-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, InF+8eVYQRym0VvRu3oKUxsVPIdBu3jf5x0Y83jdFvu54JcdeI1kiQYHavWxkbNG /zRiJEKe043BoRqMU8pX0w== 0000931763-99-001402.txt : 19990504 0000931763-99-001402.hdr.sgml : 19990504 ACCESSION NUMBER: 0000931763-99-001402 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19990503 EFFECTIVENESS DATE: 19990503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUST FOR FEET INC CENTRAL INDEX KEY: 0000918111 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 630734234 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77621 FILM NUMBER: 99609266 BUSINESS ADDRESS: STREET 1: 7400 CAHABA VALLEY RD CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 2054083000 MAIL ADDRESS: STREET 1: 7400 CAHABA VALLEY RD CITY: BIRMINGHAM STATE: AL ZIP: 35242 S-8 1 FORM S-8 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 ================================================================================
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 - --------------------------------------------------------------------------------------------------------------- Shares of Common Stock, par value 1,500,000 $12.1875 $18,281,250 $5,082.19 $.0001 per share - ---------------------------------------------------------------------------------------------------------------
(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. ================================================================================ 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. 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 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 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 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.
Signature Title Date - --------- ----- ---- /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.
*By: /s/ Eric L. Tyra ------------------------------ Eric L. Tyra Attorney-in-Fact 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. EX-5.1 2 OPINION OF SMITH, GAMBRELL & RUSSELL, LLP EXHIBIT 5.1 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. 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 EX-10.1.1 3 1997 EMPLOYEE INCENTIVE PLAN, AS AMENDED EXHIBIT 10.1.1 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). 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. 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. 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. 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 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 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. (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 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. 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: (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. 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 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; (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 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. 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. EX-23.1 4 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 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 EX-24.1 5 POWER OF ATTORNEY OF EDWARD S. CROFT III 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 ----------------------------------- EX-24.2 6 POWER OF ATTORNEY OF MICHAEL P. LAZARUS 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 ---------------------- EX-24.3 7 POWER OF ATTORNEY OF BART STARR, SR. 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 ------------------------------- EX-24.4 8 POWER OF ATTORNEY OF RANDALL L. HAINES 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 ------------------------------ EX-24.5 9 POWER OF ATTORNEY OF DAVID F. BELLET 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 -------------------------------- EX-24.6 10 POWER OF ATTORNEY OF WARREN C. SMITH JR. 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 ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----