<PAGE>
As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JUST FOR FEET, INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 63-0734234
------------------------------ --------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
7400 Cahaba Valley Road, Birmingham, Alabama 35242
------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
JUST FOR FEET, INC.
1997 EMPLOYEE INCENTIVE PLAN
------------------------------------
(Full Title of the Plan)
HAROLD RUTTENBERG
Chairman, President and Chief Executive Officer
7400 Cahaba Valley Road
Birmingham, Alabama 35242
(205) 408-3000
------------------------------------
(Name, address, telephone number, including
area code, of agent for service)
------------------------------------
Copies Requested to:
Arthur Jay Schwartz, Esq.
Smith, Gambrell & Russell, LLP
Promenade II, Suite 3100
1230 Peachtree Road, N.E.
Atlanta, Georgia 30309-3592
(404) 815-3500
------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common
Stock, par value 1,500,000 $12.1875 $18,281,250 $5,082.19
$.0001 per share
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based upon the
average of the high and low reported prices of the Common Stock on the
Nasdaq National Market on April 27, 1999.
================================================================================
<PAGE>
Explanatory Note
This Registration Statement covers 1,500,000 additional shares of the Common
Stock of Just For Feet, Inc. (the "Company"), $.0001 value per share, issuable
pursuant to the Company's 1997 Employee Incentive Plan (the "1997 Employee
Incentive Plan"), for which a previously filed Registration Statement on Form S-
8 is effective (collectively, the "Registration Statements"). The contents of
the Company's earlier Registration Statement on Form S-8, File No. 333-42313, as
filed with the Securities and Exchange Commission on December 15, 1997, are
incorporated by reference.
This Registration Statement is also being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act") by Just For Feet,
Inc., a Delaware corporation (the "Company" or "Just For Feet-Delaware"), which
is the successor to Just For Feet, Inc., an Alabama corporation ("Just For Feet-
Alabama"), following a statutory merger effective on June 26, 1998 (the
"Merger") for the purpose of changing Just For Feet-Alabama's state of
incorporation. Prior to the merger, Just For Feet-Delaware had no assets or
liabilities other than nominal assets or liabilities. In connection with the
Merger, Just For Feet-Delaware succeeded by operation of law to all of the
assets and liabilities of Just For Feet-Alabama. The Merger was approved by the
shareholders of Just For Feet-Alabama at a meeting for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Just For Feet-Delaware, by virtue of this Registration Statement, expressly
adopts the prior Registration Statement (Registration No. 333-42313) as its own
registration statement for all purposes of the Securities Act and the Exchange
Act.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------- ----------------------------------------
The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents:
1. The Company's Annual Report on Form 10-K for the year ended January 30,
1999; and
2. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed under the Exchange Act on March 4,
1994, as amended by Form 8-A/A filed with the Commission on February 25,
1999.
Item 4. Description of Securities.
- ------- --------------------------
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
- ------- ---------------------------------------
No response is required to this item.
Item 6. Indemnification of Officers and Directors.
- ------- ------------------------------------------
The Registrant's Certificate of Incorporation and its Bylaws provide for
indemnification of directors and officers of the Registrant to the fullest
extent permitted by Delaware law.
Section 145 of the General Corporation Law of the State of Delaware provides
generally that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
In addition, pursuant to the authority of Delaware law, the Certificate of
Incorporation of the Registrant and the Registrant's Bylaws also eliminate the
monetary liability of directors to the fullest extent permitted by Delaware law.
The Registrant has purchased directors' and officers' liability insurance
II-1
<PAGE>
covering certain liabilities incurred by its directors and officers in
connection with the performance of their duties.
Item 7. Exemption From Registration Claimed.
- ------- ------------------------------------
No response to this Item is required.
Item 8. Exhibits.
- ------- ---------
The following exhibits are filed with or incorporated by reference into this
Registration Statement. The exhibits which are denominated by an asterisk (*)
were previously filed as a part of, and are hereby incorporated by reference
from the Company's earlier Registration Statement on Form S-8, File No. 333-
42313, as filed with the Securities and Exchange Commission on December 15,
1997.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1* Form of Incentive Stock Option Agreement.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1* Just For Feet, Inc. 1997 Employee Incentive Plan.
10.1.1 Just For Feet, Inc. 1997 Employee Incentive Plan, as amended.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their
opinion filed as Exhibit 5.1).
24.1 Power of Attorney of Edward S. Croft, III.
24.2 Power of Attorney of Michael P. Lazarus.
24.3 Power of Attorney of Bart Starr, Sr.
24.4 Power of Attorney of Randall L. Haines.
24.5 Power of Attorney of David F. Bellet.
24.6 Power of Attorney of Warren C. Smith, Jr.
II-2
<PAGE>
Item 9. Undertakings.
- ------- -------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Birmingham, State of Alabama, on the 30th day of
April, 1999.
JUST FOR FEET, INC.
By: /s/ Harold Ruttenberg
--------------------------------------
Harold Ruttenberg
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Harold Ruttenberg Chairman, President and Chief April 30, 1999
- ---------------------------------- Executive Officer (principal
Harold Ruttenberg executive officer)
/s/ Eric L. Tyra Executive Vice President, Chief April 30, 1999
- ---------------------------------- Financial Officer (principal
Eric L. Tyra accounting officer)
* Director April 30, 1999
- ----------------------------------
Michael P. Lazarus
* Director April 30, 1999
- ----------------------------------
Bart Starr, Sr.
* Director April 30, 1999
- ----------------------------------
Randall L. Haines
* Director April 30, 1999
- ----------------------------------
David F. Bellet
* Director April 30, 1999
- ----------------------------------
Edward S. Croft, III
* Director April 30, 1999
- ----------------------------------
Warren C. Smith, Jr.
