fl_8k0723ex103.htm





Exhibit 10.3

 





 

The Finish Line, Inc.

 

2009 Incentive Plan

 

Restricted Stock Award Agreement

 

Name of Participant:  ______________________________

 

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 Restricted Stock of
The Finish Line, Inc., an Indiana corporation (the “Company”), as described in this The Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement, which includes Exhibit A to this Agreement (this “Agreement”).

 

1.           Grant of Restricted Stock.  The Company hereby grants to you an Award of the number of shares of Restricted Stock set forth next to “Number of Shares Awarded” on Exhibit A (for
purposes of this Agreement “Stock” represented by the shares of Restricted Stock are the Company’s shares of the class of Common Stock checked next to “Class of Shares Awarded” on Exhibit A), subject to the terms, conditions and provisions of The Finish Line, Inc. 2009 Incentive Plan (as amended, the “Plan”), which is incorporated herein by reference,
and this Agreement. Except to the extent expressly provided herein, capitalized terms used in this Agreement shall have the same meaning ascribed thereto in the Plan.

 

2.           Restrictions.  Subject to the provisions of the Plan and this Agreement, during the period commencing on the date set forth next to “Grant Date” on Exhibit A (the
“Grant Date”) and ending on the date the Restricted Stock is Vested pursuant to Section 3 of this Agreement, you shall not be permitted to sell, assign, margin, transfer, encumber, convey, gift, alienate, hypothecate, pledge or dispose of the Restricted Stock.

 

3.           Vesting.  You will not own the Restricted Stock free and clear of the restrictions imposed by the Plan and this Agreement until your Restricted Stock is “Vested,”
which will occur as set forth under “Vesting Schedule” on Exhibit A. The terms of the Plan shall govern the forfeiture of the Restricted Stock if you suffer a Termination of Employment prior to the Restricted Stock becoming Vested. Notwithstanding the foregoing and notwithstanding anything to the contrary contained in the Plan,

 

(a)           In the event you suffer a Termination of Employment by reason of your Retirement (as hereinafter defined), then all unvested Restricted Stock shall fully vest, and any restrictions shall lapse, upon the date of such Termination of Employment due to Retirement. “Retirement”
means a Termination of Employment as a result of your resignation on or after you reach age 65 or prior to reaching age 65 if approved by the Company in its sole discretion. The Company shall have the sole right and authority to determine whether your Termination of Employment is a Retirement and such determination by the Company shall be final and binding on you.

 

(b)           In the event you suffer a Termination of Employment by reason of your death or your 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

 





  



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than twelve (12) months (“Permanent Disability”), then all unvested Restricted Stock shall fully vest, and any restrictions shall lapse, upon the date of such Termination of Employment due to death or Permanent Disability. You 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 and you agree that any determination by the Company that you do or do not have a Permanent Disability shall be final and binding upon you.

 

4.           Shareholder Rights.  During the period the Restricted Stock is not Vested, you shall have, with respect to the shares of Restricted Stock, the right to vote the shares and the right to receive dividends
and distributions.

 

5.           Issuance of Certificates.  If any certificate is issued representing the Restricted Stock, that certificate shall contain any legend deemed appropriate by the Company and that certificate may be retained
by the Company and you agree to execute any share power in blank deemed appropriate by the Company. As soon as practicable after the Restricted Stock is Vested, the Company shall cause certificates for the appropriate number of shares of the Stock to be issued to you.

 

6.           Award Subject to Plan.  This Award of Restricted Stock is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan as the same may be amended
from time to time and the rules, guidelines and practices governing the Plan adopted by the Committee; provided, however, that no such amendment shall materially impair your rights under this Agreement without your consent. A copy of the Plan and the prospectus has been furnished to you. The Company shall, upon written request, send a copy of the Plan, in its then current form, and the prospectus, in its then current form, to you. In the event of any conflict between the terms, conditions and provisions of the
Plan and this Agreement, the terms, conditions and provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

 

7.           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 this Award of Restricted Stock or the vesting
or lapsing of restrictions with respect to this Award of Restricted Stock (such amount shall be referred to herein as the “Withholding Liability”), you agree to pay the Withholding Liability to the Company at such time and in such manner as is required by the Company. The obligations of the Company under the Plan and this Agreement shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due to you.

 

8.           Notices.  All notices and other communications required or permitted to be given under the Plan or this Agreement shall be in writing or other form approved by the Committee and shall be deemed to have been
duly given as follows (a) if to the Company mailed first class, postage prepaid 3308 North Mitthoeffer Road, Indianapolis, Indiana 46235 to the attention of the Secretary of the Company; or (b) if to you then delivered personally, mailed first class, postage prepaid at your last address known to the sender at the time the notice or other communication is sent or delivered, or by e-mail, interoffice mail, intranet or other means of office communication determined by the Committee.

 





  



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

 

10.           No Employment or Continued Service Rights.  Nothing contained herein shall be deemed to alter the relationship between the Company or an Affiliate and you, or the contractual relationship between you and
the Company or an Affiliate if there is a written contract regarding such relationship. Nothing contained herein shall be construed to constitute a contract of employment between the Company or an Affiliate and you. The Company or an Affiliate and you continue to have the right to terminate the employment or service relationship at any time for any reason, except as provided in a written contract. The Company or an Affiliate shall have no obligation to retain you in its employ or service as a result of the Plan,
this Agreement or the Award of Restricted Stock. There shall be no inference as to the length of employment or service hereby, and the Company or an Affiliate reserves the same rights to terminate your employment or service as existed prior to you becoming a Participant in the Plan, entering into this Agreement or receiving the Award of Restricted Stock.

 

11.           Governing Law and Venue.  This Agreement and the Award of Restricted Stock granted hereunder 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. In the event of litigation arising in connection with actions under this Agreement and/or the Award of Restricted Stock, you agree that you shall submit to the jurisdiction of courts located in Marion County, Indiana, or to the federal district court that encompasses said county.

 

12.           Entire Agreement.  This Plan and this Agreement constitutes the entire agreement with respect to the subject matter hereof and thereof, provided that in the event of any inconsistency between the Plan and
this Agreement, the terms and conditions of this Plan shall control.

 

13.           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.

 





[Signature Page Immediately Follows]









  



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In Witness Whereof, this The Finish Line, Inc. 2009 Incentive Plan Restricted Stock Award Agreement is executed by the Parties on the Grant Date.





 


	  	  	  	  
	  	  	
The Finish Line, Inc.

	  	  	  	  
	  	  	  	  
	  	  	
By:
	  
	  	  	
Printed:
	  
	  	  	
Title:
	  
	  	  	  	  
	
Accepted And Agreed to:
	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	
(Printed Name)
	  	  	  







 





 





 





  









  





Exhibit A





Schedule of Award





The Finish Line, Inc.

2009 Incentive Plan









Participant Information:






	
(Participant Name)
	
(Participant Street Address, City, State and Zip Code)

	  	  












	
Grant Date:
	  	  












	
Number of Shares Awarded:
	  	  












	
Class of Shares Awarded:
	
o  Class A Shares
	
o  Class B Shares



 


	
Type of Award
	
Exercise Price per Share
	
Expiration Date of Award

	
□   Incentive Stock Option
	
$
	  
	
□   Non-Qualified Stock Option
	
$
	  
	
□   Restricted Stock
	
N/A
	
N/A













Vesting Schedule: