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                                                                    EXHIBIT 10.1

                              JUST FOR FEET, INC.
                         1997 EMPLOYEE INCENTIVE PLAN


SECTION 1. GENERAL PURPOSE OF PLAN;  DEFINITIONS.

     The name of this plan is the Just For Feet, Inc. 1997 Employee Incentive
Plan (the "Plan"). The purpose of the Plan is to enable Just For Feet, Inc. (the
"Company") and its Subsidiaries and Affiliates to attract and retain employees
who contribute to the Company's success by their ability, ingenuity and
industry, and to enable such employees to participate in the long-term success
and growth of the Company through an equity interest in the Company.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

     a.   "Affiliate" means any corporation (other than a Subsidiary),
partnership, joint venture or any other entity in which the Company owns,
directly or indirectly, at least a 10 percent beneficial ownership interest.

     b.   "Board" means the Board of Directors of the Company.

     c.   "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's willful
misconduct or dishonesty, any of which is harmful to the business or reputation
of the Company or any Subsidiary or Affiliate.

     d.   "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto and the Treasury Regulations and rulings promulgated
thereunder.

     e.   "Committee" means a committee of the Board appointed for the purpose
of administering the Plan, which committee shall at all times consist of two or
more Non-Employee Directors.

     f.   "Commission" means the U.S. Securities and Exchange Commission.

     g.   "Company" means Just For Feet, Inc., a corporation organized under the
laws of the State of Alabama (or any successor corporation).

     h.   "Disability" means total and permanent disability as determined under
the Company's long term disability program or, if the Company has no such
program, shall mean total and permanent disability as defined in Section
22(e)(3) of the Code or any successor thereto.

     i.   "Eligible Employee" means a person regularly employed by the Company
or a Subsidiary and who is responsible for or contributes to the management,
growth and/or profitability of the business of the Company or a Subsidiary.

     j.   "Eligible Participant" means directors, officers, employees,
consultants and advisors of the Company or a Subsidiary and other persons who
may not otherwise be eligible to receive Incentive Stock Options pursuant to
Section 5 of the Plan.


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     k.   "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor thereto.

     l.   "Fair Market Value" means, as of any given date, the mean between the
high "bid" and low "ask" prices as of the close of business for the Company's
Stock in the over-the-counter market, as reported by the Nasdaq Stock Market (or
other national quotation service), or, if the Stock is registered on a national
securities exchange, the closing price of the Stock on such national securities
exchange or, if neither traded in the over-the-counter market nor listed on a
national securities exchange, then the fair market value as determined by the
Board or the Committee, but in no case less than the par value of such Stock.

     m.   "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

     n.   "Non-Employee Director" means a member of the Board who is not a
regular salaried employee of the Company or one of its Subsidiaries.  As it
relates to the members of the Committee, "Non-Employee Director" shall have the
meaning set forth in Rule 16b-3(b) (3) as promulgated by the Commission under
the Securities Exchange Act of 1934, as amended, or any successor definition
adopted by the Commission.

     o.   "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

     p.   "Performance Award" means an award of shares of Stock or cash pursuant
to Section 9 contingent upon achieving certain performance goals.

     q.   "Plan" means this 1997 Employee Incentive Plan.

     r.   "Restricted Stock" means an award of shares of Stock that are subject
to restrictions under Section 8.

     s.   "Stock" means the Common Stock, par value $.0001 per share, of the
Company.

     t.   "Stock Appreciation Right" means a right granted under Section 7 which
entitles the holder to receive a cash payment or an award of Stock in an amount
equal to the difference between (i) the Fair Market Value of the Stock covered
by such right at the date the right is granted, unless otherwise determined by
the Board or the Committee pursuant to Section 7 and (ii) the Fair Market Value
of the Stock covered by such right at the date the right is exercised multiplied
by the number of shares covered by the right.

     u.   "Stock Option" means any option to purchase shares of Stock granted to
Eligible Employees or Eligible Participants under the Plan.

     v.   "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last 

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corporation in the unbroken chain) owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

SECTION 2. ADMINISTRATION.

     The Plan shall be administered by the Board or the Committee.  The Board or
the Committee shall have the power and authority to grant to Eligible Employees
or Eligible Participants, pursuant to the terms of the Plan: (i) Incentive Stock
Options; (ii) Non-Qualified Stock Options; (iii) Stock Appreciation Rights; (iv)
Restricted Stock; or (v) Performance Awards.

