EX-10.3



 







Exhibit 10.3




NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

NONQUALIFIED STOCK OPTION AGREEMENT




Notice of Stock Option Grant




     NS Group, Inc., a Kentucky corporation (the “Company”), grants to the Optionee named below, in
accordance with the terms of the NS Group, Inc. Non-Employee Director Equity Plan (the “Plan”) and
this Nonqualified Stock Option Agreement (the “Agreement”), an option (the “Option Right”) to
purchase the number of Common Shares at the option price per share (“Option Price) as follows:



	 	 	 
	      Name of Optionee:
	 	 
	 
	 	 
	      Number of Common Shares:
	 	 
	 
	 	 
	      Option Price:

	 	                     per share
	 
	 	 
	      Date of Grant:
	 	 






Terms of Agreement




     1. Grant of Option Right. Subject to and upon the terms, conditions and restrictions set forth
in this Agreement and in the Plan, the Company hereby grants to the Optionee as of the Date of
Grant the Option Right to purchase the number of Common Shares at the Option Price as set forth
above. This Option Right is intended to be a nonqualified stock option and shall not be treated as
an “incentive stock option” within the meaning of that term under Section 422 of the Code.



     2. Vesting and Exercise of Option Right.



          (a) Unless and until terminated as hereinafter provided, the Option Right shall vest and
become exercisable if the Optionee shall have continued to serve on the Board through the vesting
dates set forth below with respect to the portion of Common Shares set forth next to such date:




	 	 	 
	 	 	Portion of Common Shares
	Vesting Date	 	Vested and Exercisable
	 
	 	 
	The earlier of (i) May 9, 2007, or
(ii) the annual meeting of the
Company’s stockholders in 2007

	 	1/3
	 
	 	 
	The earlier of (i) May 9, 2008, or
(ii) the annual meeting of the
Company’s stockholders in 2008

	 	1/3
	 
	 	 
	The earlier of (i) May 9, 2009, or
(ii) the annual meeting of the
Company’s stockholders in 2009

	 	1/3






          (b) Notwithstanding the provisions of Section 2(a), the Option Right will become immediately
vested and exercisable in full if, prior to the date the Option Right becomes fully


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NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

NONQUALIFIED STOCK OPTION AGREEMENT




exercisable pursuant to Section 2(a), and while the Optionee serves on the Board, (i) the Optionee
dies or becomes permanently disabled (as determined by the Board), or (ii) a Change in Control
occurs.




          (c) To the extent that the Option Right becomes vested and exercisable in accordance with this
Section 2, it may be exercised in whole or in part from time to time by written notice to the
Company stating the number of Common Shares for which the Option Right is being exercised and the
intended manner of payment.




     3. Forfeiture of Option Right. The Option Right (or portion thereof) that has not yet vested
pursuant to Section 2 above shall be forfeited automatically without further notice if the Optionee
ceases to serve on the Board other than as provided in Section 2(b)(i).



     4. Payment of Option Price. The Option Price is payable (a) in cash or by certified or
cashier’s check or other cash equivalent acceptable to the Company payable to the order of the
Company, (b) with the Board’s approval, by surrender of Common Shares (including by attestation)
owned by the Optionee, or (c) by a combination of surrender of Common Shares, and cash or certified
or cashier’s check.



     5. Term of Option Right. The Option Right will terminate on the earliest of the following
dates:



          (a) Two years after the Optionee ceases to serve on the Board as a result of his death,
permanent disability (as determined by the Board) or Retirement;




          (b) Ninety days after the Optionee ceases to serve on the Board for any reason other than as
described in Section 5(a); or




          (c) Ten years from the Date of Grant.




          Notwithstanding anything contained in this Section 5 to the contrary, in the event of a Change
in Control, the Option Right will terminate on the earliest of the following dates: (i) five years
after the Change in Control or (ii) ten years from the Date of Grant.




          For purposes of this Section 5, the term Retirement shall mean a voluntary resignation from
the Board by the Optionee at any time after at least five years of service as a Non-Employee
Director.




     6. Issuance of Common Shares. Subject to the terms and conditions of this Agreement, Common
Shares shall be issuable to the Optionee as soon as administratively practicable following the date
the Optionee exercises the Option Right in accordance with Section 2 hereof and makes full payment
to the Company of the Option Price. The Optionee shall not possess any incidents of ownership
(including, without limitation, dividend and voting rights) in the Common Shares until such Common
Shares have been issued to the Optionee in accordance with this Section 6.



     7. Transferability. Except with the consent of the Board, the Option Right may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Optionee;
provided, however, that the Optionee’s rights with respect to such Option Right may
be transferred by



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NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

NONQUALIFIED STOCK OPTION AGREEMENT




will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in
violation of the provisions of this Section 7 shall be void, and the other party to any such
purported transaction shall not obtain any rights to or interest in such Option Right. The Option
Right may be exercised, during the lifetime of the Optionee, only by the Optionee, or in the event
of his legal incapacity, by his guardian or legal representative acting on behalf of the Optionee
in a fiduciary capacity under state law and court supervision.



