination is given to the Executive.

          (r) "Termination of Employment" shall mean separation
from service with the Control Group in accordance with Section 409A for any
reason, including, but not limited to retirement, death, disability, resignation
or dismissal with or without Cause; provided, however, that if an Employer is no
longer a member of the Control Group and the Participant is transferred in
connection with the sale of the assets of an Employer and the successor assumes
the obligations hereunder in accordance with Section 13 hereof, a Termination of
Employment shall not occur until termination of employment with the
new control group. 

          (s)
"Year of Service" shall mean each 12 consecutive month period commencing on the
Executive's date of hire by the Company or an Affiliate and each anniversary
thereof in which the Executive is paid by the Company or an Affiliate for the
performance of full-time services as an Executive. For purposes of this section,
full-time services shall mean that the Executive is employed for at least 30
hours per week. A Year of Service shall include any period during which the
Executive is not working due to disability, leave of absence or layoff so long
as he is being paid by the Company or an Affiliate (other than through any
employee benefit plan). A Year of Service also shall include service in any
branch of the armed forces of the United States by any person who is an
Executive on the date such service commenced, but only to the extent required by
applicable law. 

     2. Term. The initial term of this
Agreement shall commence on ______________ and shall end
on _______________, unless further extended or sooner terminated as
hereinafter provided. The term shall be automatically renewed for additional
one-year periods unless the Company notifies the Executive three months prior to
the end of the term that the term shall not be renewed. In no event,
however, shall the term of the Executive's employment extend beyond the date of
the Executive's actual retirement under a retirement plan of the
Company.

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     3. Position and Duties. The
Executive shall serve as ___________________________ of the Company, and shall
have such responsibilities, duties and authority as he may have as of the
effective date of this Agreement (or any comparable position to which he may be
assigned after the effective date of this Agreement) and as may from time to
time be assigned to the Executive by the ______________________ of the Company
that are consistent with such responsibilities, duties and authority. The
Executive shall devote substantially all of his working time and efforts to the
business and affairs of the Company and its Affiliates.

     4. Place of Performance. In
connection with the Executive's employment by the Company, the Executive shall
be based in the New York metropolitan area, except for required travel on
Company business.

     5. Compensation and Related Matters

          (a) Salary. During the period of the
Executive's employment hereunder, the Company or an Affiliate shall pay to the
Executive a salary at a rate not less than the rate in effect as of the
effective date of this Agreement or such higher rate as may from time to time be
determined by the Company, such salary to be paid in accordance with the
Company's normal payroll practices.

          (b) Expenses. During the term of the
Executive's employment hereunder, subject to Section 20 hereof, the Executive
shall be entitled to receive prompt reimbursement for all reasonable and
customary expenses incurred by the Executive in performing services hereunder,
including all expenses of travel and living expenses while away from home on
business or at the request of and in the service of the Company or an Affiliate,
provided that such expenses are incurred and accounted for in accordance with
the policies and procedures established by the Company.

          (c) Other Benefits. The Company shall
maintain in full force and effect, and the Executive shall be entitled to
continue to participate in, all of the employee benefit plans and arrangements
in effect on the date hereof in which the Executive participates or plans or
arrangements providing the Executive with at least equivalent benefits
thereunder (including without limitation each retirement plan, excess retirement
plans, annual incentive compensation plans, stock option and purchase plans,
group life insurance and accident plans, medical and dental insurance plans, and
disability plan), and the Company shall not make any changes in such plans or
arrangements that would adversely affect the Executive's rights or benefits
thereunder; provided, however, that such a change may be made, including
termination of such plans or arrangements, to the extent permitted by the
respective plan or arrangement, if it occurs pursuant to a program applicable to
all comparably situated executives of the Company and does not result in a
proportionately greater reduction in the rights of or benefits to the Executive
as compared with any other comparably situated executive of the Company. The
Executive shall be entitled to participate in or receive benefits under any
employee benefit plan or arrangement made available by the Company in the future
to its comparably situated
executives and key management employees, subject to
and on a basis consistent with the terms, conditions and overall administration
of such plans and arrangements. Nothing paid to the Executive under any plan or
arrangement presently in effect or made available in the future shall be deemed
to be in lieu of the salary payable to the Executive pursuant to Section 5(a).
Any payments or benefits payable to the Executive hereunder in respect of any
calendar year during which the Executive is employed by the Company for less
than the entire year shall, unless otherwise provided in the applicable plan or
arrangement, be prorated in accordance with the number of days in such calendar
year during which he is so employed.