</TABLE>
*By: /s/ Eric L. Tyra
------------------------------
Eric L. Tyra
Attorney-in-Fact
<PAGE>
Exhibit Index
-------------
Exhibit
Number Description of Exhibit
- ------- -----------------------------------------------------
4.1* Form of Incentive Stock Option Agreement.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1* Just For Feet, Inc. 1997 Employee Incentive Plan
10.1.1 Just For Feet, Inc. 1997 Employee Incentive Plan, as amended.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their opinion
filed as Exhibit 5.1)
24.1 Power of Attorney of Edward S. Croft, III.
24.2 Power of Attorney of Michael P. Lazarus.
24.3 Power of Attorney of Bart Starr, Sr.
24.4 Power of Attorney of Randall L. Haines.
24.5 Power of Attorney of David F. Bellet.
24.6 Power of Attorney of Warren C. Smith, Jr.
<PAGE>
EXHIBIT 5.1
<PAGE>
May 3, 1999
Board of Directors
Just For Feet, Inc.
7400 Cahaba Valley Road
Birmingham, Alabama 35242
RE: Just For Feet, Inc.
Registration Statement on Form S-8
1,500,000 Shares of $.0001 par value
Common Stock
Just For Feet, Inc. 1997 Employee Incentive Plan
------------------------------------------------
Gentlemen:
We have acted as counsel for Just For Feet, Inc. (the "Company") in connection
with the registration of 1,500,000 shares of its $.0001 par value Common Stock
(the "Shares") reserved to the Just For Feet, Inc. 1997 Employee Incentive Plan,
as amended and restated (the "Plan"), pursuant to the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, covering
the Shares.
In connection therewith, we have examined the following:
(1) The Certificate of Incorporation of the Company, certified by the
Secretary of State of the State of Delaware;
(2) The By-Laws of the Company, as amended, certified as complete and
correct by the Secretary of the Company;
(3) Resolutions adopted by the Board of Directors of the Company on July
1, 1998, certified as correct and complete by the Secretary of the
Company;
(4) Certificate of Good Standing with respect to the Company, issued by
the Secretary of State of the State of Delaware; and
(5) The Registration Statement, including all exhibits thereto.
Based upon such examination and upon examination of such other instruments and
records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the State of
Delaware and is validly existing under the laws of that state.
<PAGE>
Board of Directors
Just For Feet, Inc.
May 3, 1999
Page Two
(B) The Shares covered by the Registration Statement have been legally
authorized and when issued in accordance with the terms described in
said Registration Statement, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the aforementioned
Registration Statement on Form S-8 and to the reference to this firm under the
caption "Legal Matters" in the Prospectus. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Marlon F. Starr
Marlon F. Starr
<PAGE>
EXHIBIT 10.1.1
<PAGE>
JUST FOR FEET, INC.
1997 EMPLOYEE INCENTIVE PLAN
AS AMENDED
SECTION 1. General Purpose of Plan; Definitions.
The name of this plan is the Just For Feet, Inc. 1997 Employee Incentive Plan
(the "Plan"). The purpose of the Plan is to enable Just For Feet, Inc. (the
"Company") and its Subsidiaries and Affiliates to attract and retain employees
who contribute to the Company's success by their ability, ingenuity and
industry, and to enable such employees to participate in the long-term success
and growth of the Company through an equity interest in the Company.
For purposes of the Plan, the following terms shall be defined as set forth
below:
a. "Affiliate" means any corporation (other than a Subsidiary), partnership,
joint venture or any other entity in which the Company owns, directly or
indirectly, at least a 10 percent beneficial ownership interest.
b. "Board" means the Board of Directors of the Company.
c. "Cause" means (i) the commission of a felony or any act of fraud, theft,
embezzlement, dishonesty, misappropriation or moral turpitude (as hereafter
defined) on the part of a participant, (ii) a willful failure by a participant
to comply with any laws or regulations relating to his employment with the
Company (as hereinafter defined in Section 8(a)), (iii) a material breach by a
participant of, or a material failure by a participant to perform, his duties
and obligations to the Company, (iv) substantial dependance or addiction to
alcohol or any drug, (v) wilful dereliction of duties or disregard of lawful
instructions or directions of the officers or directors of the Company relating
to a material matter, (vi) conduct disloyal to the Company, or (vii) a failure
by Participant to cease and desist conducting activities prohibited by the rules
and regulations of the Company after an oral or written request by the Company
to so cease and desist. For purposes of this Agreement, "moral turpitude" shall
mean an act of baseness, vileness, or depravity in the private and social duties
which a person owes to another, or to society in general, contrary to the
accepted and customary rule of right and duty between people.
d. "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto and the Treasury Regulations and rulings promulgated
thereunder.
e. "Committee" means a committee of the Board appointed for the purpose of
administering the Plan, which committee shall at all times consist of two or
more Non-Employee Directors.
f. "Commission" means the U.S. Securities and Exchange Commission.
g. "Company" means Just For Feet, Inc., a corporation organized under the laws
of the State of Delaware (or any successor corporation).
<PAGE>
h. "Disability" means total and permanent disability as determined under the
Company's long term disability program or, if the Company has no such program,
shall mean total and permanent disability as defined in Section 22(e)(3) of the
Code or any successor thereto.
i. "Eligible Employee" means a person regularly employed by the Company or a
Subsidiary and who is responsible for or contributes to the management, growth
and/or profitability of the business of the Company or a Subsidiary.
j. "Eligible Participant" means directors, officers, employees, consultants
and advisors of the Company or a Subsidiary and other persons who may not
otherwise be eligible to receive Incentive Stock Options pursuant to Section 5
of the Plan.
k. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any successor thereto.
l. "Fair Market Value" means, as of any given date, the mean between the high
"bid" and low "ask" prices as of the close of business for the Company's Stock
in the over-the-counter market, as reported by the Nasdaq Stock Market (or other
national quotation service), or, if the Stock is registered on a national
securities exchange, the closing price of the Stock on such national securities
exchange or, if neither traded in the over-the-counter market nor listed on a
national securities exchange, then the fair market value as determined by the
Board or the Committee, but in no case less than the par value of such Stock.
m. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
n. "Non-Employee Director" means a member of the Board who is not a regular
salaried employee of the Company or one of its Subsidiaries. As it relates to
the members of the Committee, "Non-Employee Director" shall have the meaning set
forth in Rule 16b-3(b) (3) as promulgated by the Commission under the Securities
Exchange Act of 1934, as amended, or any successor definition adopted by the
Commission.
o. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
p. "Performance Award" means an award of shares of Stock or cash pursuant to
Section 9 contingent upon achieving certain performance goals.
q. "Plan" means this 1997 Employee Incentive Plan, as amended.
r. "Restricted Stock" means an award of shares of Stock that are subject to
restrictions under Section 8.
s. "Stock" means the Common Stock, par value $.0001 per share, of the Company.
<PAGE>
t. "Stock Appreciation Right" means a right granted under Section 7 which
entitles the holder to receive a cash payment or an award of Stock in an amount
equal to the product of (A) the difference between (i) the Fair Market Value of
the Stock covered by such right at the date the right is granted, unless
otherwise determined by the Board or the Committee pursuant to Section 7 and
(ii) the Fair Market Value of the Stock covered by such right at the date the
right is exercised, and (B) the number of shares covered by the right.
u. "Stock Option" means any option to purchase shares of Stock granted to
Eligible Employees or Eligible Participants under the Plan.
v. "Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if each of the corporations
(other than the last corporation in the unbroken chain) owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of
the other corporations in the chain.
SECTION 2. Administration.
The Plan shall be administered by the Board or the Committee. The Board or the
Committee shall have the power and authority to grant to Eligible Employees or
Eligible Participants, pursuant to the terms of the Plan: (i) Incentive Stock
Options; (ii) Non-Qualified Stock Options; (iii) Stock Appreciation Rights; (iv)
Restricted Stock; or (v) Performance Awards.
In particular, the Board or the Committee shall have the authority:
(i) to select the Eligible Employees or Eligible Participants to whom Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock, or Performance Awards or a combination of the foregoing from
time to time will be granted hereunder;
(ii) to determine whether and to what extent Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, or
Performance Awards or a combination of the foregoing, are to be granted
hereunder;
(iii) to determine the number of shares of Stock to be covered by each such
award granted hereunder;
(iv) to determine the terms and conditions, not inconsistent with the terms of
the Plan, of any award granted hereunder including, but not limited to, any
restriction on any Stock Option or other award and/or the shares of Stock
relating thereto based on performance and/or such other factors as the Board or
the Committee may determine, in its sole discretion, any vesting schedules and
any vesting acceleration features based on performance and/or such other factors
as the Board or the Committee may determine, in its sole discretion;
(v) to determine whether, to what extent and under what circumstances the
receipt of Stock and other amounts payable with respect to an award under this
Plan shall be deferred either automatically or at the election of a participant,
including providing for and determining the amount (if any) of deemed earnings
on any deferred amount during any deferral period.
<PAGE>
Subject to Section 11, the Board or the Committee shall have the authority to
adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the Plan (and
any agreements relating thereto); and to otherwise supervise the administration
of the Plan.
All decisions made by the Board or the Committee pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Company and
Plan participants.
SECTION 3. Stock Subject to Plan.
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 2,900,000. Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares.
If any shares of Stock that have been subject to option cease to be subject to
option, or if any shares subject to any Restricted Stock award granted hereunder
are forfeited or such award is otherwise terminated, such shares shall again be
available for distribution in connection with future awards under the Plan.
In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, or other change in corporate structure affecting the Stock, a
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan and in the number of
shares subject to Restricted Stock awards granted under the Plan as may be
determined to be appropriate by the Board or the Committee, in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number. Such adjusted option price shall also be used to determine
the amount payable by the Company upon the exercise of any Stock Appreciation
Right associated with any Stock Option.
SECTION 4. Eligibility.
Incentive Stock Options shall be granted only to Eligible Employees. Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock and
Performance Awards may be granted to Eligible Employees and Eligible
Participants. The optionees and participants under the Plan shall be selected
from time to time by the Board or the Committee, in its sole discretion, from
among those eligible, and the Board or the Committee shall determine, in its
sole discretion, the number of shares covered by each award or grant.
SECTION 5. Incentive Stock Options.
Incentive Stock Options may be granted either alone or in addition to other
awards granted under the Plan. Any Incentive Stock Option granted under the
Plan shall be in such form as the Board or the Committee may from time to time
approve, and the provisions of Incentive Stock Option awards need not be the
same with respect to each optionee.
<PAGE>
The Board or the Committee shall have the authority to grant any Eligible
Employee Incentive Stock Options (with or without Stock Appreciation Rights)
except that Incentive Stock Options shall not be granted to employees of an
Affiliate. To the extent that any Stock Option does not qualify as an Incentive
Stock Option, it shall constitute a separate Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code. Notwithstanding the foregoing, in the event an optionee
voluntarily disqualifies an option as an Incentive Stock Option within the
meaning of Section 422 of the Code, the Board or the Committee may, but shall
not be obligated to, make such additional grants, awards or bonuses as the Board
or the Committee shall deem appropriate, to reflect the tax savings to the
Company which results from such disqualification.
Incentive Stock Options granted under the Plan shall be evidenced by agreements
to be consistent with and subject to the following terms and conditions and
shall contain such additional terms and conditions, consistent with the terms of
the Plan, as the Board or the Committee shall deem desirable:
(a) Option Price. The option price per share of Stock purchasable under an
Incentive Stock Option shall be the Fair Market Value of the Stock on the date
of the grant of the Incentive Stock Option; provided, however, that the option
price per share of an Incentive Stock Option granted to an individual who, at
the time the option is granted, owns directly or indirectly under the provisions
of Code (S) 424(d) more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of a Subsidiary (a "Ten Percent
Owner"), shall be not less than one hundred ten percent (110%) of the Fair
Market Value on the date the option is granted.
