Exhibit 10.3
NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY
PLAN
(Amended and Restated Effective February 17, 2005)
NONQUALIFIED STOCK OPTION AGREEMENT
This Agreement
(the “Agreement”) is made as of , 20___(the “Date
of Grant”) by and between NS Group, Inc., a Kentucky
corporation (the “Company”) and ___(the
“Non-Employee Director”).
1. Grant of Option Right . Subject to and upon the
terms, conditions and restrictions set forth in this Agreement and
in the NS Group, Inc. Non-Employee Director Equity Plan (the
“Plan”), the Company hereby grants to the Non-Employee
Director as of the Date of Grant an option (the “Option
Right”) to purchase ___Common Shares, at the price of ___per
share (the “Option Price”). 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. Exercise of Option Right .
(a) Unless
and until terminated as hereinafter provided, and only for so long
as the Non-Employee Director continuously serves on the Board, the
Option Right will become exercisable to the extent of one-third of
the Common Shares specified in Section 1, as
follows:
(i) The
first installment shall vest on the earlier of (i) the first
anniversary of the Date of Grant or (ii) the annual meeting of
the Company’s shareholders that occurs in the year following
the year in which the Date of Grant occurs;
(ii) The
second installment shall vest on the earlier of (i) the second
anniversary of the Date of Grant or (ii) the annual meeting of
the Company’s shareholders that occurs in the second year
following the year in which the Date of Grant occurs;
and
(iii) The
third installment shall vest on the earlier of (i) the third
anniversary of the Date of Grant or (ii) the annual meeting of
the Company’s shareholders that occurs in the third year
following the year in which the Date of Grant occurs.
(b) Notwithstanding
the provisions of Section 2(a), the Option Right will become
immediately exercisable in full if, prior to the date the Option
Right becomes fully exercisable pursuant to Section 2(a), and
while the Non-Employee Director serves on the Board, (i) the
Non-Employee Director dies, or (ii) a Change in Control
occurs.
(c) To
the extent that the Option Right becomes 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 shall
be forfeited (to the extent it has not become exercisable pursuant
to Section 2) if the Non-Employee Director ceases to
continuously serve on the Board.
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)
Page 1 of 5
Exhibit 10.3
NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY
PLAN
(Amended and Restated Effective February 17, 2005)
NONQUALIFIED STOCK OPTION AGREEMENT
owned by the Non-Employee
Director, 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 Non-Employee Director ceases to serve on the Board
as a result of his death or Retirement;
(b) Ninety
days after the Non-Employee Director 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.
6. Issuance of Common Shares . Subject to the terms and
conditions of this Agreement, Common Shares shall be issuable to
the Non-Employee Director as soon as administratively practicable
following the date the Non-Employee Director exercises the Option
Right in accordance with Section 2 hereof and makes full payment to
the Company of the Option Price. The Non-Employee Director 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 Non-Employee Director 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
Non-Employee Director; provided , however , that the
Non-Employee Director’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 7 shall be
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