fl_8k1130ex.htm


     

    


    Exhibit
      10.1

    


    


    


    


    


    


    THE
      FINISH LINE, INC.

    NON-QUALIFIED
      DEFERRED

    COMPENSATION
      PLAN

    2008

    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF CONTENTS

    


    


    Page

    
      	
              ARTICLE
                I PURPOSE

            	
              1

            
	 	 
	
              ARTICLE
                II DEFINITIONS

            	
              1

            
	
              2.01

            	
              “Account”

            	
              1

            
	
              2.02

            	
              “Affiliate”

            	
              1

            
	
              2.03

            	
              “Beneficiary”

            	
              1

            
	
              2.04

            	
              “Change
                in Control”

            	
              2

            
	
              2.05

            	
              “Code”

            	
              4

            
	
              2.06

            	
              “Committee”

            	
              4

            
	
              2.07

            	
              “Company”

            	
              4

            
	
              2.08

            	
              “Compensation”

            	
              4

            
	
              2.09

            	
              “Compensation
                Deferral”

            	
              4

            
	
              2.10

            	
              “Eligible
                Employee”

            	
              4

            
	
              2.11

            	
              “Matching
                Contribution”

            	
              4

            
	
              2.12

            	
              “Participant”

            	
              4

            
	
              2.13

            	
              “Plan”

            	
              4

            
	
              2.14

            	
              “Plan
                Year”

            	
              5

            
	
              2.15

            	
              “Performance
                Bonus”

            	
              5

            
	
              2.16

            	
              “Performance
                Bonus Deferral”

            	
              5

            
	
              2.17

            	
              “Qualified
                Plan”

            	
              5

            
	
              2.18

            	
              “Regulations”

            	
              5

            
	
              2.19

            	
              “Separation
                from Service”

            	
              5

            
	
              2.20

            	
              “Specified
                Employee”

            	
              5

            
	 	 
	
              ARTICLE
                III ELIGIBLE EMPLOYEE COMPENSATION DEFERRALS

            	
              6

            
	
              3.01

            	
              Compensation
                Deferrals

            	
              6

            
	
              3.02

            	
              Performance
                Bonus Deferrals

            	
              6

            
	
              3.03

            	
              Coordination
                with Qualified Plan

            	
              7

            
	
              3.04

            	
              Matching
                Contributions

            	
              7

            
	 	 
	
              ARTICLE
                IV EARNINGS

            	
              8

            
	 	 
	
              ARTICLE
                V VESTING

            	
              8

            
	 	 
	
              ARTICLE
                VI DISTRIBUTIONS

            	
              8

            
	
              6.01

            	
              Distribution
                of Benefits

            	
              8

            
	
              6.02

            	
              Death

            	
              10

            
	
              6.03

            	
              Hardship
                Withdrawal

            	
              10

            
	
              6.04

            	
              Valuation

            	
              10

            
	
              6.05

            	
              Withholding

            	
              10

            
	
              6.06

            	
              Deferred
                Commencement

            	
              10

            
	
              6.07

            	
              Payment
                of Small Accounts

            	
              11

            
	
              6.08

            	
              Distributions
                Upon Income Inclusion Under Section 409A of The Code

            	
              11

            
	 	 


    

    


    


    
      
        
          
          

        

        
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              ARTICLE
                VII MISCELLANEOUS

            	
              11

            
	
              7.01

            	
              Limitation
                of Rights

            	
              11

            
	
              7.02

            	
              Additional
                Restrictions

            	
              11

            
	
              7.03

            	
              Claims
                Procedure

            	
              11

            
	
              7.04

            	
              Indemnification

            	
              12

            
	
              7.05

            	
              Assignment

            	
              12

            
	
              7.06

            	
              Inability
                to Locate Recipient

            	
              12

            
	
              7.07

            	
              Amendment
                and Termination

            	
              12

            
	
              7.08

            	
              Applicable
                Law

            	
              13

            
	
              7.09

            	
              No
                Funding

            	
              13

            
	
              7.10

            	
              Trust

            	
              13

            


    

    


    
      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

    


    THE
      FINISH LINE, INC.

    NON-QUALIFIED
      DEFERRED

    COMPENSATION
      PLAN

    (EFFECTIVE
      JANUARY 1, 2008)

    


    ARTICLE
      I

    PURPOSE


     

    This
      Finish Line, Inc. Non-Qualified Deferred Compensation Plan (the “Plan”) is
      designed to restore to selected employees of The Finish Line, Inc. (the
“Company”) and its affiliates certain benefits that cannot be provided under the
      tax-qualified plans maintained by the Company and its
      affiliates.  This Plan is adopted effective as of January 1,
      2008.

     

    This
      Plan
      is intended to comply with the provisions of Section 409A of the Internal
      Revenue Code applicable to deferred compensation arrangements and shall be
      administered and operated in conformity with those provisions and applicable
      Treasury Regulations.