(b) Option Term. The term of each Incentive Stock Option shall be fixed by
the Board or the Committee, but no Incentive Stock Option shall be exercisable
more than ten years after the date such option is granted. Notwithstanding the
foregoing, no Incentive Stock Option granted to a Ten Percent Owner shall be
exercisable more than five (5) years from the date of grant of the option.
(c) Exercisability. Subject to paragraph (g) of this Section 5, Incentive
Stock Options shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Board or the Committee at
grant. If the Board or the Committee provides, in its discretion, that any
Incentive Stock Option is exercisable only in installments, the Board or the
Committee may waive such installment exercise provision at any time in whole or
in part based on performance and/or such other factors as the Board or the
Committee may determine in its sole discretion.
(d) Method of Exercise. To the extent consistent with any applicable vesting
requirements, Incentive Stock Options may be exercised in whole or in part at
any time during the option period, by giving written notice of exercise to the
Company specifying the number of shares to be purchased, accompanied by payment
in full of the purchase price, in cash, by
<PAGE>
check or such other instrument as may be acceptable to the Board or the
Committee. As determined by the Board or the Committee, in its sole
discretion, at or after grant, payment in full or in part may also be made
in the form of unrestricted Stock owned by the optionee (based on the Fair
Market Value of the Stock on the date the option is exercised). An optionee
shall have the right to dividends or other rights of a stockholder with
respect to shares subject to the option only when the optionee has given
written notice of exercise and has paid in full for such shares.
(e) Non-transferability of Options. No Incentive Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution. All Incentive Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee.
(f) Termination of Employment. In the event that an optionee during his or
her lifetime ceases to be an employee of the Company or of any Subsidiary of the
Company for any reason (including retirement) other than death or Disability,
any Incentive Stock Option or unexercised portion thereof which was otherwise
exercisable on the date of termination of employment shall expire unless
exercised within a period of three (3) months from the date on which the
optionee ceased to be an employee, but in no event after the term provided in
the optionee's stock option agreement. In the event that an optionee ceases to
be an employee of the Company or of any Subsidiary of the Company for any reason
(including retirement) other than death or Disability prior to the time that an
option is exercisable, his or her Incentive Stock Option shall terminate
immediately and be null and void.
In the event that an optionee during his or her lifetime ceases to be an
employee of the Company or any Subsidiary of the Company by reason of death
or Disability, any Incentive Stock Option or unexercised portion thereof which
was otherwise exercisable on the date such optionee ceased employment shall
expire unless exercised within a period of one (1) year from the date on which
the optionee ceased to be an employee, but in no event after the term provided
in the optionee's stock option agreement. In the event that an optionee during
his or her lifetime ceases to be an employee of the Company or any Subsidiary of
the Company by reason of death or Disability, any Incentive Stock Option or
portion thereof which was not exercisable on the date such optionee ceased
employment shall become immediately exercisable for a period of six (6) months
from the date on which the optionee ceased to be an employee, but in no event
after the term provided in the optionee's stock option agreement. In the event
of the death of an optionee, the option shall be exercisable by his or her
personal representatives, heirs or legatees, as provided herein.
(g) Limit on Value of Incentive Stock Options First Exercisable Annually.
To the extent that the aggregate Fair Market Value (determined at the time the
option is granted) of shares of Stock with respect to which Incentive Stock
Options are exercisable for the first time by an individual during any calendar
year (under all of the Company's option plans) exceeds $100,000, such options
shall be treated as Non-Qualified Stock Options.
(h) Restriction on Transfer of Underlying Shares. Each optionee shall hold
the shares purchased by him pursuant to the exercise of a Stock Option granted
under this Plan
<PAGE>
prior to August 30, 1998 until the expiration of sixty (60) days from the date
of exercise. The Board or the Committee may waive the restriction imposed by
this paragraph and may, in its sole discretion, as a condition to such waiver,
require the optionee to sell such shares to the Company at the original
exercise price.
SECTION 6. Non-Qualified Stock Options.
The Board or the Committee may grant to Eligible Employees or Eligible
Participants options under the Plan which are not Incentive Stock Options under
the provisions of Section 422 of the Code. Such Non-Qualified Stock Options
shall be evidenced by agreements in such form and consistent with this Plan as
the Board or the Committee shall approve from time to time, which agreements
shall contain in substance the same terms and conditions as set forth in Section
5 hereof with respect to Incentive Stock Options; provided, however, that,
subject to Section 14(f) hereof, the limitations set forth in Sections 5(a),
5(b), 5(f), 5(g) and 5(h) shall not be applicable to Non-Qualified Stock
Options. Payment of the option exercise price for a Non-Qualified Stock Option
may be made in the form of Restricted Stock owned by the optionee, in which case
the shares received upon the exercise of such Non-Qualified Stock Option shall
be restricted or deferred, as the case may be, in accordance with the original
term of the Restricted Stock award in question, except that the Board or the
Committee may direct that such restrictions or deferral provisions shall apply
only to the number of such shares equal to the number of shares of Restricted
Stock surrendered upon the exercise of such option. No shares of unrestricted
Stock shall be issued until full payment therefor has been made.
SECTION 7. Stock Appreciation Rights.
(a) Grant and Exercise When Granted in Conjunction With Stock Options. Stock
Appreciation Rights may be granted in conjunction with all or part of any Stock
Option granted under the Plan and may contain terms and conditions different
from those of the related Stock Option, except as otherwise provided below. In
the case of a Non-Qualified Stock Option, such rights may be granted either at
or after the time of the grant of such Non-Qualified Stock Option. In the case
of an Incentive Stock Option, such rights may be granted only at the time of the
grant of such Incentive Stock Option.
