Form of Incentive Stock Award Letter


    Exhibit
      10.5

    


    Employee
      and Employee Director Form

    


     

    2002
      STOCK INCENTIVE PLAN OF THE FINISH LINE, INC.

    (AS
      AMENDED AND RESTATED JULY 21, 2005)

    INCENTIVE
      STOCK AWARD LETTER

    Name
      of
      Grantee: ___________________________________

     

    _______________,
      20__

     

    I
      am
      pleased to inform you that the Compensation and Stock Option Committee of the
      Board of Directors of The Finish Line, Inc. (the “Committee”) has approved a
      grant to you of an award of Incentive Stock of The Finish Line, Inc. (the
“Company”) as described below and as described in the 2002 Stock Incentive Plan
      of The Finish Line, Inc. (As Amended and Restated July 21, 2005) (the “2002
      Plan”) and the Award Agreement between you and the Company dated as of
      __________________ (the “Award Agreement”). Capitalized terms used herein but
      not otherwise defined herein shall have the meaning ascribed to such terms
      in
      the 2002 Plan or the Award Agreement. This is an Award Letter referred to in
      the
      Award Agreement.

     

    1. Amount
      of Incentive Stock.
      The
      Company hereby grants you an award of Incentive Stock representing the
      conditional receipt of _________ shares of Class A Common Shares (the “Incentive
      Stock”) subject to the terms and conditions of this Award Letter, the 2002 Plan
      and the Award Agreement.

     

    2. Grant
      Date.
      The
      Grant Date is __________________ (the “Grant Date”).

     

    3. Restrictions.
      The
      grant of the Incentive Stock award is subject to the following terms and
      conditions:

     

    (a) You
      will
      not own the Incentive Stock free and clear of the restrictions imposed by this
      Award Letter until your Incentive Stock is “Vested,” which occurs on the Vesting
      Date. [The
      Vesting Date is [INSERT DATE].  [The
      Vesting Date is the date on which the Committee, in its sole discretion,
      determines that [INSERT PERFORMANCE GOALS]].

     

    (b) The
      effect Termination of Employment has on the Incentive Stock is described in
      the
      Award Agreement.

     

    (c) During
      the period the Incentive Stock is not Vested, you shall be entitled to receive
      dividends and/or other distributions declared on such Incentive Stock and you
      shall be entitled to vote such Incentive Stock but you shall not be deemed
      for
      any other purpose to be a holder of the shares of Incentive Stock and no
      Incentive Stock or any interest therein may be sold, assigned, conveyed, gifted,
      pledged, hypothecated, or otherwise transferred in any manner other than by
      the
      laws of descent and distribution.

     


    
       

      
        
        

        
          

        

      

       

    

    4. Stock
      Certificates.
      The
      stock certificate(s) evidencing the Incentive Stock shall be registered on
      the
      Company’s books in your name as of the Grant Date. The Company may issue stock
      certificates or otherwise evidence your interest by using a book entry account.
      Physical possession or custody of such stock certificates shall be retained
      by
      the Company until such time as the shares of Incentive Stock are Vested in
      accordance with paragraph 3. The Company reserves the right to place a legend
      on
      the stock certificate(s) restricting the transferability of such certificates
      and referring to the terms and conditions (including forfeiture) of this Award
      Letter, the 2002 Plan and the Award Agreement. You shall deliver to the Company
      such number of stock powers, endorsed in blank, as the Company shall require
      with respect to the Incentive Stock to be held by the Company during each
      restriction period. As soon as practicable after Vesting, the Secretary of
      the
      Company shall cause ownership of the appropriate number of Class A Common Shares
      to be transferred to you by having a certificate or certificates for those
      Class
      A Common Shares registered in your name.

     

    5. The
      2002 Plan and the Award Agreement.
      The
      Incentive Stock award described in this Award Letter is not effective until
      you
      have executed and delivered the Award Agreement to the Company. The Incentive
      Stock award and this Award Letter are subject to all the terms, provisions
      and
      conditions of the 2002 Plan and the Award Agreement, both of which are
      incorporated herein by reference, and to such regulations as may from time
      to
      time be adopted by the Committee. A copy of the 2002 Plan prospectus has been
      furnished to you and can be found on the Company’s intranet “SPIKE”. A paper
      copy of the 2002 Plan, the 2002 Plan prospectus and the Award Agreement will
      be
      provided upon your written request 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).

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	 
	 	 
	 	
              Gary
                D. Cohen, Executive Vice President - General
                Counsel

            


    

    
 

     

     

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