     In particular, the Board or the Committee shall have the authority:

     (i)    to select the Eligible Employees or Eligible Participants to whom
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock, or Performance Awards or a combination of the foregoing from
time to time will be granted hereunder;

     (ii)   to determine whether and to what extent Incentive Stock Options, 
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, or
Performance Awards or a combination of the foregoing, are to be granted
hereunder;

     (iii)  to determine the number of shares of Stock to be covered by each
such award granted hereunder;

     (iv)   to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder including, but not limited to,
any restriction on any Stock Option or other award and/or the shares of Stock
relating thereto based on performance and/or such other factors as the Board or
the Committee may determine, in its sole discretion, and any vesting
acceleration features based on performance and/or such other factors as the
Board or the Committee may determine, in its sole discretion;

     (v)    to determine whether, to what extent and under what circumstances
Stock and other amounts payable with respect to an award under this Plan shall
be deferred either automatically or at the election of a participant, including
providing for and determining the amount (if any) of deemed earnings on any
deferred amount during any deferral period.

     Subject to Section 11, the Board or the Committee shall have the authority
to adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the Plan (and
any agreements relating thereto); and to otherwise supervise the administration
of the Plan.

     All decisions made by the Board or the Committee pursuant to the provisions
of the Plan shall be final and binding on all persons, including the Company and
Plan participants.

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SECTION 3. STOCK SUBJECT TO PLAN.

     The total number of shares of Stock reserved and available for distribution
under the Plan shall be 1,400,000.  Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares.

     If any shares of Stock that have been subject to option cease to be subject
to option, or if any shares subject to any Restricted Stock award granted
hereunder are forfeited or such award is otherwise terminated, such shares shall
again be available for distribution in connection with future awards under the
Plan.

     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan, in the number and option
price of shares subject to outstanding Stock Options granted under the Plan and
in the number of shares subject to Restricted Stock awards granted under the
Plan as may be determined to be appropriate by the Board or the Committee, in
its sole discretion, provided that the number of shares subject to any award
shall always be a whole number.  Such adjusted option price shall also be used
to determine the amount payable by the Company upon the exercise of any Stock
Appreciation Right associated with any Stock Option.

SECTION 4. ELIGIBILITY.

     Incentive Stock Options shall be granted only to Eligible Employees. Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock and
Performance Awards may be granted to Eligible Employees and Eligible
Participants. The optionees and participants under the Plan shall be selected
from time to time by the Board or the Committee, in its sole discretion, from
among those eligible, and the Board or the Committee shall determine, in its
sole discretion, the number of shares covered by each award or grant.

SECTION 5. INCENTIVE STOCK OPTIONS.

     Incentive Stock Options may be granted either alone or in addition to other
awards granted under the Plan.  Any Incentive Stock Option granted under the
Plan shall be in such form as the Board or the Committee may from time to time
approve, and the provisions of Incentive Stock Option awards need not be the
same with respect to each optionee.

     The Board or the Committee shall have the authority to grant any Eligible
Employee Incentive Stock Options (with or without Stock Appreciation Rights)
except that Incentive Stock Options shall not be granted to employees of an
Affiliate.  To the extent that any Stock Option does not qualify as an Incentive
Stock Option, it shall constitute a separate Non-Qualified Stock Option.

     Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code.  Notwithstanding the foregoing, in the event an optionee

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voluntarily disqualifies an option as an Incentive Stock Option within the
meaning of Section 422 of the Code, the Board or the Committee may, but shall
not be obligated to, make such additional grants, awards or bonuses as the Board
or the Committee shall deem appropriate, to reflect the tax savings to the
Company which results from such disqualification.

     Incentive Stock Options granted under the Plan shall be evidenced by
agreements to be consistent with and subject to the following terms and
conditions and shall contain such additional terms and conditions, consistent
with the terms of the Plan, as the Board or the Committee shall deem desirable:

          (a)  Option Price.  The option price per share of Stock purchasable
     under an Incentive Stock Option shall be the Fair Market Value of the Stock
     on the date of the grant of the Incentive Stock Option; provided, however,
     that the option price per share of an Incentive Stock Option granted to an
     individual who, at the time the option is granted, owns directly or
     indirectly more than ten percent (10%) of the total combined voting power
     of all classes of stock of the Company or of a subsidiary (a "Ten Percent
     Owner"), shall be not less than one hundred ten percent (110%) of the Fair
     Market Value on the date the option is granted.