     

    This
      Plan
      is intended to be a plan that is unfunded and maintained by The Finish Line,
      Inc. primarily for the purpose of providing deferred compensation for a select
      group of management or highly compensated employees within the meaning of the
      Employee Retirement Income Security Act of 1974 (“ERISA”).

     

    ARTICLE
      II

    DEFINITIONS

     

    In
      this
      Plan, the following terms have the meanings indicated below:

     

    2.01           “Account”   means
      the account maintained under the Plan for each Participant which is credited
      with amounts under Article III of the Plan and adjusted
      periodically  for investment performance under Article IV of the Plan
      and distributions or withdrawals in accordance with Article VII.  Each
      Participant’s Account shall be divided into a series of Plan Year Subaccounts,
      one for each Plan Year for which the Participant defers any Compensation under
      the Plan.  To the extent it considers necessary or appropriate, the
      Committee or its delegate may further divide each such Plan Year Subaccount
      into
      a series of separate subaccounts so that each category of deferred Compensation
      may be credited to its own separate subcategories within that particular Plan
      Year Subaccount.

     

    2.02           “Affiliate”
      means an entity required to be aggregated with the Company under
      Section 414(b), (c) or (m) of the Code.

     

    2.03           “Beneficiary”  means
      the person or persons, natural or otherwise, designated in writing, to receive
      a
      Participant’s vested Account if the Participant dies before distribution of the
      entire vested balance credited to that Account.  A Participant may
      designate one or more primary Beneficiaries and one or more secondary
      Beneficiaries.  A Participant’s Beneficiary designation must be made
      in writing pursuant to such procedures as the Committee may establish
      and

     

    


    
      
        
          
          

        

        
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    delivered
      to the Committee before the Participant’s death.  The Participant may
      revoke or change this designation at any time before his or her death by
      following such procedures as the Committee may establish.  If the
      Committee has not received a Participant’s Beneficiary designation before the
      Participant’s death or if the Participant does not otherwise have an effective
      Beneficiary designation on file when he or she dies, the vested balance of
      such
      Participant’s Account will be distributed to his or her estate.

     

    2.04           “Change
      in Control” shall mean any of the following:

     

    
      	
               

            	
              (1)

            	
              a
                change in the ownership of the Company, which shall occur on the
                date that
                any one person, or more than one person acting as a group, acquires
                ownership of stock of the Company that, together with stock held
                by such
                person or group, constitutes more than fifty percent (50%) of the
                total
                fair market value or total voting power of the stock of the
                Company.  However, if any one person, or more than one person
                acting as a group, is considered to own more than fifty percent (50%)
                of
                the total fair market value or total voting power of the stock of
                the
                Company, the acquisition of additional stock by the same person or
                persons
                is not considered to cause a change in the ownership of the Company
                (or to
                cause a change in the effective control of the Company (within the
                meaning
                of subsection (2)).  An increase in the percentage of stock
                owned by any one person, or persons acting as a group, as a result
                of a
                transaction in which the Company acquires its stock in exchange for
                property will be treated as an acquisition of stock for purposes
                of this
                subsection.  This subsection applies only when there is a
                transfer of stock of the Company (or issuance of stock of the Company)
                and
                stock in the Company remains outstanding after the
                transaction.

            


    

     

    
      	
               

            	
              (2)

            	
              a
                change in the effective control of the Company, which shall occur
                only on
                either of the following dates:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                date any one person, or more than one person acting as a group acquires
                (or has acquired during the 12 month period ending on the date of
                the most
                recent acquisition by such person or persons) ownership of stock
                of the
                Company possessing thirty five percent (35%) or more of the total
                voting
                power of the stock of the Company.

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                date a majority of members of the Company’s board of directors is replaced
                during any 12 month period by directors whose appointment or election
                is
                not endorsed by a majority of the members of the Company’s board of
                directors before the date of the appointment or election; provided,
                however, that this provision shall not apply if another corporation
                is a majority shareholder of the
                Company.

            


    

     

    


    
      
        
          
          

        

        
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                If
                  any one person, or more than one person acting as a group, is considered
                  to effectively control the Company, the acquisition of additional
                  control
                  of the Company by the same person or persons is not considered
                  to cause a
                  change in the effective control of the Company (or to cause a change
                  in
                  the ownership of the Company within the meaning of subsection (1)
                  of this
                  section).

