EX-10.1



 







Exhibit 10.1




NS GROUP, INC. EQUITY PLAN

INCENTIVE 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. Equity Plan (the “Plan”) and this Incentive 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 an “incentive stock option” within the meaning of that
term under Section 422 of the Code, and this Agreement shall be construed in a manner that will
enable the Option Right to be so qualified.



     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 remained in the continuous employ of the Company or a
Subsidiary 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
	 
	 	 
	 
	 	 





          (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 vested and
exercisable pursuant to Section 2(a), the Optionee dies or becomes permanently




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NS GROUP, INC. EQUITY PLAN

INCENTIVE STOCK OPTION AGREEMENT



disabled (as determined by the Committee) while in the employ of the Company and its Subsidiaries.




          (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.




          (d) For purposes of this Agreement, the continuous employment of the Optionee with the Company
and its Subsidiaries shall not be deemed to have been interrupted, and the Optionee shall not be
deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the
transfer of his employment among the Company and its Subsidiaries or a leave of absence or layoff
approved by the Company. Notwithstanding the preceding sentence, and unless the Committee provides
otherwise, vesting of the Option Right under Section 2(a) shall be suspended (i.e., tolled) during
any approved leave of absence or layoff (to the extent permitted by Applicable Laws).




     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 be employed by the Company or a Subsidiary other than as provided in Section 2(b).



     4. Payment of Option Price. The Option Price is payable in cash or by certified or cashier’s
check or other cash equivalent acceptable to the Company payable to the order of the Company.



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



          (a) One year after the Optionee ceases to be an employee of the Company or any Subsidiary as a
result of his death or permanent disability (as determined by the Committee);




          (b) Ninety days after the Optionee ceases to be an employee of the Company or any Subsidiary
for any reason other than as described in Section 5(a); or




          (c) Ten years from the Date of Grant.




     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.



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NS GROUP, INC. EQUITY PLAN

INCENTIVE STOCK OPTION AGREEMENT




     7. Mandatory Notice of Disqualifying Disposition. Without limiting any other provisions
hereof, the Optionee hereby agrees that if the Optionee disposes (whether by sale, exchange, gift
or otherwise) of any of the Common Shares issued upon exercise of the Option Right within two years
of the Date of Grant or within one year after the transfer of such share or shares to the Optionee,
the Optionee shall notify the Company of such disposition in writing within thirty days from the
date of such disposition. Such written notice shall state the principal terms of such disposition
and the type and amount of the consideration received for such share or shares by the Optionee in
connection therewith.



     8. Transferability. 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 will or pursuant
to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the
provisions of this Section 8 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.



     9. No Employment Contract. Nothing contained in this Agreement shall confer upon the Optionee
any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit
or affect in any manner the right of the Company and its Subsidiaries to terminate the employment
or adjust the compensation of the Optionee.



     10. 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.



     11. 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.



     12. Adjustments. The Committee 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 Committee, 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



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NS GROUP, INC. EQUITY PLAN

INCENTIVE STOCK OPTION AGREEMENT



foregoing. In the event of any such transaction or event, the Committee, 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.




     13. Amendments. Subject to the terms of the Plan, the Committee 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.



     14. 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.



     15. 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 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 or exercise of the Option Right.



     16. Successors and Assigns. Without limiting Section 8 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.



     17. 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.



     18. 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



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NS GROUP, INC. EQUITY PLAN

INCENTIVE STOCK OPTION AGREEMENT



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.




     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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