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          (d) Vacations. The
Executive shall be entitled to no less than the number of vacation days in each
calendar year that is determined in accordance with the Company's vacation
policy as in effect on the date hereof. The Executive shall also be entitled to
all paid holidays and personal days given by the Company to its
executives.

     6. Offices. Subject to Sections 3
and 4, the Executive agrees to serve without additional compensation, if elected
or appointed thereto, as a director of the Company and any of its Affiliates and
in one or more executive offices of any of the Company's Affiliates.

     7. Termination. The Executive's
employment hereunder may be terminated without any breach of this Agreement only
upon the following circumstances:

          (a) Death. The Executive's employment
hereunder shall automatically terminate upon his death.

          (b) Disability. If, as a result of
the Executive's incapacity due to physical or mental illness as determined by
the Company in its sole discretion, the Executive shall have been absent from
his duties hereunder on a full-time basis for a period of six consecutive
months, and within 30 days after written Notice of Termination is given (which
may occur before or after the end of such six-month period) shall not have
returned to the performance of his duties hereunder on a full-time basis, the
Company may immediately terminate the Executive's employment
hereunder.

          (c) Cause. The Company may terminate
the Executive's employment hereunder for Cause by, at any time at its election
within six months after the Company shall obtain knowledge of the grounds for
termination, giving the Executive notice of its intention to terminate the
Executive for Cause and stating the termination date and the grounds for
termination.

          (d) Good Reason. The Executive may
terminate his employment hereunder for Good Reason upon 30 days' prior written
notice to the Company; provided, however, that prior to a Change in Control, if
the Company corrects the matter that has given rise to the Good Reason event,
and makes the Executive whole for any loss to the Executive resulting from such
Good Reason event, the Executive may not so terminate his employment.

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          (e) Without Cause.
The Company may terminate the Executive's employment hereunder without Cause
upon 30 days' prior written notice to the Executive.

          (f) Without Good Reason. The
Executive may terminate his employment hereunder without Good Reason upon 30
days' prior written notice to the Company.

     Any termination of the Executive's
employment by the Company or by the Executive (other than termination pursuant
to Section 7(a)) shall be communicated by written Notice of Termination to the
other party hereto in accordance with Section 19. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated. Notwithstanding anything in this Agreement to the contrary, if the
Company becomes obligated to make any payment to the Executive pursuant to the
terms hereof at or prior to the expiration of this Agreement, then this
Agreement shall remain in effect until all of the Company's obligations
hereunder are fulfilled.

     8. Benefits Upon Termination.

          (a) Death. In the event of the
Executive’s Termination of Employment with the Control Group due to his death,
the Company shall pay any amounts due to the Executive under Section 5 through
the date of his death in accordance with the payment provisions of Section 5 and
Section 13.

          (b) Disability. In the event of the
Executive's Termination of Employment with the Control Group under Section 7(b),
the Company shall pay any amounts due to the Executive under Section 5 through
the Termination Date in accordance with the payment provisions of Section 5 and
shall have no other obligation to the Executive or his dependents other than
amounts due, if any, under the Company's long-term disability plan, and any
benefits offered by the Company under its then policy to employees who become
disabled while employed by the Company.

          (c) Cause. In the event the
Executive's employment with the Control Group is terminated for Cause, the
Company shall pay any amounts due to the Executive under Section 5 through the
Termination Date in accordance with the payment provisions of Section 5 and
shall have no other obligation to the Executive or his dependents other than any
amounts, if any, due to Executive under its then existing policies to employees
whose employment is terminated for Cause or under the specific terms of any
welfare, pension, fringe benefit or incentive plan. Other than as provided in
the preceding sentence, in the event the Executive's employment is terminated
for Cause, he shall not be entitled to the benefits and payments provided under
Section 8(g) below.

          (d) Without Cause or For Good Reason.
In the event the Executive's employment with the Control Group is terminated by
the Company without Cause, or the Executive terminates employment with the
Control Group within 60 days after the occurrence of a Good Reason event with
regard to the Executive, the Company shall pay any amounts due to the Executive
under Section 5 through the Termination Date in accordance with the payment
provisions of Section 5 and shall pay the Executive a Severance Benefit as
provided in Section 8(f) below.

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          (e)
Following a Change in
Control. Notwithstanding anything to the
contrary contained herein, if,
within 24 months following a Change in
Control, the Executive’s employment with the Control Group is terminated without
Cause or if the Executive terminates employment with the Control Group within
sixty (60) days after the occurrence of a Good Reason event with regard to the
Executive, (i) the Executive shall receive 100 percent of his Severance Benefit
in the form of a lump sum cash payment within 10 days following his Termination
Date (and, if not paid within such 10 day period, with interest payable
beginning on the tenth day following the Termination Date at the prime rate of
interest as stated in The Wall Street
Journal), and (ii) the restrictions on
Competition and no-hire contained in Sections 9(a)(i) and 9(b), respectively,
shall not apply. 