              


      

       

    

    
      	
               

            	
              (3)

            	
              a
                change in the ownership of a substantial portion of the Company’s assets,
                which shall occur on the date that any one person, or more than one
                person
                acting as a group, acquires (or has acquired during the 12 month
                period
                ending on the date of the most recent acquisition by such person
                or
                persons) assets from the Company that have a total gross fair market
                value
                equal to or more than forty percent (40%) of the total gross fair
                market
                value of all of the assets of the Company immediately before such
                acquisition or acquisitions.  For this purpose, gross fair
                market value means the value of the assets of the Company, or the
                value of
                the assets being disposed of, determined without regard to any liabilities
                associated with such assets.  No change in control event occurs
                under this subsection (3) when there is a transfer to an entity that
                is
                controlled by the shareholders of the Company immediately after the
                transfer.  A transfer of assets by the Company is not treated as
                a change in the ownership of such assets if the assets are transferred
                to
                –

            


    

     

    
      	
               

            	
              (i)

            	
              a
                shareholder of the Company (immediately before the asset transfer)
                in
                exchange for or with respect to its
                stock;

            


    

     

    
      	
               

            	
              (ii)

            	
              an
                entity, 50 percent or more of the total value or voting power of
                which is
                owned, directly or indirectly, by the
                Company.

            


    

     

    
      	
               

            	
              (iii)

            	
              a
                person, or more than one person acting as a group, that owns, directly
                or
                indirectly, 50 percent or more of the total value or voting power
                of all
                the outstanding stock of the Company;
                or

            


    

     

    
      	
               

            	
              (iv)

            	
              an
                entity, at least 50 percent of the total value or voting power of
                which is
                owned, directly or indirectly, by a person described in paragraph
                (iii).

            


    

     

    For
      purposes of this subsection (3) and except as otherwise provided in paragraph
      (i) above, a person’s status is determined immediately after the transfer of the
      assets.  For purposes of this section, persons will not be considered
      to be acting as a group solely because they purchase or own stock of the same
      corporation at the same time, or as a result of the same public
      offering.  However, persons will be considered to be acting as a group
      if they are owners of a corporation that enters into a merger, consolidation,
      purchase or acquisition of stock, or similar business transaction with the
      Company.  If a person, including an entity, owns stock in both
      corporations that enter into a merger, consolidation, purchase

     

    


    
      
        
          
          

        

        
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    or
      acquisition of stock, or similar transaction, such shareholder is considered
      to
      be acting as a group with other shareholders only with respect to the ownership
      in that corporation before the transaction giving rise to the change and not
      with respect to the ownership interest in the other corporation.

     

    2.05           “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

     

    2.06           “Committee”
      means the Compensation and Stock Option Committee of the Company’s Board of
      Directors or a subcommittee of one or more members thereof.  The
      Committee shall have full discretionary authority to administer and interpret
      the Plan, to determine eligibility for Plan benefits, to select employees for
      Plan participation, to determine the benefit entitlement of each Participant
      and
      Beneficiary hereunder and to correct errors.  The Committee may
      delegate one or more of its duties and responsibilities hereunder to an officer
      of the Company and unless the Committee expressly provides to the contrary,
      any
      such delegation will carry with it the Committee’s full discretionary authority
      with respect to the delegated duties and responsibilities.  In no
      event, however, shall the Committee delegate its authority to amend or terminate
      the Plan pursuant to the provisions of Sections 7.02 and 7.07. Decisions of
      the Committee or its delegate will be final and binding on all
      persons.

     

    2.07           “Company”
      means The Finish Line, Inc., an Indiana corporation.

     

    2.08           “Compensation”
      means compensation as defined in the Qualified Plan, as constituted from time
      to
      time, other than Performance Bonuses and without regard to the application
      of
      the limitation under Code Section 401(a)(17).

     

    2.09           “Compensation
      Deferral” means an election by a Participant to defer the receipt of
      Compensation in accordance with the requirements of Article III of this
      Plan.

     

    2.10           “Eligible
      Employee” means each management or highly compensated employee of the
      Company or an Affiliate whose participation in the Plan is authorized by the
      Committee.  Qualification as an Eligible Employee shall be on a Plan
      Year by Plan Year basis, and an individual who qualifies as an Eligible Employee
      for a particular Plan Year will automatically cease to be such an Eligible
      Employee upon the earlier of (a) the beginning of any Plan Year in which the
      individual ceases to meet any qualification requirements established by the
      Committee or (b) the date the Plan is terminated.  In addition, the
      Committee may, in its sole discretion, place further requirements and/or
      limitations on an Eligible Employee’s participation in any portion of the
      Plan.

     

    2.11           “Matching
      Contribution” means a matching contribution pursuant to Section 3.04 of
      this Plan.

     

    2.12           “Participant”
      means a current or former Eligible Employee for whom an Account (including
      one
      or more Plan Year Subaccounts) is maintained.

     

    2.13           “Plan”
      means The Finish Line, Inc. Non-Qualified Deferred Compensation Plan, as amended
      from time to time.

     

    


    
      
        
          
          

        

        
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        2.14           “Plan
        Year” means the calendar year.

