Form of Award Agreement for Employees and Employee Directors


    

      Exhibit
        10.1

      


      Employee
        and Employee Director Form

      


      


      THE
        FINISH LINE, INC.

      AWARD
        AGREEMENT

      Pursuant
        to the

      2002
        STOCK INCENTIVE PLAN

      OF
        THE
        FINISH LINE, INC.

      (As
        Amended and Restated July 21, 2005)

      


      This
        Award Agreement (this “Agreement”) is made and entered into as of the date last
        below written, by and between The Finish Line, Inc., an Indiana corporation
        (the
“Company”), and the person named below as Grantee (“Grantee”).

       

      WHEREAS,
        Grantee
        is an employee of the Company and/or one or more of its affiliates;
        and

       

      WHEREAS,
        pursuant
        to the 2002 Stock Incentive Plan of The Finish Line, Inc. (As Amended and
        Restated July 21, 2005), as it may be further amended and/or restated (the
“2002
        Plan”), the committee of the Board of Directors of the Company administering the
        2002 Plan (the “Committee”) may from time to time approve the grant to Grantee
        of an Award (as defined below).

       

      NOW,
        THEREFORE,
        in
        consideration of the foregoing recitals and the covenants set forth herein,
        the
        parties hereto hereby agree as follows:

       

      1. Grant
        of Award; Certain Terms and Conditions.
        The
        Company may from time to time grant to Grantee an Award pursuant to the 2002
        Plan (each, an “Award”) which may consist of Options (as defined in the 2002
        Plan) or Incentive Stock (as defined in the 2002 Plan). Any Award granted
        will
        be evidenced by a letter or other document delivered in writing by the Company
        to Grantee (each an “Award Letter”), which Award Letter will contain the terms
        of each Award including, but not limited to, the date of grant of the Award,
        the
        number of shares of Class A Common Shares, no par value, of the Company (the
        “Class A Common Shares”) subject to the Award, the exercise price, if any, (the
“Exercise Price”), the expiration date of the Award, if any (the “Expiration
        Date”), the vesting schedule, if any, and any other restrictions. An Award that
        is an Option shall expire at 5:00 p.m., Indianapolis time, on the applicable
        Expiration Date. Each Award granted shall be subject to that Award Letter
        and
        all of the terms and conditions set forth in the 2002 Plan and this Agreement.
        By executing this Agreement, Grantee hereby accepts any Award granted to
        Grantee
        and agrees that Grantee is bound by the Award Letter, this Agreement and
        the
        2002 Plan.

       

      2. Termination
        of Employment.
        

       

      (a) Termination
        of Employment.
        If
        Grantee shall cease to be an employee of the Company or any of its affiliates
        for any reason, then at such time a “Termination of Employment” shall be deemed
        to have occurred for purposes of this Agreement.

       

      (i) Retirement.
        In the
        event that a Termination of Employment occurs by reason of Grantee’s retirement
        in accordance with the Company’s then-current retirement practices, then each
        Award shall fully vest, and any restrictions shall lapse, upon the date of
        such
        Termination of Employment and each Award that is an Option shall terminate
        on
        the applicable Expiration Date. The Company shall have the sole right and
        

       


      
         

        
          
          

          
            

          

        

         

      

       

      authority
        to determine whether Grantee has retired and such determination by the Company
        shall be final and binding on Grantee.

       

      (ii) Death
        or Permanent Disability.
        If a
        Termination of Employment occurs by reason of the death or Permanent Disability
        (as hereinafter defined) of Grantee, then each Award shall fully vest, and
        any
        restrictions shall lapse, upon the date of such Termination of Employment,
        and
        each Award that is an Option shall terminate on the earlier of the applicable
        Expiration Date or the first anniversary of the date of such Termination
        of
        Employment. “Permanent Disability” shall mean the inability to engage in any
        substantial gainful activity by reason of any medically determinable physical
        or
        mental impairment which can be expected to result in death or which has lasted
        or can be expected to last for a continuous period of not less than twelve
        (12)
        months. Grantee shall not be deemed to have a Permanent Disability until
        proof
        of the existence thereof shall have been furnished to the Company in such
        form
        and manner, and at such times, as the Company may require. Any determination
        by
        the Company that Grantee does or does not have a Permanent Disability shall
        be
        final and binding upon Grantee.

