EX-10.5



 







Exhibit 10.5



NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

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. Non-Employee Director 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 continued to serve on the Board through the vesting dates set forth below
with respect to the portion of Restricted Shares set forth next to such date:




	 	 	 	 	 
	 	 	Portion of Restricted Shares
	Vesting Date	 	Vesting on such Vesting Date
	 
	The earlier of (i) May 9, 2009, or
(ii) the annual meeting of the
Company’s stockholders in 2009
	 	 	100	%






          (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 Board) while serving on the
Board, (ii) a Change in Control occurs, or (iii) the Grantee retires from the Board after having
attained the mandatory retirement age for Non-Employee Directors under the Company’s corporate
governance guidelines in effect on the date of such retirement.




          (c) Notwithstanding the provisions of Sections 2(a) and 2(b), if the Grantee ceases to serve
on the Board as a result of his Retirement during the vesting period, then the Restricted Shares
shall vest and become nonforfeitable as set forth below with respect to the portion of Restricted
Shares set forth next to such termination date:




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NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

RESTRICTED SHARES AGREEMENT



	 	 	 	 	 
	 	 	Portion of Restricted
	Termination of Service Occurs	 	Shares Vesting
	 
	On or after May 9, 2007 (or, if earlier,
the annual meeting of the Company’s
stockholders in 2007) but before May 9,
2008 (or, if earlier, the annual meeting
of the Company’s stockholders in 2008)
	 	 	1/3	 
	 
	 	 	 	 
	On or after May 9, 2008 (or, if earlier,
the annual meeting of the Company’s
stockholders in 2008) but before May 9,
2009 (or, if earlier, the annual meeting
of the Company’s stockholders in 2009)
	 	 	2/3	 
	 
	 	 	 	 
	On or after May 9, 2009 (or, if earlier,
the annual meeting of the Company’s
stockholders in 2009)
	 	 	3/3	 






     For purposes of this Section 2(c), the term Retirement shall mean a voluntary resignation from
the Board by the Grantee at any time after at least five years of service as a Non-Employee
Director.



     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 a Non-Employee
Director other than as provided in Section 2(b) or 2(c). 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 Board, 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



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NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

RESTRICTED SHARES AGREEMENT


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 Right to Reelection. Nothing contained in this Agreement shall confer upon the Grantee
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.



     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 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 Board 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.



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NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

RESTRICTED SHARES AGREEMENT



     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 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 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.



     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.



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NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Amended and Restated Effective February 17, 2005)

RESTRICTED SHARES AGREEMENT



     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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