    

     

    2.15           “Performance
      Bonus” means an amount awarded to an Eligible Employee as “performance-based
      compensation,” as defined in Section 409A(a)(4)(B)(iii) of the Code and the
      Regulations.

     

    2.16           “Performance
      Bonus Deferral” means an election by a Participant to defer the receipt of a
      Performance Bonus in accordance with the requirements of Article III of this
      Plan.

     

    2.17           “Qualified
      Plan” means The Finish Line Profit Sharing and 401(k) Plan, as amended from
      time to time.

     

    2.18           “Regulations”
      mean Treasury Regulations issued pursuant to the Code.

     

    2.19           “Separation
      from Service” means the termination of the Participant’s employment with the
      Company and any Affiliate for reasons other than death.  Whether a
      termination of employment takes place is determined based on the facts and
      circumstances surrounding the termination of the Participant’s
      employment.  A termination of employment will be considered to have
      occurred if it is reasonably anticipated that:

     

    (a)           the
      Participant will not perform any services for the Company after termination
      of
      employment, or

     

    (b)           the
      Participant will continue to provide services to the Company at an annual rate
      that is less than fifty percent (50%) of the average of the bona fide services
      rendered during the immediately preceding thirty-six (36) months of
      employment.

     

    2.20           “Specified
      Employee” means for each April 1 through March 31 period each
      individual identified by the Company as of the immediately preceding December
      31
      as a “key employee,” as defined under Section 416(i) of the Code,
      disregarding Section 416(i)(5) of the Code.

     

    


    


    
      
        
          
          

        

        
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    ARTICLE
      III

    ELIGIBLE
      EMPLOYEE COMPENSATION DEFERRALS

    


     

    3.01           Compensation
      Deferrals.

     

    (a)           Elections.  In
      order to be eligible to make Compensation Deferrals for a Plan Year, an Eligible
      Employee must file an appropriate deferral election for that Plan
      Year.  Such election must be made before the start of the Plan Year in
      which the Compensation subject to that election is to be
      earned.  However, if an individual first becomes eligible to
      participate in this Plan after the start of a Plan Year (and is not already
      eligible to participate in any other “account balance plan” (as defined in
      Proposed Treasury Regulation Section 1.409A-1(c)(2)(i)(A)) of the Company),
      that individual may elect, within thirty (30) days after he or she first becomes
      eligible to participate in the Plan, to make
      Compensation Deferrals with respect to Compensation earned
      for services performed by such individual in pay periods beginning after the
      filing of his or her deferral election.  A new deferral election will
      be required for each Plan Year such individual remains an Eligible
      Employee.

     

    In
      addition, an Eligible Employee shall be permitted to make a one-time only
      election to make an additional Compensation Deferral in an amount equal to
      a
      specified percentage of the refund to be paid to him from the Qualified Plan
      in
      2008 to reflect correction of excess deferrals under the average deferral
      percentage test as required under the Code.  Such election must be
      made on or before December 31, 2007.

     

    (b)           No
      Changes.  A Participant’s Compensation Deferral election for a
      particular Plan Year may not be revoked, modified or suspended after the start
      of that Plan Year, except to the extent permitted under Code Section 409A and
      the Regulations thereunder.

     

    (c)           Late
      Election.  If an Eligible Employee does not make a timely election
      for a Plan Year, no Compensation Deferrals will be made under the Plan on behalf
      of that Eligible Employee for that Plan Year.

     

    (d)           Amount.  An
      Eligible Employee may elect to defer for each payroll period in a Plan Year
      an
      amount equal to a specified percentage (not to exceed 80%) of the Compensation
      payable to the Eligible Employee.

     

    (e)           Crediting.  The
      Compensation Deferrals made by the Participant will be credited to his or her
      applicable Plan Year Subaccount as soon as practical after the date that the
      Compensation to which those Compensation Deferrals relate would otherwise have
      been paid.

     

    3.02           Performance
      Bonus Deferrals.

     

    (a)           Elections.  An
      Eligible Employee may make a Performance Bonus Deferral with respect to any
      Performance Bonus to be paid in the upcoming Plan Year by filing an appropriate
      deferral election no later than the June 30 immediately preceding that Plan
      Year.  A new Performance Bonus Deferral election will be required with
      respect to each Plan Year such

     

    


    
      
        
          
          

        

        
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    individual
      remains an Eligible Employee.  The Committee may prescribe such rules
      and requirements regarding Performance Bonus Deferral elections.

     

    (b)           No
      Changes.  A Participant’s Performance Bonus Deferral election for
      a particular Plan Year may not be revoked, modified or suspended after the
      deadline for making it, except to the extent permitted under Code Section 409A
      and the Regulations thereunder.

     

    (c)           Late
      Election.  If an Eligible Employee does not make a timely election
      for a Plan Year, no Performance Bonus Deferrals will be made under the Plan
      on
      behalf of that Eligible Employee for that Plan Year.