          (f)
Timing and Form of
Payment. The Executive shall receive
payment of his Severance Benefit in a lump sum payment within 10 days following
the six-month anniversary of the Termination Date, provided that the Executive
has signed and returned to the Company the release provided for in Section 12 in
a form acceptable to the Company (the “Release”). The Release shall be provided
to the Executive within seven (7) days following the Termination Date. In order
to receive his Severance Benefit, the Executive will be required to sign the
Release within twenty-one (21) or forty-five (45) days after the date it is
provided to him, whichever is applicable under applicable law, and not revoke
the Release within the seven (7) day period following the date the Executive
signs the Release. If the Company has not received from the Executive an
effective Release as of the six-month anniversary of the Termination Date, no
Severance Benefit shall be paid to the Executive. 

          (g) Except as set forth below and other than in cases
where the Executive's employment with the Control Group is terminated pursuant
to Sections 7(a), 7(b), 7(c) or 7(f), the Company shall provide the Executive
with post-termination medical and dental benefits during the Severance Period in
a manner intended to satisfy the requirements of Sections 105(h) and 409A as
follows: (i) immediately following the Termination Date, the Executive will be
entitled to elect such continuation coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), subject to the
terms and conditions of the Company’s medical and dental benefit plans and the
provisions of COBRA; (ii) if the Executive elects COBRA continuation coverage,
he will pay the applicable COBRA premiums during the period that his medical and
dental benefits are continued pursuant to COBRA; and (iii) for each month during
Severance Period, but not exceeding 18 months, the Company will pay to the
Executive, on a monthly basis, the difference in the amount of COBRA premiums he
pays and the amount the Executive would have paid for such medical and dental
coverage as an active employee for such month. 

     Notwithstanding anything else herein, the Executive shall not be entitled
to any benefits during the Severance Period other than the benefits provided in
Section 8 and, without limiting the generality of the foregoing, the Executive
specifically shall not be entitled to continue to participate in any group
disability or voluntary accidental death or dismemberment insurance plan he
participated in prior to his Termination Date. Without limiting the generality
of the foregoing, the Executive shall not accrue additional benefits under any
pension plan of the Company or an Affiliate (whether or not qualified under
Section 401(a) of the Code) during the Severance Period, provided, however, that
to the extent provided for under any applicable plan, the amount of any
Severance Benefit may be included in the Executive's earnings for purposes of
calculating the Executive's benefit under the Foot Locker Retirement Plan, the
Foot Locker Excess Cash Balance Plan, and the Foot Locker 401(k)
Plan.

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          (h) In the event of the
Executive's death after becoming eligible for the Severance Benefit described in
Section 8(f) and prior to payment of such amount, such Severance Benefit shall
be paid to the Executive's Beneficiary.

          (i) Notwithstanding anything else herein,
to the extent the Executive would be subject to the excise tax under Section
4999 of the Code on the amounts in Sections 8(f) and such other amounts or
benefits he received from the Company and its Affiliates required to be included
in the calculation of parachute payments for purposes of Sections 280G and 4999
of the Code, the amounts provided under this Agreement shall be automatically
reduced to an amount one dollar less than that which, when combined with such
other amounts and benefits required to be so included, would subject the
Executive to the excise tax under Section 4999 of the Code if, and only if, the
reduced amount received by the Executive on a net after-tax basis after taking
into account federal, state and local income and social security taxes at the
maximum marginal rates would be greater than the unreduced amount to be received
by the Executive on a net after-tax basis after taking into account federal,
state and local income and social security taxes at the maximum marginal rates
minus the excise tax payable under Section 4999 of the Code on such amount and
the other amounts and benefits received by the Executive and required to be
included in the calculation of a parachute payment for purposes of Sections 280G
and 4999 of the Code.

     9. Non-Competition, No-Hire, and Confidentiality.

          (a) (i) The Executive agrees that he
shall not engage in Competition during the Non-Competition Period, subject to
the Company's option to waive all or any portion of the Non-Competition Period,
as more specifically provided for in the following paragraph.