A Stock Appreciation Right or applicable portion thereof granted with respect to
a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that, unless
otherwise provided by the Board or the Committee at the time of grant, a Stock
Appreciation Right granted with respect to less than the full number of shares
covered by a related Stock Option shall only be reduced if and to the extent
that the number of shares covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock Appreciation
Right.
A Stock Appreciation Right may be exercised by an optionee, in accordance with
paragraph (d) of this Section 7, by surrendering the applicable portion of the
related Stock Option. Upon such exercise and surrender, the optionee shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(d) of this Section 7. Stock Options which have been so surrendered, in whole
or in part, shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.
<PAGE>
(b) Grant and Exercise When Granted in Tandem With Stock Option. Stock
Appreciation Rights may be granted in tandem either at the time of grant of a
Non-Qualified Stock Option or at any time during the term of such Stock Option.
A Stock Appreciation Right may be exercised at any time to the extent that the
Stock Option to which it relates is then exercisable, and shall be subject to
the conditions applicable to such Stock Option. When a Stock Appreciation Right
is exercised in accordance with Section 7(d), the Stock Option to which it
relates shall cease to be exercisable to the extent of the number of shares with
respect to which the Stock Appreciation Right is exercised. Similarly, when an
option is exercised, the Stock Appreciation Right relating to the shares covered
by such Stock Option exercise shall terminate. Any Stock Appreciation Right
which is outstanding on the last day of the term of the Stock Option to which it
is related shall be automatically exercised on such date for cash or Stock, as
determined by the Board or the Committee, without any action by the optionee if
and to the extent that such optionee does not exercise such Stock Option.
(c) Grant and Exercise When Granted Alone. Stock Appreciation Rights may be
granted at the discretion of the Board or the Committee in a manner not related
to an award of a Stock Option. A Stock Appreciation Right granted under this
Section 7(c) is not exercisable for a period of six months from the date of
grant, unless a longer period is otherwise determined by the Board or the
Committee. A Stock Appreciation Right granted under Section 7(c), shall be
exercisable in accordance with Section 7(d) over a period not to exceed ten
years; provided, that in the event the holder of such a Stock Appreciation Right
ceases to be an Employee of the Company or any Subsidiary or Affiliate of the
Company or Eligible Participant for any reason, such Stock Appreciation Right
shall thereafter be exercisable only as and to the extent it would have been
exercisable if granted under Section 7(a) hereof in conjunction with a Stock
Option. Any Stock Appreciation Right which is outstanding on the last day of the
exercisable period shall be automatically exercised on such date for cash or
Stock, as determined by the Board or the Committee, without any action by the
holder.
(d) Terms and Conditions. Stock Appreciation Rights shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as shall
be determined from time to time by the Board or the Committee, including the
following:
(i) Stock Appreciation Rights granted pursuant to Section 7(a) and 7(b)
shall be exercisable only at such time or times and to the extent that the Stock
Options to which the Stock Appreciation Rights relate shall be exercisable in
accordance with the provisions of Sections 5 and 6 and this Section 7 of the
Plan; provided, however, that any Stock Appreciation Right granted subsequent to
the grant of the related Stock Option shall not be exercisable during the first
six months of the term of the Stock Appreciation Right, except that this
additional limitation shall not apply in the event of death or Disability of the
optionee prior to the expiration of the six-month period.
(ii) Upon the exercise of a Stock Appreciation Right granted pursuant to
Section 7(a) or 7(b), an optionee shall be entitled to receive an amount in cash
or shares of Stock equal in value to the excess of the Fair Market Value of one
share of Stock over the option price per share specified in the related Stock
Option multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Board or the
<PAGE>
Committee having the right to determine the form of payment. Upon the exercise
of a Stock Appreciation Right granted pursuant to Section 7(c), the holder shall
be entitled to receive an amount in cash or shares of Stock equal in value to
the excess of the Fair Market Value of one share of Stock at the date of such
exercise over the Fair Market Value of one share of Stock at the date the Stock
Appreciation Right was granted multiplied by the number of shares in respect of
which the Stock Appreciation Right shall have been exercised, with the Board or
the Committee having the right to determine the form of payment.
(iii) No Stock Appreciation Right shall be transferable by the holder otherwise
than by will or the laws of descent and distribution. All Stock Appreciation
Rights shall be exercisable, during the holder's lifetime, only by the holder.
(iv) Upon the exercise of a Stock Appreciation Right granted pursuant to
Section 7(a) or Section 7(b), the Stock Option or part thereof to which such
Stock Appreciation Right is related shall be deemed to have been exercised for
the purpose of the limitation set forth in Section 3 of the Plan on the number
of shares of Stock to be issued under the Plan.
(v) A Stock Appreciation Right granted in connection with an Incentive Stock
Option pursuant to Section 7(a), may be exercised only if and when the market
price of the Stock subject to the Incentive Stock Option exceeds the exercise
price of such Stock Option.
(vi) In its sole discretion, the Board or the Committee may provide, at the
time of grant of a Stock Appreciation Right under this Section 7, that such
Stock Appreciation Right can be exercised only in the event of a "Change of
Control" (as defined in Section 13 below).
(vii) The Board or the Committee, in its sole discretion, may also provide that
in the event of a "Change of Control" (as defined in Section 13 below) the
amount to be paid upon the exercise of a Stock Appreciation Right shall be
based on the "Change of Control Price" (as defined in Section 13 below).
(viii) Any exercise by a participant of all or a portion of a Stock
Appreciation Right for cash, may only be made during the period beginning on the
third business day following the date of the Company's release of its quarterly
or annual summary statements of sales and earnings to the public and ending on
the twelfth business day following such date; provided, however, that the
foregoing shall not apply to any exercise by a participant of a Stock
Appreciation Right for cash where the date of exercise is automatic or fixed in
advance under the Plan and is outside the control of the participant.