     

    (d)           Amount.  An
      Eligible Employee may separately elect to make a Performance Bonus Deferral
      with
      respect to any amount of his or her Performance Bonus for a Plan Year in any
      amount or percentage that does not exceed 80% of his or her Performance
      Bonus.

     

    (e)           Crediting.  Performance
      Bonus Deferrals made by the Participant will be credited to his or her
      applicable Plan Year Subaccount as soon as practical after the date that the
      Performance Bonus amount to which those Performance Bonus Deferrals relate
      would
      have otherwise been paid.

     

    3.03           Coordination
      with Qualified Plan.  On or before the end of each Plan
      Year, the Committee shall direct that an amount be transferred from the Eligible
      Employee’s Account to the Qualified Plan equal to the lesser of: (1) the amount
      of his Compensation Deferrals and Performance Bonus Deferrals for that Plan
      Year, (2) the amount elected by the Eligible Employee to be contributed to
      the
      Qualified Plan for that Plan Year, (3) the maximum amount of elective deferrals
      that may be made by the Eligible Employee for that Plan Year after the
      application of the actual deferral percentage test under Section
      401(k)(3)(A)(ii) of the Code plus any contribution that may be made for that
      Plan Year by the Eligible Employee pursuant to Section 414(v) of the Code,
      or
      (4) the maximum amount of elective deferrals that may be made by the Eligible
      Employee for that Plan Year pursuant to Section 402(g) of the Code plus any
      contribution that may be made for that Plan Year by the Eligible Employee
      pursuant to Section 414(v) of the Code.

     

    3.04           Matching
      Contributions.

     

    (a)           Eligibility.  An
      Eligible Employee shall be entitled to a Matching Contribution under this Plan
      only to the extent he or she has satisfied the eligibility requirements for
      an
      employer matching contribution under the Qualified Plan.

     

    (b)           Amount.  The
      amount of the Matching Contribution to which the Eligible Employee is entitled
      for each Plan Year will be equal to three percent (3%) of his or her
      Compensation and Performance Bonuses that he or she elects to defer under this
      Plan (either as a Compensation Deferral or Performance Bonus Deferral) less
      the
      amount of matching contribution to be made under the Qualified Plan with respect
      to his or her elective deferrals under the Qualified Plan for that Plan
      Year.

     

    


    
      
        
          
          

        

        
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    (c)           Crediting.  The
      Matching Contributions to which the Participant is entitled will be credited
      to
      his or her applicable Plan Year Subaccount at such time and in such manner
      as
      determined by the Committee or its designate and as applied uniformly to all
      Participants.

     

     

    ARTICLE
      IV

    EARNINGS

     

    Amounts
      credited to a Participant’s Account under the Plan shall be credited with
      earnings, at periodic intervals determined by the Committee, at a rate equal
      to
      the actual rate of return for such period on the investment fund or funds or
      index or indices or vehicle or vehicles selected by that Participant from a
      range of investment vehicles authorized by the Committee.  The rate of
      return on such investment vehicles shall be tracked solely for the purpose
      of
      determining the phantom investment gain, earnings and losses to be credited
      to
      the Participant’s Account during the deferral period.  Neither the
      Company nor any of its affiliates shall be obligated to make any actual
      investment.  It is intended that, unless otherwise determined by the
      Committee, the applicable investment funds shall be the same as those offered
      under the Qualified Plan.

     

     

    ARTICLE
      V

    VESTING

     

    Each
      Participant will be 100% vested in that portion of his or her Account
      attributable to Compensation Deferrals and Performance Bonus Deferrals made
      under Section 3.01 or 3.02.  Matching Contributions made to a
      Participant’s Account under Section 3.04 of this Plan shall vest in the
      same manner as matching contributions vest under the Qualified Plan, as amended
      from time to time; provided, however, that Matching Contributions
      that would otherwise be nonvested shall immediately vest upon a Change in
      Control.

     

     

    ARTICLE
      VI

    DISTRIBUTIONS

     

    6.01           Distribution
      of Benefits.  Each Participant must, prior to the start of each
      Plan Year, elect the manner in which the Plan Year Subaccount for that Plan
      Year
      will be distributed.  Accordingly, the Participant shall make a
      separate distribution election with respect to each Plan Year Subaccount by
      following the procedures described below and by satisfying such additional
      requirements as the Committee may determine.

     

    (a)           Annual
      Election.  Unless a later date is permitted in the Regulations, at
      the same time the Participant files his or her deferral election for one or
      more
      items of Compensation to be earned in the upcoming Plan Year, the Participant
      must also elect, in writing, which of the distribution options described below
      will govern the payment of the vested balance of the Plan Year Subaccount to
      which those deferred items of Compensation are credited.