       

      (iii) Termination
        for Cause.
        If a
        Termination of Employment occurs for cause, then (A) the portion of each
        Award
        that has not vested, or for which restrictions have not lapsed, on or prior
        to
        the date of such Termination of Employment shall immediately terminate and
        (B)
        the remaining vested portion of such Award that is an Option shall terminate
        one
        (1) month from the date of such Termination of Employment unless on or at
        the
        date of such Termination of Employment the Company, in its sole discretion,
        determines that the vested portion of such Award that is an Option shall
        also
        terminate on the date of Termination of Employment. Any determination by
        the
        Company that Grantee has been terminated for cause shall be final and binding
        on
        Grantee.

       

      (iv) Other
        Termination.
        If a
        Termination of Employment occurs for any reason other than those enumerated
        in
        (i) through (iii) of this Section 3(a), then (A) the portion of each Award
        that
        has not vested, or for which restrictions have not lapsed, on or prior to
        the
        date of such Termination of Employment shall immediately terminate and (B)
        the
        remaining vested portion of each Award that is an Option shall terminate
        on the
        earlier of the applicable Expiration Date or three (3) months from the date
        of
        such Termination of Employment.

       

      (b) Death
        Following Termination of Employment.
        Notwithstanding anything to the contrary in this Agreement in the case of
        an
        Award that is an Option, if Grantee shall die at any time after the Termination
        of Employment and prior to the date of termination of the applicable Award
        that
        is an Option pursuant to this Agreement, then the remaining vested but
        unexercised portion of the applicable Award shall terminate on the earlier
        of
        the Expiration Date or the first anniversary of the date of such
        death.

       

      3. Exercise.
        Upon
        vesting of an Award that is an Option, such Award shall be exercisable during
        Grantee’s lifetime only by Grantee or by Grantee’s guardian or legal
        representative, and after Grantee’s death only by the person or entity entitled
        to do so under Grantee’s last will and testament or applicable intestate law. An
        Award that is an Option may be exercised in accordance with the notice
        procedures established from time to time by the Company. The Exercise Price
        of
        any Option granted under this Plan and the Grantee’s Withholding Liability
        (as

       


      
        
          
          

        

        
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      defined
        in Section 4), if any, with respect to any Award may be made by any one or
        more
        of the following as approved by the Company:

       

      (a) payment
        in full in cash, at or before the time the Company delivers the Class A Common
        Shares underlying such Award;

       

      (b) payment
        in Class A Common Shares owned by the Grantee, at or before the time the
        Company
        delivers the Class A Common Shares underlying such Award, provided that any
        of
        the Company’s Class A Common Shares assigned and delivered to the Company in
        payment or partial payment of the Exercise Price shall be accompanied by
        an
        assignment separate from certificate and any other document(s) reasonably
        requested by the Company;

       

      (c) payment
        in other property deemed acceptable by the Company, at or before the time
        the
        Company delivers the Class A Common Shares underlying such Award;

       

      (d) a
        reduction in the number of Class A Common Shares or other property otherwise
        issuable pursuant to such Award;

       

      (e) the
        holder of the Award irrevocably authorizing a broker approved in writing
        by the
        Company to sell Class A Common Shares to be acquired through exercise of
        an
        Award that is an Option and remitting to the Company a sufficient portion
        of the
        sale proceeds to pay the entire exercise price and any federal and state
        withholding resulting from such exercise (a “Cashless Exercise”); provided,
        however,
        that,
        notwithstanding anything in this Agreement to the contrary, (i) the Company
        shall only deliver such Class A Common Shares at or after the time the Company
        receives full payment for such Class A Common Shares, (ii) the Exercise Price
        for such Class A Common Shares will be due and payable to the Company no
        later
        than one business day following the date on which the proceeds from the sale
        of
        the underlying Class A Common Shares are received by the authorized broker,
        (iii) in no event will the Company directly or indirectly extend or maintain
        credit, arrange for the extension of credit or renew any extension of credit,
        in
        the form of a personal loan or otherwise, in connection with a Cashless Exercise
        and (iv) in no event shall the Grantee enter into any agreement or arrangement
        with a brokerage or similar firm in which the proceeds received in connection
        with a Cashless Exercise will be received by or advanced to the Grantee before
        the date the Class A Common Shares underlying such an Award that is an Option
        are delivered or released by the Company; or

       

      (f) a
        combination of any of the above.