     8. No Right to Reelection. Nothing contained in this Agreement shall confer upon the Optionee
any right to be nominated for reelection by the Company’s stockholders, or any right to remain a
member of the Board for any period of time, or at any particular rate of compensation.



     9. Taxes and Withholding. To the extent that the Company shall be required to withhold any
federal, state, local or other taxes in connection with Common Shares obtained upon the exercise of
the Option Right, it shall be a condition to the issuance of such Common Shares that the Optionee
shall pay such taxes or make provisions that are satisfactory to the Company for the payment
thereof.



     10. Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws and listing requirements of the New York Stock
Exchange or any national securities exchange with respect to the Option Right; provided,
however, notwithstanding any other provision of this Agreement, the Company will not be
obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would
result in a violation of any such law or listing requirement.



     11. Adjustments. The Board may make or provide for such adjustments in the Option Price and in
the number and kind of shares of stock covered by this Agreement, as the Board, in its sole
discretion, exercised in good faith, may determine is equitably required to prevent dilution or
enlargement of the Optionee’s rights that otherwise would result from (a) any stock dividend,
stock split, combination of shares, recapitalization, or other change in the capital structure of
the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation, or other distribution of assets (including,
without limitation, a special or large non-recurring dividend) or issuance of rights or warrants to
purchase securities, or (c) any other corporate transaction or event having an effect similar to
any of the foregoing. In the event of any such transaction or event, the Board, in its discretion,
may provide in substitution for the Option Right such alternative consideration as it may determine
to be equitable in the circumstances and may require in connection therewith the surrender of the
Option Right.



     12. Amendments. Subject to the terms of the Plan, the Board may modify this Agreement upon
written notice to the Optionee. Any amendment to the Plan shall be deemed to be an amendment to
this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the
foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the
Optionee under this Agreement without the Optionee’s consent.



     13. Severability. In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall
be deemed to be separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.



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NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

NONQUALIFIED STOCK OPTION AGREEMENT



     14. Relation to Plan. The Option Right granted under this Agreement and all the terms and
conditions hereof are subject to the terms and conditions of the Plan. This Agreement and the Plan
contain the entire agreement and understanding of the parties with respect to the subject matter
contained in this Agreement, and supersede all prior written or oral communications,
representations and negotiations in respect thereto. In the event of any inconsistency between the
provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Plan. The Board acting pursuant
to the Plan, as constituted from time to time, shall, except as expressly provided otherwise
herein, have the right to determine any questions which arise in connection with the grant or
exercise of the Option Right.



     15. Successors and Assigns. Without limiting Section 7 hereof, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the successors, administrators,
heirs, legal representatives and assigns of the Optionee, and the successors and assigns of the
Company.



     16. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be
governed by the laws of the Commonwealth of Kentucky, without giving effect to the principles of
conflict of laws thereof.



     17. Electronic Delivery. The Optionee hereby consents and agrees to electronic delivery of any
documents that the Company may elect to deliver (including, but not limited to, prospectuses,
prospectus supplements, grant or award notifications and agreements, account statements, annual and
quarterly reports, and all other forms of communications) in connection with this and any other
award made or offered under the Plan. The Optionee understands that, unless earlier revoked by the
Optionee by giving written notice to the Secretary of the Company, this consent shall be effective
for the duration of the Agreement. The Optionee also understands that he or she shall have the
right at any time to request that the Company deliver written copies of any and all materials
referred to above at no charge. The Optionee hereby consents to any and all procedures the Company
has established or may establish for an electronic signature system for delivery and acceptance of
any such documents that the Company may elect to deliver, and agrees that his or her electronic
signature is the same as, and shall have the same force and effect as, his or her manual signature.
The Optionee consents and agrees that any such procedures and delivery may be effected by a third
party engaged by the Company to provide administrative services related to the Plan.



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NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

NONQUALIFIED STOCK OPTION AGREEMENT



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and the Optionee has also executed this Agreement, as of the Date of Grant.



	 	 	 	 	 
	 	NS GROUP, INC.

 	 
	 	By: 	 	 
	 	Name:  	 	 
	 	Title:  	 	 




     The undersigned hereby acknowledges receipt of a copy of the Plan Summary and Prospectus, and
the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”). The
Optionee represents that he or she is familiar with the terms and provisions of the Prospectus
Information and hereby accepts the Option Right on the terms and conditions set forth herein and in
the Plan.



	 	 	 	 	 
	 	 	 
	 	Optionee 	 
	 
	 	Date:  	 	 




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