     

    


    
      
        
          
          

        

        
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    (b)           Timing
      of Payment.  A Participant may elect to have the vested portion of
      his or her Plan Year Subaccount distributed no later than the 15th day of
      the third
      month following one of the following distribution events (or the earlier or
      later of any such events):

     

    
      	
               

            	
              (i)

            	
              Separation
                from Service;

            


    

     

    
      	
               

            	
               (ii)

            	
              a
                specified date; or

            


    

     

    
      	
               

            	
              (iii)

            	
              Change
                in Control of the Company.

            


    

     

    (c)           Form
      of Payment.  A Participant may elect to have the vested portion of
      his or her Plan Year Subaccount distributed no later than the 15th day of
      the third
      month following his or her elected distribution event in one of the following
      distribution forms:

     

    
      	
               

            	
              (i)

            	
              a
                single lump sum payment; or

            


    

     

    
      	
               

            	
               (ii)

            	
              equal
                annual installments over a period not to exceed  10
                years.

            


    

     

    (d)           Subsequent
      Election.  A Participant may change the timing and form of payment
      with respect to his or her Plan Year Subaccount in accordance with such policies
      and procedures as may be adopted by the Committee.  :Any change in the
      form or timing of distributions hereunder must comply with the following
      requirements.  The changes:

     

    
      	
               

            	
              (i)

            	
              may
                not accelerate the time or schedule of any distribution, except as
                provided in Section 409A of the Code and the regulations
                thereunder;

            


    

     

    
      	
               

            	
              (ii)

            	
              must,
                for benefits distributable as of a specified date or Separation from
                Service, delay the commencement of distributions for a minimum of
                five (5)
                years from the date the first distribution was originally scheduled
                to be
                made;

            


    

     

    
      	
               

            	
              (iii)

            	
              must
                take effect not less than twelve (12) months after the election is
                made;
                and

            


    

     

    
      	
               

            	
              (iv)

            	
              in
                the case of a distribution to be made as of a specified date, must
                be made
                at least twelve (12) months before the first scheduled
                payment.

            


    

     

    For
      purposes of this subsection (d), in accordance with the Regulations, a
      series of annual installments shall be treated as a single payment.

     

    (e)           Default.    If,
      upon a Participant’s Separation from Service, the Committee does not have a
      proper distribution election on file for that Participant with respect to one
      or
      more of his or her Plan Year Subaccounts, the vested portion of each of those
      Plan Year Subaccounts will be distributed to the Participant in one lump sum
      as
      soon as administratively feasible following the Participant’s Separation from
      Service.

     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

                    
      6.02           Death.  If
      a Participant dies with a vested balance credited to one or more of his or
      her
      Plan Year Subaccounts, whether or not the Participant was receiving payouts
      from
      those subaccounts at the time of his or her death, then the Participant’s
      Beneficiary will receive the vested balance of each of those Plan Year
      Subaccounts in accordance with the timing and form of distribution provisions
      set forth in Section 6.01.

     

    6.03           Hardship
      Withdrawal.  If
      a Participant (a) incurs a severe financial hardship as a result of (i) a sudden
      and unexpected illness or accident involving the Participant or his or her
      spouse or any dependent (as determined pursuant to Section 152(a) of the
      Code), (ii) a casualty loss involving the Participant’s property or (iii) other
      similar extraordinary and unforeseeable event beyond the Participant’s control
      and (b) does not have any other resources available, whether through
      reimbursement or compensation (by insurance or otherwise) or liquidation of
      existing assets (to the extent such liquidation would not itself result in
      financial hardship), to satisfy such financial emergency, then the Participant
      may apply to the Committee for an immediate distribution from the vested portion
      of his or her Account in an amount necessary to satisfy such financial hardship
      and the tax liability attributable to such distribution.  The
      Committee shall have complete discretion to accept or reject the request and
      shall in no event authorize a distribution in an amount in excess of that
      reasonably required to meet such financial hardship and the tax liability
      attributable to that distribution.

     

    Any
      hardship withdrawal shall be made only to the extent permitted in accordance
      with Section 1.409A-3(g)(3) of the Regulations.  As a condition
      of the Committee’s acceptance of a request for a hardship withdrawal under this
      Section 6.03, the Participant’s election to make Performance Bonus
      Deferrals and/or Compensation Deferrals shall be terminated for the remainder
      of
      that Plan Year.  Thereafter, such Participant shall be suspended from
      making Performance Bonus Deferrals under Section 3.02 or Compensation
      Deferrals under Section 3.01 until the second Plan Year following the Plan
      Year in which the hardship withdrawal was made.

     

    6.04           Valuation.  The
      amount to be distributed from any Plan Year Subaccount pursuant to this
      Article VI shall be determined on the basis of the vested balance credited
      to that subaccount as of the most recent practicable date (as determined by
      the
      Committee or its designate) preceding the date of the actual
      distribution.