          (b)  Option Term.  The term of each Incentive Stock Option shall be
     fixed by the Board or the Committee, but no Incentive Stock Option shall be
     exercisable more than ten years after the date such option is granted.
     Notwithstanding the foregoing, no Incentive Stock Option granted to a Ten
     Percent Owner shall be exercisable more than five (5) years from the date
     of grant of the option.

          (c)  Exercisability.  Subject to paragraph (g) of this Section 5,
     Incentive Stock Options shall be exercisable at such time or times and
     subject to such terms and conditions as shall be determined by the Board or
     the Committee at grant.  If the Board or the Committee provides, in its
     discretion, that any Incentive Stock Option is exercisable only in
     installments, the Board or the Committee may waive such installment
     exercise provision at any time in whole or in part based on performance
     and/or such other factors as the Board or the Committee may determine in
     its sole discretion.

          (d)  Method of Exercise.  Incentive Stock Options may be exercised in
     whole or in part at any time during the option period, by giving written
     notice of exercise to the Company specifying the number of shares to be
     purchased, accompanied by payment in full of the purchase price, in cash,
     by check or such other instrument as may be acceptable to the Board or the
     Committee.  As determined by the Board or the Committee, in its sole
     discretion, at or after grant, payment in full or in part may also be made
     in the form of unrestricted Stock owned by the optionee (based on the Fair
     Market Value of the Stock on the date the option is exercised).  An
     optionee shall have the right to dividends or other rights of a stockholder
     with respect to shares subject to the option only when the optionee has
     given written notice of exercise and has paid in full for such shares.

          (e)  Non-transferability of Options.  No Incentive Stock Option shall
     be transferable by the optionee otherwise than by will or by the laws of
     descent and distribution. 

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     All Incentive Stock Options shall be exercisable, during the optionee's
     lifetime, only by the optionee.

          (f)  Termination of Employment.  In the event that an optionee during
     his or her lifetime ceases to be an employee of the Company or of any
     Subsidiary of the Company for any reason (including retirement) other than
     death or Disability, any Incentive Stock Option or unexercised portion
     thereof which was otherwise exercisable on the date of termination of
     employment shall expire unless exercised within a period of three (3)
     months from the date on which the optionee ceased to be an employee, but in
     no event after the term provided in the optionee's stock option agreement.
     In the event that an optionee ceases to be an employee of the Company or of
     any Subsidiary of the Company for any reason (including retirement) other
     than death or Disability prior to the time that an option is exercisable,
     his or her Incentive Stock Option shall terminate immediately and be null
     and void.

               In the event that an optionee during his or her lifetime ceases
     to be an employee of the Company or any Subsidiary of the Company by reason
     of death or Disability, any Incentive Stock Option or unexercised portion
     thereof which was otherwise exercisable on the date such optionee ceased
     employment shall expire unless exercised within a period of one (1) year
     from the date on which the optionee ceased to be an employee, but in no
     event after the term provided in the optionee's stock option agreement.  In
     the event that an optionee during his or her lifetime ceases to be an
     employee of the Company or any Subsidiary of the Company by reason of death
     or Disability, any Incentive Stock Option or portion thereof which was not
     exercisable on the date such optionee ceased employment shall become
     immediately exercisable for a period of six (6) months from the date on
     which the optionee ceased to be an employee, but in no event after the term
     provided in the optionee's stock option agreement.  In the event of the
     death of an optionee, the option shall be exercisable by his or her
     personal representatives, heirs or legatees, as provided herein.

          (g)  Limit on Value of Incentive Stock Options First Exercisable
     Annually. To the extent that the aggregate Fair Market Value (determined at
     the time the option is granted) of shares of Stock with respect to which
     Incentive Stock Options are exercisable for the first time by an individual
     during any calendar year (under all of the Company's option plans) exceeds
     $100,000, such options shall be treated as Non-Qualified Stock Options.

          (h)  Restriction on Transfer of Underlying Shares. Each optionee shall
     hold the shares purchased by him pursuant to the exercise of a Stock Option
     granted under this Plan until the expiration of sixty (60) days from the
     date of exercise. The Board or the Committee may waive the restriction
     imposed by this paragraph and may, in its sole discretion, as a condition
     to such waiver, require the optionee to sell such shares to the Company at
     the original exercise price.

SECTION 6. NON-QUALIFIED STOCK OPTIONS.
 