<PAGE>
SECTION 8. Restricted Stock.
(a) Administration. Shares of Restricted Stock may be issued either alone
or in addition to other awards granted under the Plan. The Board or the
Committee shall determine the Eligible Employees or Eligible Participants to
whom, and the time or times at which, grants of Restricted Stock will be made,
the number of shares to be awarded, the price, if any, to be paid by the
recipient of Restricted Stock, the time or times within which such awards may be
subject to forfeiture, and all other conditions of the awards. However, in no
event shall any restriction, including risk of forfeiture, attach to the
Restricted Stock for a term to exceed ten years from the date such Stock was
granted. The Board or the Committee may also condition the grant of Restricted
Stock upon the attainment of specified performance goals, or such other criteria
as the Board or the Committee may determine, in its sole discretion. The
provisions of Restricted Stock awards need not be the same with respect to each
recipient.
(b) Awards and Certificates. The prospective recipient of an award of shares
of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a "Restricted Stock Award Agreement") and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the then applicable
terms and conditions.
(i) Awards of Restricted Stock must be accepted within a period of 60
days (or such shorter period as the Board or the Committee may specify)
after the award date by executing a Restricted Stock Award Agreement and
paying whatever price, if any, is required.
(ii) Each participant who is awarded Restricted Stock shall be issued
a stock certificate in respect of such shares of Restricted Stock. Such
certificate shall be registered in the name of the participant, and shall
bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such award, substantially in the following form:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Just For Feet, Inc. 1997 Employee Incentive Plan
and a Restricted Stock Agreement entered into between the registered
owner and Just For Feet, Inc. Copies of such Plan and Agreement are
on file in the offices of Just For Feet, Inc., 7400 Cahaba Valley
Road, Birmingham, Alabama 35242."
(iii) The Board or the Committee shall require that the stock certificates
evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock award, the participant shall have delivered a stock power,
endorsed in blank, relating to the Stock covered by such award.
(c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 8 shall be subject to the following restrictions and
conditions:
<PAGE>
(i) Subject to the provisions of this Plan and Restricted Stock Award
Agreements, during the period of six months after the award or such longer
period as may be set by the Board or the Committee commencing on the grant
date (the "Restriction Period"), the participant shall not be permitted to
sell, transfer, pledge or assign shares of Restricted Stock awarded under
the Plan. Within these limits, and subject to Section 14(f) hereof, the
Board or the Committee may, in its sole discretion, provide for the lapse
of such restrictions in installments and may accelerate or waive such
restrictions in whole or in part based on performance and/or such other
factors as the Board or the Committee may determine, in its sole
discretion.
(ii) Except as provided in paragraph (c)(i) of this Section 8, the
participant shall have, with respect to the shares of Restricted Stock,
all of the rights of a stockholder of the Company, including the right to
receive any dividends.
Dividends paid in cash with respect to shares of Restricted Stock shall not
be subject to any restrictions or subject to forfeiture. Dividends paid in
stock of the Company or stock received in connection with a stock split
with respect to Restricted Stock shall be subject to the same restrictions
as on such Restricted Stock. Certificates for shares of unrestricted Stock
shall be delivered to the participant promptly after, and only after, the
period of forfeiture shall expire without forfeiture in respect of such
shares of Restricted Stock.
(iii) Subject to the provisions of the Restricted Stock Award Agreement and
this Section 8, upon termination of employment for any reason during the
Restriction Period, all shares still subject to restriction shall be
forfeited by the participant, and the participant shall only receive the
amount, if any, paid by the participant for such forfeited Restricted
Stock.
(iv) In the event of special hardship circumstances of a participant
whose employment is involuntarily terminated (other than for Cause), the
Board or the Committee may, in it sole discretion, waive in whole or in
part any or all remaining restrictions with respect to such participant's
shares of Restricted Stock.
SECTION 9. Performance Awards.
(a) Administration. Shares of Stock or a payment in cash may be distributed
under the Plan upon the attainment of achievement objectives to a participant as
a Performance Award. The Board or the Committee shall determine the Eligible
Employees or Eligible Participants to whom the Performance Award is granted, the
terms and conditions of the achievement objectives, the term of the performance
period, and the level and form of the payment of the Performance Award.
(b) Achievement Objectives. The Board or the Committee, at its sole discretion
may establish, under this Section 9, achievement objectives either in terms of
Company-wide objectives or in terms of objectives that are related to the
specific performance of the participant or the division, subsidiary, department
or function within the Company in which the participant is engaged. A minimum
level of achievement at the discretion of the Board or the Committee, may be
established.
<PAGE>
If at the end of the performance period the specified objectives have been
attained, the participant is deemed to have fully earned the Performance Award.
If such achievement objectives have not been attained, the participant is deemed
to have partly earned the Performance Award and becomes eligible to receive a
portion of the total award, as determined by the Board or the Committee. If a
required minimum level of achievement has not been met, the participant is
entitled to no portion of the Performance Award. The Company may adjust the
payment of awards or the achievement objectives if events occur or circumstances
arise which would cause a particular payment or set of achievement objectives to
be inappropriate as a measure of performance.
(c) Terms and Conditions. A participant to whom a Performance Award has been
granted is given achievement objectives to be reached over a specified period,
the "performance period." Generally this period shall be not less than one year
but in no case shall the period exceed five years.
Any participant granted a Performance Award pursuant to this Section 9 who
by reason of death, disability or retirement terminates his position with the
Company before the end of the performance period is entitled to receive a
portion of any earned Performance Award.
A participant who terminates his position with the Company for any other
reason forfeits all rights under the Performance Award.
SECTION 10. Loan Provisions.
