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in Section 9 of the Plan (providing for accelerated vesting upon a change in control) shall notapply to this award.     5. Forfeiture Provision. The Company shall have the right to reacquire the Stock forzero consideration and the holder shall be required to transfer the Stock to the Company ifGrantee’s employment with the Company terminates and the Stock has not vested as provided inSection 4 above. The Company shall reacquire the Stock pursuant to this forfeiture provisioneffective on the date employment terminates (unless prior to such date the Company provides writtennotice to Grantee that it will not exercise its right to reacquire the Stock). After the dateemployment terminates, the person from whom the Stock is to be acquired shall no longer have anyrights as a holder of the Stock and such Stock shall be deemed to have been reacquired by theCompany. Once a forfeiture is effected, this award shall be canceled and the Company shall have nofurther obligation with respect thereto. The forfeiture provision contained in Section 7(e) of thePlan (permitting the Company to effect certain cancellations and rescissions of awards) shall notapply to this award.     6. Transfer Restrictions.          (a) General Rule. Until such time as the Stock is vested, Grantee shall not transfer,assign, encumber or otherwise dispose of any of the Stock, except pursuant to a “permittedtransfer”. Once vested, Grantee may transfer the Stock but the Stock shall at all times that theCompany’s common stock is not registered under the Securities Act of 1933, as amended (the“Securities Act”) be subject to a right of first offer. Grantee shall give the Company at leastthirty (30) days advance notice of any proposed transfer of the Stock. If Grantee transfers theStock, the terms of this Agreement shall apply to such transferee to the same extent as to Granteeand the term “Grantee” as used in this Agreement shall refer to Grantee’s successor in interest.          (b) Permitted Transfer. For purposes of this Agreement, a “permitted transfer” is:(i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer for noconsideration to Grantee’s spouse, children or grandchildren (or their issue) or to a trustestablished by Grantee for the benefit of Grantee or Grantee’s spouse, children or grandchildren(or their issue), provided in either case that the transferee agrees in writing on a formprescribed by the Company to be bound by all provisions of this Agreement.     7. Additional Restrictions.          (a) Compliance with Law and this Agreement. Regardless of whether the Stock is vestedor the offering and sale of Stock under the Plan have been registered under the Securities Act orhave been registered or qualified under the securities laws of any state, the Company at itsdiscretion may impose restrictions upon the transfer, assignment, encumbrance or other disposal ofthe Stock (including the placement of appropriate legends on stock certificates or the impositionof stop-transfer
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instructions) if, in the judgment of the Company, such restrictions are necessary or desirablein order to achieve compliance with the Securities Act, the securities laws of any state or anyother law, or the restrictions described in this Agreement.          (b) Grantee Undertaking. Grantee agrees to take whatever additional action andexecute whatever additional documents the Company may deem necessary or advisable to carry out oreffect one or more of the obligations or restrictions imposed on either Grantee or upon the Stockpursuant to the provisions of this Agreement.     8. Miscellaneous.          (a) Notice. Any notice given to a party shall be in writing and shall be deemed tohave been given when delivered personally or sent by certified or registered mail, postage prepaid,return receipt requested, duly addressed to the party concerned at the address indicated in theEmployment Agreement or to such changed address as such party may subsequently give such notice of.          (b) Entire Agreement. This Agreement, the Employment Agreement and the Planconstitute the entire contract between the parties hereto with regard to the subject matter hereof.They supersede any other agreements, representations or understandings (whether oral or writtenand whether express or implied) which relate to the subject matter hereof.          (c) Waiver. No waiver of any breach or condition of this Agreement shall be deemed tobe a waiver of any other or subsequent breach or condition whether of like or different nature.          (d) Effective Date. This award is made and this Agreement is effective as of December9, 2008 (the “Grant Date”).     9. Tax Withholding.          (a) Grantee agrees that, no later than the first to occur of (i) the date as of which therestrictions on the Stock shall lapse with respect to all or any of the Stock covered by thisAgreement or (ii) the date required by Section 9(b) below, Grantee shall pay to the Company (incash or by bank check) any federal, state, or local taxes of any kind required by law to bewithheld, if any, with respect to the Stock for which restrictions shall lapse. The Company shall,to the extent permitted by law, also have the right to deduct from any payment of any kindotherwise due to Grantee any federal, state or local taxes of any kind required by law to bewithheld with respect to the Stock.          (b) Grantee may elect, within thirty (30) days of the Grant Date, to include in gross incomefor federal income tax purposes an amount equal to the fair market value of the Stock less theamount, if any, paid by Grantee (other than by