     The Board or the Committee may grant to Eligible Employees or Eligible
Particpants options under the Plan which are not Incentive Stock Options under
the provisions of Section 422 of the Code.  Such Non-Qualified Stock Options
shall be evidenced by agreements in such form and 

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consistent with this Plan as the Board or the Committee shall approve from time
to time, which agreements shall contain in substance the same terms and
conditions as set forth in Section 5 hereof with respect to Incentive Stock
Options; provided, however, that, subject to Section 14(f) hereof, the
limitations set forth in Sections 5(a), 5(b), 5(f), 5(g) and 5(h) shall not be
applicable to Non-Qualified Stock Options. Payment of the option exercise price
for a Non-Qualified Stock Option may be made in the form of Restricted Stock
owned by the optionee, in which case the shares received upon the exercise of
such Non-Qualified Stock Option shall be restricted or deferred, as the case may
be, in accordance with the original term of the Restricted Stock award in
question, except that the Board or the Committee may direct that such
restrictions or deferral provisions shall apply only to the number of such
shares equal to the number of shares of Restricted Stock surrendered upon the
exercise of such option. No shares of unrestricted Stock shall be issued until
full payment therefor has been made.

SECTION 7. STOCK APPRECIATION RIGHTS.

     (a)  Grant and Exercise When Granted in Conjunction With Stock Options.
Stock Appreciation Rights may be granted in conjunction with all or part of any
Stock Option granted under the Plan and may contain terms and conditions
different from those of the related Stock Option, except as otherwise provided
below.  In the case of a Non-Qualified Stock Option, such rights may be granted
either at or after the time of the grant of such Non-Qualified Stock Option. In
the case of an Incentive Stock Option, such rights may be granted only at the
time of the grant of such Incentive Stock Option.

     A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that,
unless otherwise provided by the Board or the Committee at the time of grant, a
Stock Appreciation Right granted with respect to less than the full number of
shares covered by a related Stock Option shall only be reduced if and to the
extent that the number of shares covered by the exercise or termination of the
related Stock Option exceeds the number of shares not covered by the Stock
Appreciation Right.

     A Stock Appreciation Right may be exercised by an optionee, in accordance
with paragraph (d) of this Section 7, by surrendering the applicable portion of
the related Stock Option.  Upon such exercise and surrender, the optionee shall
be entitled to receive an amount determined in the manner prescribed in
paragraph (d) of this Section 7.  Stock Options which have been so surrendered,
in whole or in part, shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.

     (b)  Grant and Exercise When Granted in Tandem With Stock Option.  Stock
Appreciation Rights may be granted in tandem either at the time of grant of a
Non-Qualified Stock Option or at any time during the term of such Stock Option.

     A Stock Appreciation Right may be exercised at any time to the extent that
the Stock Option to which it relates is then exercisable, and shall be subject
to the conditions applicable to such Stock Option.  When a Stock Appreciation
Right is exercised in accordance with Section 7(d), the Stock Option to which it
relates shall cease to be exercisable to the extent of the number of shares with

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respect to which the Stock Appreciation Right is exercised.  Similarly, when an
option is exercised, the Stock Appreciation Right relating to the shares covered
by such Stock Option exercise shall terminate.  Any Stock Appreciation Right
which is outstanding on the last day of the term of the Stock Option to which it
is related shall be automatically exercised on such date for cash or Stock, as
determined by the Board or the Committee, without any action by the optionee.

     (c)  Grant and Exercise When Granted Alone.  Stock Appreciation Rights may
be granted at the discretion of the Board or the Committee in a manner not
related to an award of a Stock Option.  A Stock Appreciation Right granted under
this Section 7(c) is not exercisable for a period of six months from the date of
grant, unless a longer period is otherwise determined by the Board or the
Committee.  The Stock Appreciation Right, granted under Section 7(c), shall be
exercisable in accordance with Section 7(d) over a period not to exceed ten
years.  Any Stock Appreciation Right which is outstanding on the last day of the
exercisable period shall be automatically exercised on such date for cash or
Stock, as determined by the Board or the Committee, without any action by the
holder.

     (d)  Terms and Conditions.  Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Board or the Committee, including
the following:

          (i)    Stock Appreciation Rights granted pursuant to Section 7(a) and
     7(b) shall be exercisable only at such time or times and to the extent that
     the Stock Options to which the Stock Appreciation Rights relate shall be
     exercisable in accordance with the provisions of Sections 5 and 6 and this
     Section 7 of the Plan; provided, however, that any Stock Appreciation Right
     granted subsequent to the grant of the related Stock Option shall not be
     exercisable during the first six months of the term of the Stock
     Appreciation Right, except that this additional limitation shall not apply
     in the event of death or Disability of the optionee prior to the expiration
     of the six-month period.