       

      Notwithstanding
        any other provisions of this Agreement to the contrary, no Grantee shall
        be
        permitted to pay the purchase price of the Class A Common Shares underlying
        such
        an Award that is an Option, or other property issuable pursuant to such Award
        that is an Option, or such Grantee’s Withholding Liability with respect to such
        issuance, in whole or in part by the delivery of a promissory note.

      


      (g) Notwithstanding
        any provision of this Agreement to the contrary;

       

      (i) payment
        of the Exercise Price for such Class A Common Shares and the Grantee’s
        Withholding Liability, if any, with respect to such Class A Common Shares
        shall
        be due the date the Class A Common Shares underlying the Award are delivered;
        and

       


      
        
          
          

        

        
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      (ii) in
        no
        event shall the Company issue or deliver the Class A Common Shares underlying
        the Award that is an Option before the Company receives payment for such
        Shares
        pursuant to this Section.

       

      (h) Notwithstanding
        any provision of this Agreement to the contrary, Awards in the form of Options
        may only be exercised when both of the following shall have
        occurred:

       

      (i) the
        delivery to the Company of a written notice of such exercise; and

       

      (ii) payment
        in full of the Exercise Price of an Award that is an Option and any Withholding
        Liability (if applicable) with respect to such Award.

       

      4. Payment
        of Withholding Taxes.
        If the
        Company becomes obligated to withhold an amount on account of any federal,
        state
        or local income tax imposed as a result of an Award or the vesting or lapsing
        of
        restrictions with respect to an Award (such amount shall be referred to herein
        as the “Withholding Liability”), Grantee shall pay the Withholding Liability to
        the Company in accordance with this Agreement.

       

      5. Notices.
        Any
        notices given to the Company shall be in writing and addressed to the Company
        at
        3308 North Mitthoeffer Road, Indianapolis, Indiana 46235, Attention: Secretary
        (or such other addresses as the Company may hereinafter designate in writing),
        and to Grantee at such most recent address set forth in the Company’s then
        current records. Any such notice shall be deemed duly given when personally
        delivered or when sent by prepaid certified or registered mail and deposited
        in
        a post office or branch post office regularly maintained by the United States
        government.

       

      6. Stock
        Exchange Requirements; Applicable Laws.
        Grantee
        agrees to comply with all laws, rules, and regulations applicable to the
        grant
        and exercise of each Award and the sale or other disposition of Class A Common
        Shares received pursuant to each Award, including, without limitation,
        compliance with the Company’s insider trading policies. The Class A Common
        Shares Grantee receives under the 2002 Plan will have been registered under
        the
        Securities Act of 1933, as amended (the “1933 Act”). If Grantee is an
“affiliate” of the Company, as that term is defined in Rule 144, promulgated
        pursuant to the 1933 Act (“Rule 144”), Grantee may not sell the Class A Common
        Shares received pursuant to an Award except in compliance with Rule 144.
        Certificates representing Class A Common Shares issued to an “affiliate” of the
        Company may bear a legend setting forth such restrictions on the disposition
        or
        transfer of the Class A Common Shares as the Company deems appropriate to
        comply
        with federal and state securities laws.

       

      7. Nontransferability.
        No
        Award or any interest therein may be sold, assigned, conveyed, gifted, pledged,
        hypothecated or otherwise transferred in any manner other than by will or
        the
        laws of descent and distribution.

       

      8. 2002
        Plan.
        ANY
        AWARD GRANTED IS GRANTED PURSUANT TO THE 2002 PLAN, AS IN EFFECT ON THE DATE
        OF
        GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF THE 2002 PLAN AS
        THE
        SAME MAY BE AMENDED FROM TIME TO TIME AND THE RULES AND REGULATIONS PROMULGATED
        BY THE COMMITTEE; PROVIDED, HOWEVER, THAT NO SUCH AMENDMENT SHALL

       


      
        
          
          

        

