Exhibit 10.1
NS GROUP, INC. EQUITY PLAN
PERFORMANCE UNITS 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
“Grantee”).
1. Grant of Performance Units . Subject to and upon the
terms, conditions, and restrictions set forth in this Agreement and
in the NS Group, Inc. Equity Plan (the “Plan”), the
Company hereby grants to the Grantee ___Performance Units (the
“Target Performance Units”) subject to the attainment
of the criteria described in Section 2(a). Each Performance
Unit represents the contingent right to receive $1.00, subject to
the terms and conditions set forth in the Plan and this
Agreement.
2. Earning of Performance Units
(a) The
Grantee’s right to receive payment for any Performance Unit
shall be determined on the basis of the Company’s return on
capital employed during each three-year period which commences
January 1 (the “Performance Period”). Except as
provided in this Section 2, the applicable percentage of the
Target Performance Units, if any, earned by the Grantee shall range
from 0% to 150%, based on the Company’s results during the
Performance Period and the performance criteria set forth in
Exhibit A.
(b) If,
while in the continuous employ of the Company or a Subsidiary
Company, the Grantee dies, retires at age 62 with at least
5 years of continuous employment or becomes permanently
disabled (as determined by the Committee) prior to the date that
the Performance Units are paid as provided herein, the Grantee
shall be entitled to receive a prorated portion of the value of the
Performance Units calculated under Section 2(a), determined by
multiplying the value of the Performance Units by a fraction, the
numerator of which is the number of days during the Performance
Period that the Grantee was employed by the Company or a Subsidiary
and the denominator of which is the total number of days during the
Performance Period.
(c) If
a Change in Control occurs prior to the end of the Performance
Period and while the Grantee is in the continuous employ of the
Company or a Subsidiary, the Grantee shall be entitled to receive a
prorated portion of the value of the Performance Units calculated
under Section 2(a), determined by multiplying the value of the
Performance Units by a fraction, the numerator of which is the
number of days during the Performance Period that the Grantee was
employed by the Company or a Subsidiary and the denominator of
which is the total number of days during the Performance Period.
The applicable percentage of the Target Performance Units earned by
the Grantee shall be determined by the Committee, in its
discretion, by using a reasonable estimate of Company
performance.
3. Payment of Performance Units .
(a) Except
as provided in Section 3(b), the value of the Target
Performance Units earned as provided in Section 2 and not
forfeited as provided in Section 4 shall be paid to the
Grantee (or his beneficiary in the case of death) in cash as soon
as administratively practicable after the approval of audited
financial results for the Performance Period, but in no event later
than 75 days after the end of a Performance Period.
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NS GROUP, INC. EQUITY PLAN
PERFORMANCE UNITS AGREEMENT
(b) Notwithstanding
anything contained herein to the contrary, if a Change in Control
occurs prior to the date that the Performance Units are paid as
provided herein and while the Grantee is in the continuous employ
of the Company or a Subsidiary, the value of the Performance Units
earned as provided in Section 2(a) or 2(c), as the case may be,
shall be paid to the Grantee in cash within 30 days after the
date of the Change in Control.
4. Forfeiture of Target Performance Units .
(a) Except
as provided in Section 3(b) and 4(b), the Performance Units shall
be forfeited automatically without further notice on the date the
Grantee ceases to be continuously employed by the Company or a
Subsidiary.
(b) Notwithstanding
the provisions of Section 4(a), the Performance Units shall
not be forfeited upon the Grantee’s ceasing to be
continuously employed by the Company or a Subsidiary if the Grantee
dies, retires at age 62 with at least 5 years of continuous
employment or becomes permanently disabled (as determined by the
Committee).
5. Transferability . The Performance Units may not be
sold, exchanged, assigned, transferred, pledged, encumbered or
otherwise disposed of by the Grantee; provided ,
however , that the Grantee’s rights with respect to
such Performance Units 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 5
shall be void, and the other party to any such purported
transaction shall not obtain any rights to or interest in such
Performance Units.
6. No Employment Contract . Nothing contained in
this
