Form of Nonqualified Option Award Letter for Nonemployee Directors


    

      Exhibit
        10.4

       

      Nonemployee
        Director Form

       

      


       

      2002
        STOCK INCENTIVE PLAN OF THE FINISH LINE, INC.

      (AS
        AMENDED AND RESTATED JULY 21, 2005)

      NONQUALIFIED
        OPTION 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 a Nonqualified Option to purchase Class A Common
        Shares of The Finish Line, Inc. (the “Company”) 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 Nonqualified Option.
        The
        Company hereby grants you a Nonqualified Option to purchase from the Company
        _________ shares of Class A Common Shares (the “Option Shares”) subject to the
        terms and conditions of this Award Letter, the 2002 Plan and the Award
        Agreement. The Nonqualified Option is not
        intended
        to qualify as an incentive stock option pursuant to Section 422 of the Internal
        Revenue Code of 1986, as amended.

       

      2. Grant
        Date and Exercise Price of Nonqualified Option.
        The
        Grant Date is __________________ (the “Grant Date”). The exercise price of the
        Nonqualified Option is $______ per Class A Common Share (the “Exercise
        Price”).

       

      3. Entitlement
        to Exercise the Nonqualified Option.
        The
        grant of the Nonqualified Option is subject to the following terms and
        conditions:

       

      (a) You
        cannot exercise your Nonqualified Option and purchase the Class A Common
        Shares
        until your Nonqualified Option is “Vested,” which occurs on the Vesting Date
        listed below for the number of Option Shares written next to that Vesting
        Date.


       

      
        	 	
                Vesting
                  Date

              	 	
                Number
                  of Shares

              	 
	 	 	 	 	 
	 	
                [One
                  year after the Grant Date]

              	 	
                [100%
                  of the Option Shares]

              	 


      

      


      (b) Subject
        to the termination of directorship provisions set forth in the Award Agreement,
        a Vested Nonqualified Option may be exercised and Class A Common Shares may
        be
        purchased, in whole or in part, beginning on the applicable Vesting Date
        described in subsection (a) above and ending ten years following the Grant
        Date
        (the “Expiration Date”).

       


      
         

        
          
          

          
            

          

        

         

      

      4. Exercise
        and Payment.
        When
        the Nonqualified Option becomes Vested, you may exercise the Nonqualified
        Option
        in whole or in part, but only with respect to whole Option Shares. To exercise
        your Nonqualified Option, you must follow the provisions of the Award Agreement
        and any instructions provided to you from time to time by the Company, which
        will include notice stating the number of Class A Common Shares you have
        elected
        to purchase and payment of the Exercise Price for that number of Class A
        Common
        Shares.

       

      5. No
        Shareholder Rights.
        You
        shall not be entitled to vote, receive dividends or be deemed for any purpose
        the holder of any Option Shares and no Option Share 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,
        until the Nonqualified Option shall have been duly exercised to purchase
        such
        Class A Common Shares in accordance with the provisions of this Award Letter,
        the 2002 Plan and the Award Agreement and a certificate evidencing the Class
        A
        Common Share shall be issued by the Company.

       

      6. Transfer
        of Shares Upon Exercise.
        As soon
        as practicable after an effective exercise and full payment of the exercise
        price, 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.

       

      7. The
        2002 Plan and Award Agreement.
        The
        Nonqualified Option described in this Award Letter is not effective until
        you
        have executed and delivered the Award Agreement to the Company. The Nonqualified
        Option 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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