          (ii)   Upon the exercise of a Stock Appreciation Right granted
     pursuant to Section 7(a) or 7(b), an optionee shall be entitled to receive
     an amount in cash or shares of Stock equal in value to the excess of the
     Fair Market Value of one share of Stock over the option price per share
     specified in the related Stock Option multiplied by the number of shares in
     respect of which the Stock Appreciation Right shall have been exercised,
     with the Board or the Committee having the right to determine the form of
     payment. Upon the exercise of a Stock Appreciation Right granted pursuant
     to Section 7(c), the holder shall be entitled to receive an amount in cash
     or shares of Stock equal in value to the excess of the Fair Market Value of
     one share of Stock at the date of such exercise over the Fair Market Value
     of one share of Stock at the date the Stock Appreciation Right was granted
     multiplied by the number of shares in respect of which the Stock
     Appreciation Right shall have been exercised, with the Board or the
     Committee having the right to determine the form of payment.

          (iii)  No Stock Appreciation Right shall be transferable by the holder
     otherwise than by will or the laws of descent and distribution.  All Stock
     Appreciation Rights shall be exercisable, during the holder's lifetime,
     only by the holder.

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          (iv)   Upon the exercise of a Stock Appreciation Right granted
     pursuant to Section 7(a) or Section 7(b), the Stock Option or part thereof
     to which such Stock Appreciation Right is related shall be deemed to have
     been exercised for the purpose of the limitation set forth in Section 3 of
     the Plan on the number of shares of Stock to be issued under the Plan.

          (v)    A Stock Appreciation Right granted in connection with an
     Incentive Stock Option pursuant to Section 7(a), may be exercised only if
     and when the market price of the Stock subject to the Incentive Stock
     Option exceeds the exercise price of such Stock Option.

          (vi)   In its sole discretion, the Board or the Committee may provide,
     at the time of grant of a Stock Appreciation Right under this Section 7,
     that such Stock Appreciation Right can be exercised only in the event of a
     "Change of Control" and/or a "Potential Change of Control" (as defined in
     Section 13 below).

          (vii)  The Board or the Committee, in its sole discretion, may also
     provide that in the event of a "Change of Control" and/or a "Potential
     Change of Control" (as defined in Section 13 below) the amount to be paid
     upon the exercise of a Stock Appreciation Right shall be based on the
     "Change of Control Price" (as defined in Section 13 below).

          (viii) Any exercise by a participant of all or a portion of a Stock
     Appreciation Right for cash, may only be made during the period beginning
     on the third business day following the date of the Company's release of
     its quarterly or annual summary statements of sales and earnings to the
     public and ending on the twelfth business day following such date;
     provided, however, that the foregoing shall not apply to any exercise by a
     participant of a Stock Appreciation Right for cash where the date of
     exercise is automatic or fixed in advance under the Plan and is outside the
     control of the participant.

SECTION 8.  RESTRICTED STOCK.

     (a)  Administration.  Shares of Restricted Stock may be issued either alone
or in addition to other awards granted under the Plan.  The Board or the
Committee shall determine the Eligible Employees or Eligible Participants to
whom, and the time or times at which, grants of Restricted Stock will be made,
the number of shares to be awarded, the price, if any, to be paid by the
recipient of Restricted Stock, the time or times within which such awards may be
subject to forfeiture, and all other conditions of the awards.  However, in no
event shall any restriction, including risk of forfeiture, attach to the
Restricted Stock for a term to exceed ten years from the date such Stock was
granted.  The Board or the Committee may also condition the grant of Restricted
Stock upon the attainment of specified performance goals, or such other criteria
as the Board or the Committee may determine, in its sole discretion.  The
provisions of Restricted Stock awards need not be the same with respect to each
recipient.

     (b)  Awards and Certificates.  The prospective recipient of an award of
shares of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a "Restricted Stock Award Agreement") and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the then applicable
terms and conditions.

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          (i)    Awards of Restricted Stock must be accepted within a period of
     60 days (or such shorter period as the Board or the Committee may specify)
     after the award date by executing a Restricted Stock Award Agreement and
     paying whatever price, if any, is required.

