Exhibit 10.4
NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY
PLAN
(Amended and Restated Effective February 17, 2005)
RESTRICTED SHARES 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 Restricted Shares . 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 Grantee as of
the Date of Grant ___Common Shares as Restricted Shares (the
“Restricted Shares”). The Restricted Shares shall be
fully paid and nonassessable and shall be represented by a
certificate or certificates registered in the Grantee’s name,
endorsed with an appropriate legend referring to the restrictions
hereinafter set forth.
2. Vesting of Restricted Shares .
(a) All
of the Restricted Shares covered by this Agreement shall become
nonforfeitable if the Grantee continues to serve on the Board for
the period beginning on the Date of Grant and ending on the earlier
of (i) the third anniversary of the Date of Grant or
(ii) the annual meeting of the Company’s stockholders in
the year containing the third anniversary of the Date of
Grant.
(b) Notwithstanding
the provisions of Section 2(a), all of the Restricted Shares
covered by this Agreement become nonforfeitable if, prior to the
date the Restricted Shares become fully nonforfeitable pursuant to
Section 2(a), and while the Grantee is serving on the Board,
(i) the Grantee dies or becomes permanently disabled (as
determined by the Board), or (ii) a Change in Control
occurs.
3. Forfeiture of Shares . The Restricted Shares shall
be forfeited if the Grantee ceases to serve as a member of the
Board prior to the third anniversary of the Date of Grant, except
as otherwise provided in Section 2 above. In the event of a
forfeiture, the certificates representing the Restricted Shares
covered by this Agreement shall be cancelled.
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 hereof; provided , however , that the
Grantee’s rights with respect to such Common Shares 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 4 shall be void, and the other
party to any such purported transaction shall not obtain any rights
to or interest in such Common Shares.
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 dividends that may be paid
thereon; 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 subject to the same restrictions
as the Restricted Shares covered by this Agreement.
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