With the consent of the Board or the Committee, the Company may make, or
arrange for, a loan or loans to an Eligible Employee or Eligible Participants
with respect to the exercise of any Stock Option granted under the Plan and/or
with respect to the payment of the purchase price, if any, of any Restricted
Stock awarded hereunder. The Board or the Committee shall have full authority
to decide whether to make a loan or loans hereunder and to determine the amount,
term and provisions of any such loan or loans, including the interest rate to be
charged in respect of any such loan or loans, whether the loan or loans are to
be with or without recourse against the borrower, the terms on which the loan is
to be repaid and the conditions, if any, under which the loan or loans may be
forgiven.
SECTION 11. Amendments and Termination.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the right
of an optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted Stock, or Performance Award theretofore granted, without the
optionee's or participant's consent, or which without the approval of the
shareholders would (a) except as expressly provided in this Plan, increase the
total number of shares reserved for the purpose of the Plan; or (b) change the
category or class of employees eligible to receive Incentive Stock Options under
the Plan.
The Plan may at any time or from time to time be terminated, modified or
amended by the affirmative vote of not less than a majority of the votes
entitled to be cast thereon by the Company's stockholders. The Board or the
Committee may amend the terms of any award or option theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any holder without his consent. Subject to Section 14(f) hereof, the Board or
the Committee may also substitute
<PAGE>
new Stock Options for previously granted Stock Options including options
granted under other plans applicable to the participant and previously granted
Stock Options having higher option prices.
SECTION 12. Unfunded Status of Plan.
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Board or the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or a payment in lieu of or with respect
to awards hereunder, provided, however, that the existence of such trusts or
other arrangements is consistent with the unfunded status of the Plan.
SECTION 13. Change of Control.
The following acceleration and valuation provisions shall apply in the event
of a "Change of Control" as defined in this Section 13:
(a) In the event of a "Change of Control" as defined in paragraph (b) of this
Section 13, unless otherwise determined by the Board or the Committee in
writing at or after grant, but prior to the occurrence of such Change of
Control:
(i) any Stock Appreciation Rights and any Stock Options awarded under
the Plan which have been outstanding for at least six months, if not
previously exercisable and vested shall become fully exercisable and
vested;
(ii) with the exception of the six month restriction in Section 8(c)(i),
the restrictions and deferral limitations applicable to any Restricted
Stock award under the Plan shall lapse and such shares and awards shall
be deemed fully vested; and
(iii) the value of all outstanding Stock Options, Stock Appreciation
Rights, Restricted Stock or Performance Awards shall, to the extent
determined by the Board or the Committee at or after grant, be cashed out
on the basis of the "Change of Control Price" (as defined in paragraph (c)
of this Section 13) as of the date the Change of Control occurs, or such
other date as the Board or the Committee may determine prior to the Change
of Control.
(b) For purposes of paragraph (a) of this Section 13, a "Change of Control"
means the happening of any of the following:
(i) when any "person," as such term is used in Section 13(d) and 14(d)
of the Exchange Act (other than Harold Ruttenberg or any affiliate of
Harold Ruttenberg, the Company or a Subsidiary or any Company employee
benefit plan (including its trustee)), is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly
of securities of the Company representing 50.01 percent or more of the
combined voting power of the Company's then outstanding securities;
<PAGE>
(ii) when, during any period of two consecutive years during the existence
of the Plan, the individuals who, at the beginning of such period,
constitute the Board cease, for any reason other than death, to constitute
at least a majority thereof, unless each director who was not a director at
the beginning of such period was elected by, or on the recommendation of,
at least two-thirds of the directors at the beginning of such period; or
(iii) the occurrence of a transaction requiring stockholder approval for
the acquisition of the Company by an entity other than the Company or a
Subsidiary through purchase of assets, or by merger, or otherwise.
(c) For purposes of this Section 13, "Change of Control Price" means the
highest price per share paid in any transaction reported on the Nasdaq Stock
Market or the New York Stock Exchange Composite Tape, whichever then applies to
the Stock, or paid or offered in any transaction related to a potential or
actual Change of Control of the Company at any time during the preceding 60 day
period as determined by the Board or the Committee, except that in the case of
Incentive Stock Options and Stock Appreciation Rights relating to Incentive
Stock Options, such price shall be based only on transactions reported for the
date on which the Board or the Committee decides to cash out such options.
SECTION 14. General Provisions.
(a) All certificates for shares of Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the Board or
the Committee may deem advisable under the rules, regulations, and other
requirements of the Commission, any stock exchange upon which the Stock is then
listed, and any applicable federal or state securities law, and the Board or the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate reference to such restrictions.
(b) Nothing set forth in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan shall
not confer upon any employee of the Company, any Subsidiary or any Affiliate,
any right to continued employment with the Company, a Subsidiary or an
Affiliate, as the case may be, nor shall it interfere in any way with the right
of the Company, a Subsidiary or an Affiliate to terminate the employment of any
of its employees at any time.
(c) Each participant shall, no later than the date as of which the value of
an award first becomes includable in the gross income of the participant for
federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Board or the Committee regarding payment of, any federal,
state, or local taxes of any kind required by law to be withheld with respect to
the award. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements and the Company (and, where applicable, its
Subsidiaries and Affiliates), shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant. A participant may irrevocably elect to have the withholding tax
obligations or, in the case of all awards hereunder except Stock Options which
have related Stock Appreciation Rights, if the Board or the Committee so
determines, any additional tax obligation with respect to any awards
<PAGE>
hereunder satisfied by (a) having the Company withhold shares of Stock otherwise
deliverable to the participant with respect to the award or (b) delivering to
the Company shares of unrestricted Stock.
(d) At the time of grant or purchase, the Board or the Committee may provide
in connection with any grant or purchase made under this Plan that the shares
of Stock received as a result of such grant or purchase shall be subject to a
right of first refusal, pursuant to which the participant shall be required to
offer the Company any shares that the participant wishes to sell, with the
price being the then Fair Market Value of the Stock, subject to provisions of
Section 14 hereof and to such other terms and conditions as the Board or the
Committee may specify at the time of grant.