        
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      DEPRIVE
        GRANTEE, WITHOUT GRANTEE’S CONSENT, OF GRANTEE’S RIGHTS UNDER THIS AGREEMENT.
        THE INTERPRETATION AND CONSTRUCTION BY THE COMMITTEE OF THE 2002 PLAN, THIS
        AGREEMENT, ANY AWARD LETTER, EACH AWARD AND SUCH RULES AND REGULATIONS AS
        MAY BE
        ADOPTED BY THE COMMITTEE FOR THE PURPOSE OF ADMINISTERING THE 2002 PLAN SHALL
        BE
        FINAL AND BINDING UPON GRANTEE. A COPY OF THE 2002 PLAN AND THE 2002 PLAN
        PROSPECTUS HAVE BEEN FURNISHED TO GRANTEE. UNTIL ALL AWARDS SHALL EXPIRE,
        TERMINATE OR BE EXERCISED IN FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST
        THEREFOR, SEND A COPY OF THE 2002 PLAN AND THE 2002 PLAN PROSPECTUS, IN THEIR
        THEN-CURRENT FORM, TO GRANTEE OR ANY OTHER PERSON OR ENTITY THEN ENTITLED.
        IN
        THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THE 2002 PLAN AND THE
        PROVISIONS OF THIS AGREEMENT, THE TERMS, CONDITIONS AND PROVISIONS OF THE
        2002
        PLAN SHALL CONTROL, AND THIS AGREEMENT SHALL BE DEEMED TO BE MODIFIED
        ACCORDINGLY.

       

      9. No
        Employment Rights.
        No
        provision of this Agreement or of any Award granted hereunder and under the
        2002
        Plan shall (a) confer upon Grantee any right to continue in the employ of
        the
        Company or any of its affiliates, (b) affect the right of the Company and
        each
        of its affiliates to terminate the employment of Grantee, with or without
        cause
        and with or without notice, or (c) confer upon Grantee any right to participate
        in any employee welfare or benefit plan or other program of the Company or
        any
        of its affiliates. Grantee hereby acknowledges and agrees that Grantee’s right
        of employment may be terminated by the Company for any reason, at any time
        and
        with or without cause, unless Grantee and the Company are parties to a written
        employment agreement which expressly provides otherwise.

       

      10. Governing
        Law.
        This
        Agreement and any Award granted and any Award Letter shall be governed by
        and
        construed and enforced in accordance with the laws of the State of Indiana,
        without regard to conflict of law principles thereof.

       

      11. Entire
        Agreement; Amendment.
        This
        Agreement and the Plan constitute the entire agreement of the parties with
        respect to the matters covered herein and supersedes all prior written or
        oral
        agreements or understandings of the parties with respect to the matters covered
        herein. The parties agree that any grant of an Award will be pursuant to
        an
        Award Letter and each such Award Letter shall constitute part of and supplement
        this Agreement. This Agreement governs any Award granted to Grantee, whether
        pursuant to an Award Letter or otherwise, prior to, on or after the date
        hereof.
        Grantee acknowledges that Grantee has no right to receive any Awards unless
        and
        until such time, if any, that the Committee, in its sole discretion, may
        approve
        the grant thereof, and that the Company has not made any representation to
        Grantee regarding Award grants, or any other option related matters. The
        grant
        of any Award must be in writing. The Committee may modify this Agreement
        without
        Grantee’s consent, except that Grantee’s consent is needed for any modification
        that would impair Grantee’s rights under this Agreement.

       

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      IN
        WITNESS WHEREOF,
        the
        Company and Grantee have duly executed this Award Agreement as of the date
        first
        above written.

       

      
        	
                THE
                  FINISH LINE, INC.

              	 	
                GRANTEE:

              
	 	 	 	 
	 	 	 	 
	
                By:

              	 	 	 
	 	
                Gary
                  D. Cohen,

              	 	
                Signature

              
	 	
                Executive
                  Vice President -General Counsel

              	 	 
	 	 	 	 
	
                Date:

              	 	 	
                Printed
                  Name

              
	 	 	 	 
	 	 	 	 
	 	 	 	
                Street
                  Address

              
	 	 	 	 
	 	 	 	 
	 	 	 	
                City,
                  State and Zip Code

              
	 	 	 	 
	 	 	 	 
	 	 	 	
                Social
                  Security Number

              


      

      


       

       

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