     

    6.05           Withholding.  Either
      the Company or an Affiliate will deduct from Plan payouts, or from other
      compensation payable to a Participant or Beneficiary, amounts required by law
      to
      be withheld for taxes with respect to benefits under this Plan.  The
      Company and each affiliate reserves the right to reduce any deferral or
      contribution that would otherwise be made under this Plan on behalf of a
      Participant to satisfy the Participant’s tax withholding
      liabilities.

     

    6.06           Deferred
      Commencement.  Notwithstanding
      any provision of this Plan to the contrary, if a Participant is considered
      a
      Specified Employee at Separation from Service, benefit distributions that are
      made upon Separation from Service may not commence earlier than six (6) months
      after the date of such Separation from Service.  In the event this
      Section 6.06 is applicable to a Participant, any distribution which would
      otherwise be paid to the Participant within the first six months following
      the
      Separation from Service shall be accumulated and paid to
      the
      Participant in a lump sum on the first day of the seventh month following the
      Separation from Service.  All subsequent distributions shall be paid
      in the manner specified

     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    6.07           Payment
      of Small Accounts.  Notwithstanding
      anything in this Plan to the contrary and only to the extent permitted under
      Section 409A of the Code, if a Participant becomes entitled to a
      distribution of his Account balance by reason of his or her Separation from
      Service and the value of the Participant’s Account balance is equal to or less
      than the dollar limit set forth in Section 402(g) of the Code, then the
      Committee may, in its sole discretion, pay to the Participant his or her entire
      Account balance in a single lump sum cash payment.  Any such payment
      will be made as soon as administratively feasible following Separation from
      Service and before the 15th day of
      the third
      month following the Participant’s Separation from Service.

     

    6.08           Distributions
      Upon Income Inclusion Under Section 409A of The Code.  Upon
      the inclusion of any amount into a Participant’s income as a result of the
      failure of this non-qualified deferred compensation plan to comply with the
      requirements of Section 409A of the Code, to the extent such tax liability
      can
      be covered by the amount of the Participant’s Account, a distribution shall be
      made as soon as is administratively practicable following the discovery of
      the
      plan failure.

     

     

    ARTICLE
      VII

    MISCELLANEOUS

     

    7.01           Limitation
      of Rights.  Participation
      in this Plan does not give any individual the right to be retained in the
      service of the Company or any Affiliate or other related entity.

     

    7.02           Additional
      Restrictions.  If
      the Committee determines that additional restrictions or limitations must be
      placed on the investment vehicles utilized for measuring the return on the
      amounts credited to Participant Accounts, the right of Participants to make
      investment elections with respect to their Accounts, their ability to make
      or
      change distribution elections, their ability to defer distributions or to change
      the commencement date for the distribution of their benefits or the method
      of
      such distribution or their rights or status as creditors under the Plan in
      order
      to avoid current income taxation of amounts deferred under the Plan, the
      Committee may, in its sole discretion, amend the Plan to impose such
      restrictions or limitations, cease deferrals under the Plan and/or defer
      distribution dates under the Plan.

     

    7.03           Claims
      Procedure.  No
      application is required for the commencement of benefits under the
      Plan.  However, if a Participant or Beneficiary (“Claimant”) believes
      that he or she is entitled to a greater benefit under the Plan, the Claimant
      may
      submit a signed, written application to the Committee (or the Committee’s
      authorized delegate hereunder) within ninety (90) days after having been denied
      such a greater benefit.  The Claimant will generally be notified of
      the approval or denial of this application within ninety (90) days after having
      been denied such a greater benefit.  The Claimant will generally be
      notified of the approval or denial of this application within ninety (90) days
      after the date that the Committee (or the Committee’s authorized delegate
      hereunder) receives the application.  If the claim is denied, the
      notification will state specific reasons for the denial and the Claimant will
      have sixty (60) days to file a signed, written request for a review of the
      denial with the Committee.  This request will include the
      reasons for requesting a review, facts supporting the request and any other
      relevant comments.  The Committee (or the Committee’s authorized
      delegate hereunder) will generally

     

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    make
      a
      final, written determination of the Claimant’s eligibility for benefits within
      sixty (60) days after receipt of the request for review.

     

    7.04           Indemnification.  The
      Company will indemnify and hold harmless the Directors, the members of the
      Committee and any delegate of the Committee, and employees of the Company and
      its Affiliates who may be deemed fiduciaries of the Plan, from and against
      any
      and all liabilities, claims, costs and expenses, including attorneys’ fees,
      arising out of an alleged breach in the performance of their fiduciary duties
      under the Plan, other than such liabilities, claims, costs and expenses as
      may
      result from the gross negligence or willful misconduct of such
      persons.  The Company shall have the right, but not the obligation, to
      conduct the defense of such persons in any proceeding to which this
      Section 7.04 applies.