(e) No member of the Board or the Committee, nor any officer or employee of
the Company acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all members of the Board or the Committee
and each and any officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected by the
Company in respect of any such action, determination or interpretation.
(f) Notwithstanding any provision herein to the contrary, the Board or the
Committee shall not grant or award Non-Conforming Awards (as defined below)
which, in the aggregate, represent in excess of ten percent (10%) of the total
number of shares of Stock reserved and available for distribution under the Plan
(as such number may be amended by the shareholders of the Company from time to
time). As used herein, "Non-Conforming Awards" means (i) Non-Qualified Stock
Options granted pursuant to Section 6 hereof with an option price less than the
Fair Market Value of the Stock on the date of grant; (ii) Stock Options granted
in exchange for the cancellation of previously granted Stock Options including
options granted under other plans applicable to the participant and previously
granted Stock Options having higher option prices, as contemplated by the second
paragraph of Section 11 hereof; (iii) awards of Restricted Stock pursuant to
Section 8 hereof with a Restricted Period (as defined in Section 8(c)(1)) of
less than one year for performance-based awards and three years for tenure-based
awards; and (iv) awards of Restricted Stock with respect to which the Restricted
Period has been accelerated or waived by the Board or the Committee pursuant to
Section 8(c)(1) hereof, except in the event of a Change of Control of the
Company or the retirement, death or Disability of a participant.
SECTION 15. Employee Status.
For purposes of determining questions of termination and exercise of a Stock
Option or Stock Appreciation Right after termination of employment, a leave of
absence for military or government service, illness, temporary disability or
other reasons approved by a duly authorized officer of the Company shall not be
treated as termination or interruption of employment; provided, however, that,
with respect to an Incentive Stock Option, if such leave of absence exceeds 90
days, such Option shall be deemed a Non-Qualified Stock Option unless the
Eligible Employee's right to reemployment with the Company or a Subsidiary
following such leave of absence is guaranteed by statute or by contract.
<PAGE>
SECTION 16. Effective Date of Plan.
The Plan shall be effective on the date it is approved by a majority vote of
the Company's stockholders.
SECTION 17. Term of Plan.
No Stock Option, Stock Appreciation Right, Restricted Stock or Performance
Award shall be granted pursuant to the Plan on or after the tenth anniversary of
the date of stockholder approval, but awards theretofore granted may extend
beyond that date.
<PAGE>
EXHIBIT 23.1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Just For Feet, Inc. and subsidiaries on Form S-8 regarding the Just For Feet,
Inc. 1997 Employee Incentive Plan of our report dated April 23, 1999, appearing
in the Annual Report on Form 10-K of Just For Feet, Inc. for the year ended
January 30, 1999.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
April 27, 1999
<PAGE>
EXHIBIT 24.1
STATE OF GEORGIA
COUNTY OF PAULDING
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Edward S. Croft, III, a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of
March, 1999.
/s/ Edward S. Croft, III
---------------------------------
Edward S. Croft, III
ACKNOWLEDGMENT
--------------
BEFORE me this 5th day of March, 1999, came Edward S. Croft, III,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
/s/ Donna J. Hitchcock
-----------------------------------
NOTARY PUBLIC
State of Georgia
My Commission Expires:
January 29, 2000
-----------------------------------
<PAGE>
EXHIBIT 24.2
STATE OF ALABAMA
COUNTY OF ____________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Michael P. Lazarus, a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of
March, 1999.
/s/ Michael P. Lazarus
----------------------
Michael P. Lazarus
ACKNOWLEDGMENT
--------------
BEFORE me this 18th day of March, 1999, came Michael P. Lazarus, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Janice Dunkling
----------------------
NOTARY PUBLIC
State of Alabama
My Commission Expires:
9/17/2000
----------------------
<PAGE>
EXHIBIT 24.3
STATE OF ALABAMA
COUNTY OF ____________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Bart Starr, Sr., a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of
March, 1999.
/s/ Bart Starr, Sr.
-------------------------------
Bart Starr, Sr.
ACKNOWLEDGMENT
--------------
BEFORE me this 5th day of March, 1999, came Bart Starr, Sr., personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Leigh Anne Harrell
-------------------------------
NOTARY PUBLIC
State of Alabama
My Commission Expires:
9/17/2001
-------------------------------
<PAGE>
EXHIBIT 24.4
STATE OF ALABAMA
COUNTY OF ____________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Randall L. Haines, a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of
March, 1999.
/s/ Randall L. Haines
------------------------------
Randall L. Haines
ACKNOWLEDGMENT
--------------
BEFORE me this 4th day of March, 1999, came Randall L. Haines, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Deborah B. Partridge
------------------------------
NOTARY PUBLIC
State of Alabama
My Commission Expires:
2/28/2000
------------------------------
<PAGE>
EXHIBIT 24.5
STATE OF NEW YORK
COUNTY OF QUEENS
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, David F. Bellet, a Director of JUST
FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of
March, 1999.
/s/ David F. Bellet
--------------------------------
David F. Bellet
ACKNOWLEDGMENT
--------------
BEFORE me this 4th day of March, 1999, came David F. Bellet, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Mavis Davidson
--------------------------------
NOTARY PUBLIC
State of New York
My Commission Expires:
7/25/2000
--------------------------------
<PAGE>
EXHIBIT 24.6
STATE OF MASSACHUSETTS
COUNTY OF PLYMOUTH
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Warren C. Smith, Jr., a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of
March, 1999.
/s/ Warren C. Smith, Jr.
----------------------------------
Warren C. Smith, Jr.
ACKNOWLEDGMENT
--------------
BEFORE me this 4th day of March, 1999, came Warren C. Smith, Jr.,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
/s/ Eileen M. Messlinger
----------------------------------
NOTARY PUBLIC
State of Massachusetts
My Commission Expires:
1/15/03
----------------------------------