               (ii) As additional consideration for the
covenant not to compete during the Non-Competition Period described above, the
Company shall pay the Executive, on a monthly basis, the sum of 25 percent of
the Executive's monthly Salary, less the amount of the Executive's "Monthly
Severance Benefit," if any. This additional consideration shall be payable for
the one (1) year period commencing on the Termination Date and shall be payable
on the first day of each month. For purposes of this provision, the "Monthly
Severance Benefit" shall be equal to the Severance Benefit divided by the
number of months in the Severance Period. The Company has the option, for any
reason, to elect to waive all or any portion of the one (1) year period of
Non-Competition commencing on the Termination Date, by giving the Executive
written notice of such election not later than thirty (30) days following the
Termination Date. In that event, the Company shall not be obligated to pay the
Executive under this paragraph for any months as to which the covenant not to
compete has been waived. The Company may discontinue payments being made
pursuant to this paragraph at any time during the Non-Competition Period that
(i) Executive is engaged in full-time employment that, in the Company's opinion,
does not violate the provisions of Section 9(a)(i) hereof, or (ii) Executive
violates the provisions of Section 9(a)(i) hereof.

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          (b) The Executive
acknowledges that, during the course of his employment with the Company, due to
the nature of the position he occupies he will have access to confidential
information of the Company concerning its executives and employees, including,
but not limited to, their background, experience, education, training,
capabilities, and potential. He agrees, therefore, that if his employment is
terminated at any time prior to a Change in Control (a) by the Company for any
reason (b) by the Executive for any reason or (c) by reason of the Company's
decision not to extend the term of this Agreement as provided in Section 2
hereof, he shall not, for a one-year period beginning on the Termination Date,
intentionally recruit, solicit or induce 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.

          (c) The Executive shall not at any time
during the term of this Agreement, or thereafter, communicate or disclose to any
unauthorized person, or use for the Executive's own account, without the prior
written consent of the Chief Executive Officer of the Company, nonpublic
information of any kind concerning the Company or any of its subsidiaries or
affiliates, including, but not limited to, nonpublic information concerning
finances, financial plans, accounting methods, strategic plans, operations,
personnel, organizational structure, methods of distribution, suppliers,
customers, client relationships, marketing strategies, real estate strategies or
the like. In the event of the termination of Executive's employment, Executive
shall, on or before the Termination Date, return all Confidential Information in
his possession, in whatever form, to the Company. It is understood, however,
that the obligations set forth in this paragraph shall not apply to the extent
that the aforesaid matters (a) are disclosed in circumstances in which the
Executive is legally required to do so or (b) become generally known to and
available for use by the public other than by the Executive's wrongful act or
omission.

          (d) The Executive agrees that any breach
by him of the terms of Section 9 would result in irreparable injury and damage
to the Company for which the Company would have no adequate remedy at law; the
Executive therefore agrees that in the event of a breach or threatened breach by
the Executive of the provisions of Section 9, the Company shall be entitled to
an immediate injunction and restraining order to prevent such breach or
threatened breach or continued breach by the Executive, including any and all
persons and entities acting for or with the Executive, without having to prove
damages, in addition to 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
hereof, including but not limited to the recovery of damages from the Executive.
The Executive and the Company further agree that the provisions of the covenant
not to compete are reasonable and that the Company would not have entered into
this Agreement but for the inclusion of such covenant herein. If any provision
of the covenants set forth in Section 9 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. 

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          (e) The provisions of
Section 9 shall survive any termination of this Agreement and the existence of any claim or cause of action by the
Executive against the Control Group, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants and agreements of Section 9.

     10. No Duty to Mitigate/Set-off. The
Company agrees that if the Executive's employment with the Control Group is
terminated during the term of this Agreement, the Executive shall not be
required to seek other employment or to attempt in any way to reduce any amounts
payable to the Executive by the Company pursuant to this Agreement. Further, the
amount of the Severance Benefit provided for in this Agreement shall not be
reduced by any compensation earned by the Executive or benefit provided to the
Executive as the result of employment by another employer or otherwise. Except
as otherwise provided herein, the Company's obligations to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive. The Executive shall retain any and
all rights under all pension plans, welfare plans, equity plans and other plans,
including other severance plans, under which the Executive would otherwise be
entitled to benefits.

     11. Withholding. The Company shall
have the right to make such provisions as it deems necessary or appropriate to
satisfy any obligations it may have to withhold federal, state, or local income
or other taxes incurred by reason of payments pursuant to this Agreement. In
lieu thereof, the Company shall have the right to withhold the amount of such
taxes from any other sums due or to become due from the Company or an Affiliate
to the Executive upon such terms and conditions as the Committee may
prescribe.