     

    7.05           Assignment.  To
      the fullest extent permitted by law, benefits under the Plan and rights thereto
      are not subject in any manner to anticipation, alienation, sale, transfer,
      assignment, pledge, encumbrance, attachment, or garnishment by creditors of
      a
      Participant or a Beneficiary.

     

    7.06           Inability
      to Locate Recipient.  If
      a benefit under the Plan remains unpaid for two (2) years from the date it
      becomes payable, solely by reason of the inability of the Committee to locate
      the Participant or Beneficiary entitled to the payment, the benefit shall be
      treated as forfeited.  Any amount forfeited in this manner shall be
      restored without interest upon presentation of an authenticated written claim
      by
      the person entitled to the benefit.

     

    7.07           Amendment
      and Termination.  The
      Committee may, at any time, amend or terminate the Plan.  Any
      amendment must be made in writing; no oral amendment will be
      effective.  Except to the limited extent authorized pursuant to
      Section 7.02, no amendment may, without the consent of an affected
      Participant (or, if the Participant is deceased, the Participant’s Beneficiary),
      adversely affect the Participant’s or the Beneficiary’s rights and obligations
      under the Plan with respect to amounts already credited to a Participant’s
      Account, and, except as otherwise provided below, all amounts deferred under
      the
      Plan prior to the date of any such amendment or termination of the Plan shall
      continue to become due and payable in accordance with the distribution
      provisions of Article VI as in effect immediately prior to  such
      amendment or termination.

     

    Notwithstanding
      anything to the contrary in this Section 7.07, each Participant’s benefit shall
      be distributed immediately in a lump sum if this Plan terminates in the
      following circumstances:

     

    (a)           Within
      thirty (30) days before or twelve (12) months after a Change in Control of
      the
      Company; provided, however, that termination of this Plan was
      effected through an irrevocable action taken by the Company; provided,
further, that all distributions are made no later than twelve (12)
      months
      following such termination of the Plan and that all the Company's arrangements
      which are substantially similar to the Plan are terminated so all Participants
      and any participants in the similar arrangements are required to receive all
      amounts of compensation deferred under the terminated arrangements within twelve
      (12) months of the termination of the arrangements;

     

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    (b)           Upon
      the Company’s dissolution or with the approval of a bankruptcy court provided
      that the amounts deferred under the Plan are included in each Participant's
      gross income in the latest of (i) the calendar year in which the Plan
      terminates; (ii) the calendar year in which the amount is no longer subject
      to a
      substantial risk of forfeiture; or (iii) the first calendar year in which the
      distribution is administratively practical; or

     

    (c)           Upon
      the Company’s termination of this and all other account balance plans (as
      referenced in Section 409A of the Code or the regulations thereunder);
provided, however that all distributions are made no earlier than
      twelve (12) months and no later than twenty-four (24) months following such
      termination; provided, further, that the termination of this Plan
      does not occur proximate to the downturn in the financial health of the Company;
      and provided, further, that the Company does not adopt any new
      account balance plans for a minimum of three (3) years following the date of
      such termination.

     

    7.08           Applicable
      Law.  To
      the extent not governed by Federal law, the laws of the State of Indiana shall
      govern the Plan.  If any provision of the Plan is held to be invalid
      or unenforceable, the remaining provisions of the Plan will continue to be
      fully
      effective.

     

    7.09           No
      Funding.  The
      obligation to pay the vested balance of each Participant’s Account shall at all
      times be an unfunded and unsecured obligation of the Company, and. Participants
      and Beneficiaries shall have the status of general unsecured creditors of the
      Company.  Except to the extent provided below in Section 7.10,
      Plan benefits will be paid from the general assets of the Company, and nothing
      in the Plan will be construed to give any Participant or any other person rights
      to any specific assets of the Company or its Affiliates. In all events, it
      is
      the intention of the Company and its Affiliates and all Participants that the
      Plan be treated as unfunded for tax purposes and for purposes of Title I of
      ERISA.

     

    7.10           Trust.  The
      benefits under the Plan will be paid from the assets of a grantor trust (the
      “Trust”) established by the Company to assist it in meeting its obligations
      hereunder and, to the extent that such assets are not sufficient, by the Company
      out of its general assets. The Trust shall conform to the terms of the Internal
      Revenue Service Model Trust in Internal Revenue Service Procedure 92-64
      (or any successor procedure).

     

    IN
      WITNESS WHEREOF, The Finish Line, Inc. has caused this Plan to be
      executed by its duly authorized representative as of the date indicated
      above.

     

    


     

    
      	 	
              THE
                FINISH LINE, INC.

               

            
	 	
              By:

            	
              /s/
                Alan H. Cohen

            
	 	
              Name:

            	
              Alan
                H. Cohen

            
	 	
              Title:

            	
              Chairman
                of the Board and Chief Executive
                Officer

            


    

    


     

     

     

     

     

     

     

    13