          (ii)   Each participant who is awarded Restricted Stock shall be
     issued a stock certificate in respect of such shares of Restricted Stock.
     Such certificate shall be registered in the name of the participant, and
     shall bear an appropriate legend referring to the terms, conditions and
     restrictions applicable to such award, substantially in the following form:

               "The transferability of this certificate and the shares of stock
          represented hereby are  subject to the terms and conditions (including
          forfeiture) of the Just For Feet, Inc. 1997 Employee Incentive Plan
          and a Restricted Stock Agreement entered into between  the registered
          owner and Just For Feet, Inc.  Copies of such Plan and Agreement are
          on file in the offices of Just For Feet, Inc., 7400 Cahaba Valley
          Road, Birmingham, Alabama 35242."

          (iii)  The Board or the Committee shall require that the stock
     certificates evidencing such shares be held in custody by the Company until
     the restrictions thereon shall have lapsed, and that, as a condition of any
     Restricted Stock award, the participant shall have delivered a stock power,
     endorsed in blank, relating to the Stock covered by such award.

     (c)  Restrictions and Conditions.  The shares of Restricted Stock awarded
pursuant to this Section 8 shall be subject to the following restrictions and
conditions:

          (i)    Subject to the provisions of this Plan and Restricted Stock
     Award Agreements, during the period of six months after the award or such
     longer period as may be set by the Board or the Committee commencing on the
     grant date (the "Restriction Period"), the participant shall not be
     permitted to sell, transfer, pledge or assign shares of Restricted Stock
     awarded under the Plan. Within these limits, and subject to Section 14(f)
     hereof, the Board or the Committee may, in its sole discretion, provide for
     the lapse of such restrictions in installments and may accelerate or waive
     such restrictions in whole or in part based on performance and/or such
     other factors as the Board or the Committee may determine, in its sole
     discretion.

          (ii)   Except as provided in paragraph (c)(i) of this Section 8, the
     participant shall have, with respect to the shares of Restricted Stock, all
     of the rights of a stockholder of the Company, including the right to
     receive any dividends.

          Dividends paid in cash with respect to shares of Restricted Stock
     shall not be subject to any restrictions or subject to forfeiture.
     Dividends paid in stock of the Company or stock received in connection with
     a stock split with respect to Restricted Stock shall be subject to the same
     restrictions as on such Restricted Stock.  Certificates for shares of
     unrestricted Stock shall be delivered to the participant promptly after,
     and only after, the period of forfeiture shall expire without forfeiture in
     respect of such shares of Restricted Stock.

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          (iii)  Subject to the provisions of the Restricted Stock Award
     Agreement and this Section 8, upon termination of employment for any reason
     during the Restriction Period, all shares still subject to restriction
     shall be forfeited by the participant, and the participant shall only
     receive the amount, if any, paid by the participant for such forfeited
     Restricted Stock.

          (iv)   In the event of special hardship circumstances of a participant
     whose employment is involuntarily terminated (other than for Cause), the
     Board or the Committee may, in it sole discretion, waive in whole or in
     part any or all remaining restrictions with respect to such participant's
     shares of Restricted Stock.

SECTION 9.  PERFORMANCE AWARDS.

     (a)  Administration.  Shares of Stock or a payment in cash may be
distributed under the Plan upon the attainment of achievement objectives to a
participant as a Performance Award.  The Board or the Committee shall determine
the Eligible Employees or Eligible Participants to whom the Performance Award is
granted, the terms and conditions of the achievement objectives, the term of the
performance period, and the level and form of the payment of the Performance
Award.

     (b)  Achievement Objectives.  The Board or the Committee, at its sole
discretion may establish, under this Section 9, achievement objectives either in
terms of Company-wide objectives or in terms of objectives that are related to
the specific performance of the participant or the division, subsidiary,
department or function within the Company in which the participant is engaged.
A minimum level of achievement at the discretion of the Board or the Committee,
may be established.

     If at the end of the performance period the specified objectives have been
attained, the participant is deemed to have fully earned the Performance Award.
If such achievement objectives have not been attained, the participant is deemed
to have partly earned the Performance Award and becomes eligible to receive a
portion of the total award, as determined by the Board or the Committee.  If a
required minimum level of achievement has not been met, the participant is
entitled to no portion of the Performance Award.  The Company may adjust the
payment of awards or the achievement objectives if events occur or circumstances
arise which would cause a particular payment or set of achievement objectives to
be inappropriate as a measure of performance.