     12. Release. In consideration of the
Executive's entitlement hereunder to a Severance Benefit which exceeds the
severance benefit provided for under the Company's standard severance program
and as a condition of receiving any Severance Benefit hereunder with regard
to a Termination of Employment occurring prior to a Change in Control, the
Executive shall be required to provide the Company with a release of all claims
of the Executive (except with regard to claims for payment of benefits
specifically payable or providable hereunder which have not been paid as of the
effective date of the release, claims for vested accrued benefits or claims
under COBRA) of any kind whatsoever against the Control Group, its past or
present officers, directors and employees, known or unknown, as of the date of
the release. The release shall be in such form as may reasonably be specified by
the Company.

     13. Successors; Binding Agreement. In
addition to any obligations imposed by law upon any successor to the Company,
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 in writing 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. This Agreement
shall inure to the benefit of and be enforceable by the Executive's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive shall die while any amount
would still be payable to the Executive hereunder if the Executive had continued
to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executive's Beneficiary, or
the executors, personal representatives or administrators of the Executive's
estate.

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     [14. Termination of Prior Agreement.
The ___________ Agreement entered into between the Company and the Executive
dated _____________________ is terminated as of ________________ without any
further obligation of the parties thereto.]

     15. Miscellaneous. No provisions of
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive
and such officer as may be specifically designated by the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. All references to sections of the
Code or any other law shall be deemed also to refer to any successor provisions
to such sections and laws.

     16. Counterparts. This Agreement may
be executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same
instrument.

     17. Severability. If any provisions
of this Agreement shall be declared to be invalid or unenforceable, in whole or
in part, such invalidity or unenforceability shall not affect the remaining
provisions hereof which shall remain in full force and effect.

     18. Arbitration. Any dispute or
controversy arising under or in connection with this Agreement or the breach
thereof, other than injunctive relief pursuant to Section 9, shall be settled by
arbitration, conducted before a panel of three arbitrators in New York, New
York, or in such other city in which the Executive is then located, in
accordance with the rules of the American Arbitration Association then in
effect. The determination of the arbitrators, which shall be based upon a de
novo interpretation of this Agreement, shall be final and binding and judgment
may be entered on the arbitrators' award in any court having jurisdiction. The
costs assessed by the American Arbitration Association for arbitration shall be
borne by the Company.

     19. Notice. Any notice to either
party hereunder shall be in writing, and shall be deemed to be sufficiently
given to or served on such party, for all purposes, if the same shall be given
personally delivered to such party, or sent to such party by registered mail,
postage prepaid, addressed as follows:

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	           	If to the
      Company: 	       	Foot Locker, Inc. 
		 		112 West 34th Street 
		 		New York, NY 10120 
		 		Attention: General Counsel 
		 
		If to the
      Executive: 		 	 
				 	 
				 	 



          Either party may change the address to
which notices are to be sent to such party hereunder by written notice of such
new address given to the other party hereto. Notices shall be deemed given when
received if delivered personally or three days after mailing if mailed as
aforesaid.

     20. Section 409A. This Agreement is
intended to comply with, or be exempt from, Section 409A and all provisions
hereof shall be construed in a manner to so comply. With regard to any provision
herein that provides for reimbursement of costs and expenses or in-kind
benefits, except as permitted by Section 409A, (i) the right to reimbursement or
in-kind benefits shall not be subject to liquidation or exchange for another
benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind
benefits, provided during any taxable year shall not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other
taxable year and (iii) such payments shall be made on or before the last day of
the Executive’s taxable year following the taxable year in which the expense was
incurred. The parties further agree that there is no guarantee as to the tax
consequences of payments provided for hereunder.

     21. Governing Law. The validity,
interpretation, construction, enforcement and performance of this Agreement
shall be governed by the laws of the State of New York without regard to its
conflicts of laws principles. For purposes of Section 9, the Executive consents
to the jurisdiction of state and federal courts in New York County.

     IN WITNESS WHEREOF, the Company has
caused this Agreement to be duly executed and the Executive's hand has hereunto
been set as of the date first set forth above.

			FOOT LOCKER, INC. 
			 
		By: 	 	 
			 
			  	 



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APPENDIX A 

Change in
Control 

A Change in Control shall mean any of
the following:

     (A) the
merger or consolidation of the Company with, or the sale or disposition of all
or Substantially All of the Assets of the Company to, any person or entity or
group of associated persons or entities (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a
“Person”) other than (a) a merger or consolidation which would result in the
voting securities of the Company 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 the Company 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 the Company (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
the Company representing thirty-five percent (35%) or more of the total combined
voting power of the Company’s then issued and outstanding voting securities by
any Person (other than the Company or any of its subsidiaries, any trustee or
other fiduciary holding securities under any employee benefit plan of the
Company, or any company owned, directly or indirectly, by the shareholders of
the Company in substantially the same proportions as their ownership of Common
Stock of the Company) 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 the Company’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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