Form of Award Agreement for Nonemployee Directors


    Exhibit
      10.2

    


    Nonemployee
      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 a non-employee director 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 Nonqualified Options (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 (the “Exercise Price”), the expiration
      date of the Award (the “Expiration Date”) and the vesting schedule, if any. An
      Award 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 Directorship.
      

     

    (a) Termination
      of Directorship.
      If
      Grantee shall cease to be a Nonemployee Director for any reason, the Award
      shall
      terminate on the earlier of the Expiration Date or two years after the date
      on
      which Grantee ceases to be a Nonemployee Director.

     

    (b) Death
      Following Termination of Directorship.
      Notwithstanding anything to the contrary in this Agreement, if Grantee shall
      die
      at any time after the date on which the Grantee ceases to be a Nonemployee
      Director and prior to the date of termination of the applicable Award 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. Option
      Exercise.
      Upon
      vesting of an Award, 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 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 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 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 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 or other property issuable pursuant to such Award, or such Grantee’s
      Withholding Liability with respect to such issuance, in whole or in part by
      the
      delivery of a promissory note.


    
      
        
        

      

      
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    (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

     

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

     

    (h) Notwithstanding
      any provision of this Agreement to the contrary, Awards 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 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.

     


    
      
        
        

      

      
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    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 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. 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.

     

    10. 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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