EX-10.6



 






Exhibit 10.6




NS GROUP, INC. EQUITY PLAN

RESTRICTED SHARES AGREEMENT




Notice of Restricted Share Grant




     NS Group, Inc., a Kentucky corporation (the “Company”), grants to the Grantee named below, in
accordance with the terms of the NS Group, Inc. Equity Plan (the “Plan”) and this Restricted Shares
Agreement (the “Agreement”), the following number of Restricted Shares, on the Date of Grant set
forth below:



Name of Grantee:




Number of Restricted Shares:




Date of Grant:




Terms of Agreement




     1. Grant of Restricted Shares. Subject to and upon the terms, conditions, and restrictions set
forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Date of
Grant, the total number of Restricted Shares set forth above. The Restricted Shares shall be fully
paid and nonassessable.



     2. Vesting of Restricted Shares.



          (a) The Restricted Shares covered by this Agreement shall vest and become nonforfeitable if
the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the
vesting dates set forth below with respect to the portion of Restricted Shares set forth next to
such date:




	 	 	 
	Vesting Date

	 	Portion of Restricted
Shares

Vesting on such Vesting Date
	 
	 	 
	 
	 	 
	 
	 	 





          (b) Notwithstanding the provisions of Section 2(a), all of the Restricted Shares covered by
this Agreement shall immediately become vested and nonforfeitable if, during the vesting period (i)
the Grantee dies or becomes permanently disabled (as determined by the Committee) while in the
employ of the Company or a Subsidiary, or (ii) a Change in Control occurs.




          (c) For purposes of this Agreement, the continuous employment of the Grantee with the Company
or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed
to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer
of his employment among the Company or a Subsidiary or a leave of absence approved by the
Committee.




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Exhibit 10.6




NS GROUP, INC. EQUITY PLAN

RESTRICTED SHARES AGREEMENT





     3. Forfeiture of Shares. The Restricted Shares that have not yet vested pursuant to Section 2
shall be forfeited automatically without further notice if the Grantee ceases to be employed by the
Company or a Subsidiary other than as provided in Section 2(b). In the event of a forfeiture of the
Restricted Shares, the stock book entry account representing the Restricted Shares covered by this
Agreement shall be cancelled and all Restricted Shares shall be returned to the Company.



     4. Transferability. The Restricted Shares may not be sold, exchanged, assigned, transferred,
pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, until the
Restricted Shares have become nonforfeitable as provided in Section 2. Any purported transfer or
encumbrance in violation of the provisions of this Section 4 shall be void, and the other party to
any such purported transaction shall not obtain any rights to or interest in such Restricted
Shares. The Committee, in its sole discretion, when and as is permitted by the Plan, may waive the
restrictions on transferability with respect to all or a portion of the Restricted Shares, provided
that any permitted transferee (other than the Company) shall remain subject to all the terms and
conditions applicable to the Restricted Shares prior to such transfer.



     5. Dividend, Voting and Other Rights. Except as otherwise provided herein, from and after the
Date of Grant, the Grantee shall have all of the rights of a shareholder with respect to the
Restricted Shares, including the right to vote the Restricted Shares and receive any cash dividends
that may be paid thereon (which such dividends shall be paid no later than the end of the calendar
year in which the dividends are paid to the holders of the Common Shares or, if later, the 15th day
of the third month following the date the dividends are paid to the holders of the Common Shares);
provided, however, that any additional Common Shares or other securities that the
Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, separation or reorganization or any other change
in the capital structure of the Company shall be considered Restricted Shares and shall be subject
to the same restrictions as the Restricted Shares covered by this Agreement.



     6. Custody of Restricted Shares. Until the Restricted Shares have become vested and
nonforfeitable as provided in Section 2, the Restricted Shares shall be issued in book-entry only
form and shall not be represented by a certificate. The restrictions set forth in this Agreement
shall be reflected on the stock transfer records maintained by or on behalf of the Company.
Effective until the Restricted Shares have become vested and nonforfeitable as provided in Section
2, the Grantee hereby irrevocably constitutes and appoints the Chief Executive Officer of the
Company, the Chief Financial Officer of the Company, and the Secretary of the Company, or any of
them, as attorneys-in-fact to transfer to the Company or its designee, without further action, all
or any portion of the Restricted Shares that are forfeited in accordance with this Agreement. The
Grantee agrees to take any and all other actions (including without limitation executing,
delivering, performing and filing such other agreements, instruments and documents) as the Company
may deem necessary or appropriate to carry out and give effect to such transfer.



     7. No Employment Contract. Nothing contained in this Agreement shall confer upon the Grantee
any right with respect to continuance of employment by the Company or a Subsidiary, nor
limit or affect in any manner the right of the Company or a Subsidiary to terminate the
employment or adjust the compensation of the Grantee.



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Exhibit 10.6




NS GROUP, INC. EQUITY PLAN

RESTRICTED SHARES AGREEMENT





     8. Taxes and Withholding. If the Company is required to withhold any federal, state, local or
other taxes in connection with the delivery or vesting of the Restricted Shares (including in the
event of the Grantee making an election under Section 83(b) of the Code with respect to the
Restricted Shares), the Grantee shall pay the tax or make provisions that are satisfactory to the
Company for the payment thereof. The Grantee may elect to satisfy all or any part of such
withholding obligation by surrendering to the Company a portion of the Common Shares that become
nonforfeitable by the Grantee hereunder, and the Common Shares so surrendered by the Grantee shall
be credited against any such withholding obligation at the Market Value per Share of such Common
Shares on the date of such surrender. The Grantee shall promptly notify the Company of any election
made by the Grantee pursuant to Section 83(b) of the Code.



     9. 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 Restricted Shares;
provided, however, notwithstanding any other provision of this Agreement, the
Restricted Shares shall not be delivered or become vested if the delivery or vesting thereof would
result in a violation of any such law or listing requirement.



     10. Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement upon
written notice to the Grantee. 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 Grantee under this
Agreement without the Grantee’s consent.



     11. 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.



     12. Relation to Plan. This Agreement is 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 Committee 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 of the Restricted Shares.



     13. Successors and Assigns. Without limiting Section 4 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 Grantee, and the successors and assigns of the
Company.



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Exhibit 10.6




NS GROUP, INC. EQUITY PLAN

RESTRICTED SHARES AGREEMENT





     14. 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.



     15. Electronic Delivery. The Grantee 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 Grantee understands that, unless earlier revoked by the
Grantee by giving written notice to the Secretary of the Company, this consent shall be effective
for the duration of the Agreement. The Grantee 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 Grantee 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 Grantee 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.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and the Grantee 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
Grantee represents that he or she is familiar with the terms and provisions of the Prospectus
Information and hereby accepts the award of Restricted Shares on the terms and conditions set forth
herein and in the Plan.



	 	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Grantee	 	 
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






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