     (c)  Terms and Conditions.  A participant to whom a Performance Award has
been granted is given achievement objectives to be reached over a specified
period, the "performance period." Generally this period shall be not less than
one year but in no case shall the period exceed five years.

     Any participant granted a Performance Award pursuant to this Section 9 who
by reason of death, disability or retirement terminates his position with the
Company before the end of the performance period is entitled to receive a
portion of any earned Performance Award.

     A participant who terminates his position with the Company for any other
reason forfeits all rights under the Performance Award.

                                      -11-
<PAGE>
 
SECTION 10.  LOAN PROVISIONS.

     With the consent of the Board or the Committee, the Company may make, or
arrange for, a loan or loans to an Eligible Employee or Eligible Participants
with respect to the exercise of any Stock Option granted under the Plan and/or
with respect to the payment of the purchase price, if any, of any Restricted
Stock awarded hereunder.  The Board or the Committee shall have full authority
to decide whether to make a loan or loans hereunder and to determine the amount,
term and provisions of any such loan or loans, including the interest rate to be
charged in respect of any such loan or loans, whether the loan or loans are to
be with or without recourse against the borrower, the terms on which the loan is
to be repaid and the conditions, if any, under which the loan or loans may be
forgiven.

SECTION 11.  AMENDMENTS AND TERMINATION.

     The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the right of an
optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted Stock, or Performance Award theretofore granted, without the
optionee's or participant's consent, or which without the approval of the
shareholders would (a) except as expressly provided in this Plan, increase the
total number of shares reserved for the purpose of the Plan; or (b) change the
category or class of employees eligible to receive Incentive Stock Options under
the Plan.

     The Plan may at any time or from time to time be terminated, modified or
amended by the affirmative vote of not less than a majority of the votes
entitled to be cast thereon by the Company's stockholders.  The Board or the
Committee may amend the terms of any award or option theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any holder without his consent.  Subject to Section 14(f) hereof, the Board or
the Committee may also substitute new Stock Options for previously granted Stock
Options including options granted under other plans applicable to the
participant and previously granted Stock Options having higher option prices.

SECTION 12.  UNFUNDED STATUS OF PLAN.

     The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation.  With respect to any payments not yet made to a
participant or optionee by the Company, nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company.  In its sole discretion, the Board or the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or a payment in lieu of or with respect
to awards hereunder, provided, however, that the existence of such trusts or
other arrangements is consistent with the unfunded status of the Plan.

SECTION 13.  CHANGE OF CONTROL.

     The following acceleration and valuation provisions shall apply in the
event of a "Change of Control" as defined in this Section 13:

                                      -12-
<PAGE>
 
     (a)  In the event of a "Change of Control" as defined in paragraph (b) of
this Section 13, unless otherwise determined by the Board or the Committee in
writing at or after grant, but prior to the occurrence of such Change of
Control:

          (i)    any Stock Appreciation Rights and any Stock Options awarded
     under the Plan which have been outstanding for at least six months, if not
     previously exercisable and vested shall become fully exercisable and
     vested;

          (ii)   with the exception of the six month restriction in Section
     8(c)(i), the restrictions and deferral limitations applicable to any
     Restricted Stock award under the Plan shall lapse and such shares and
     awards shall be deemed fully vested; and

          (iii)  the value of all outstanding Stock Options, Stock Appreciation
     Rights, Restricted Stock or Performance Awards shall, to the extent
     determined by the Board or the Committee at or after grant, be cashed out
     on the basis of the "Change of Control Price" (as defined in paragraph (c)
     of this Section 13) as of the date the Change of Control occurs, or such
     other date as the Board or the Committee may determine prior to the Change
     of Control.

     (b)  For purpose of paragraph (a) of this Section 13, a "Change of Control"
means the happening of any of the following:

          (i)    when any "person," as such term used in Section 13(d) and 14(d)
     of the Exchange Act (other than Harold Ruttenberg or any affiliate of
     Harold Ruttenberg, the Company or a Subsidiary or any Company employee
     benefit plan (including its trustee)), is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly
     of securities of the Company representing 50.01 percent or more of the
     combined voting power of the Company's then outstanding securities;

          (ii)   when, during any period of two consecutive years during the
     existence of the Plan, the individuals who, at the beginning of such
     period, constitute the Board cease, for any reason other than death, to
     constitute at least a majority thereof, unless each director who was not a
     director at the beginning of such period was elected by, or on the
     recommendation of, at least two-thirds of the directors at the beginning of
     such period; or

          (iii)  the occurrence of a transaction requiring stockholder approval
     for the acquisition of the Company by an entity other than the Company or a
     Subsidiary through purchase of assets, or by merger, or otherwise.