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prior services) for the Stock granted hereunder pursuant to Section 83(b) of the InternalRevenue Code of 1986, as amended. In connection with any such Section 83(b) election, Grantee shallpay to the Company, or make such other arrangements satisfactory to the Company to pay to theCompany based on the fair market value of the Stock on the Grant Date, any federal, state or localtaxes required by law to be withheld with respect to such Stock at the time of such election. IfGrantee fails to make such payments, the Company shall, to the extent permitted by law, have theright to deduct from any payment of any kind otherwise due to Grantee any federal, state or localtaxes required by law to be withheld with respect to such Stock.     10. Representations and Warranties of Grantee. Grantee represents and warrants to theCompany that:          (a) Agrees to Terms of the Plan and the Agreement. Grantee has received a copy of thePlan and the Agreement and has read and understands the terms thereof. Grantee acknowledges thatthere may be adverse tax consequences upon the vesting of Stock or disposition of the shares ofStock once vested, and that Grantee should consult a tax advisor prior to such time.          (b) Stock Ownership. Grantee is the record and beneficial owner of the shares ofStock with full right and power to vote and receive dividends on such shares; provided,that, Grantee understands that the stock certificates evidencing the Stock will bear alegend referencing this Agreement. Any dividends which are paid in cash shall be distributed toGrantee as soon as practicable. If any dividends are paid in Stock during an applicable period ofrestriction, Grantee shall receive such shares subject to the same restrictions as the Stock withrespect to which they were issued.     11. Adjustments. This award is subject to the adjustment provisions set forth in thePlan.     12. Restrictive Legends and Stop-Transfer Orders.          (a) Legends. Grantee understands and agrees that the Company will place the legendsset forth below or similar legends on any stock certificate(s) evidencing the Stock, together withany other legends that may be required by state or U.S. Federal securities laws, the Company’sCertificate of Incorporation or Bylaws, any other agreement between Grantee and the Company or anyagreement between Grantee and any third party:     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAINRESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN ARESTRICTED STOCK AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINALHOLDER OF THESE SHARES. SUCH PUBLIC SALE AND TRANSFERRESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.
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          (b) Stop-Transfer Instructions. Grantee agrees that, to ensure compliance with therestrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer”instructions to its transfer agent, if any, and if the Company transfers its own securities, it maymake appropriate notations to the same effect in its own records.          (c) Refusal to Transfer. The Company will not be required (i) to transfer on itsbooks any shares of Stock that have been sold or otherwise transferred in violation of any of theprovisions of this Agreement or (ii) to treat as owner of such shares, or to accord the right tovote or pay dividends to any purchaser or other transferee to whom such shares have been sotransferred.     13. Modification. Except as specifically provided in the Plan, the Agreement may notbe modified except in writing signed by both parties.     14. Interpretation. Any dispute regarding the interpretation of this Agreement shallbe submitted by Grantee or the Company to the Board of Directors of the Company (the“Board”) for review. The resolution of such a dispute by the Board shall be final andbinding on the Company and Grantee.[SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement.     FOOTSTAR, INC.     By:                                        Name:Title:     Grantee hereby accepts and agrees to be bound by all of the terms and conditions of thisAgreement and the Plan.                                             Jonathan M. Couchman
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**Stock Power**     **FOR VALUE RECEIVED**the undersigned hereby sell(s), assign(s) and transfer(s) unto Footstar, Inc.(the “Company”), ___(___) shares of the common stock, par value $.01 pershare, of the Company standing in his/her/their/its name on the books of the Company represented byCertificate No. ___herewith and do(es) hereby irrevocably constitute and appoint___his/her/their/its attorney-in-fact, with full power of substitution, totransfer such shares on the books of the Company.       Dated:   Signature:                    Print Name and Mailing Address