     (c)  For purposes of this Section 13, "Change of Control Price" means the
highest price per share paid in any transaction reported on the Nasdaq Stock
Market or the New York Stock Exchange Composite Tape, whichever then applies to
the Stock, or paid or offered in any transaction related to a potential or
actual Change of Control of the Company at any time during the preceding 60 day
period as determined by the Board or the Committee, except that in the case of
Incentive Stock Options and Stock Appreciation Rights relating to Incentive
Stock Options, such price shall 

                                      -13-
<PAGE>
 
be based only on transactions reported for the date on which the Board or the
Committee decides to cash out such options.

SECTION 14.  GENERAL PROVISIONS.

     (a)  All certificates for shares of Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the Board or the
Committee may deem advisable under the rules, regulations, and other
requirements of the Commission, any stock exchange upon which the Stock is then
listed, and any applicable federal or state securities law, and the Board or the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate reference to such restrictions.

     (b)  Nothing set forth in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.  The adoption of the Plan shall
not confer upon any employee of the Company, any Subsidiary or any Affiliate,
any right to continued employment with the Company, a Subsidiary or an
Affiliate, as the case may be, nor shall it interfere in any way with the right
of the Company, a Subsidiary or an Affiliate to terminate the employment of any
of its employees at any time.

     (c)  Each participant shall, no later than the date as of which the value
of an award first becomes includable in the gross income of the participant for
federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Board or the Committee regarding payment of, any federal,
state, or local taxes of any kind required by law to be withheld with respect to
the award. The obligations of the Company under the Plan shall be conditional on
such payment or arrangements and the Company (and, where applicable, its
Subsidiaries and Affiliates), shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant. A participant may irrevocably elect to have the withholding tax
obligations or, in the case of all awards hereunder except Stock Options which
have related Stock Appreciation Rights, if the Board or the Committee so
determines, any additional tax obligation with respect to any awards hereunder
satisfied by (a) having the Company withhold shares of Stock otherwise
deliverable to the participant with respect to the award or (b) delivering to
the Company shares of unrestricted Stock.

     (d)  At the time of grant or purchase, the Board or the Committee may
provide in connection with any grant or purchase made under this Plan that the
shares of Stock received as a result of such grant or purchase shall be subject
to a right of first refusal, pursuant to which the participant shall be required
to offer the Company any shares that the participant wishes to sell, with the
price being the then Fair Market Value of the Stock, subject to provisions of
Section 14 hereof and to such other terms and conditions as the Board or the
Committee may specify at the time of grant.

     (e)  No member of the Board or the Committee, nor any officer or employee
of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company

                                      -14-
<PAGE>
 
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.

     (f)  Notwithstanding any provision herein to the contrary, the Board or the
Committee shall not grant or award Non-Conforming Awards (as defined below)
which, in the aggregate, represent in excess of ten percent (10%) of the total
number of shares of Stock reserved and available for distribution under the Plan
(as such number may be amended by the shareholders of the Company from time to
time).  As used herein, "Non-Conforming Awards" means (i) Non-Qualified Stock
Options granted pursuant to Section 6 hereof with an option price less than the
Fair Market Value of the Stock on the date of grant; (ii) Stock Options granted
in exchange for the cancellation of previously granted Stock Options including
options granted under other plans applicable to the participant and previously
granted Stock Options having higher option prices, as contemplated by the second
paragraph of Section 11 hereof; (iii) awards of Restricted Stock pursuant to
Section 8 hereof with a Restricted Period (as defined in Section 8(c)(1)) of
less than one year for performance-based awards and three years for tenure-based
awards; and (iv) awards of Restricted Stock with respect to which the Restricted
Period has been accelerated or waived by the Board or the Committee pursuant to
Section 8(c)(1) hereof, except in the event of a Change of Control of the
Company or the retirement, death or Disability of a participant."

SECTION 15.  EFFECTIVE DATE OF PLAN.

     The Plan shall be effective on the date it is approved by a majority vote
of the Company's stockholders.

SECTION 16.  TERM OF PLAN.

     No Stock Option, Stock Appreciation Right, Restricted Stock or Performance
Award shall be granted pursuant to the Plan on or after the tenth anniversary of
the date of stockholder approval, but awards theretofore granted may extend
beyond that date.

                                      -15-