Foot Locker (FL)

Item 1.01.    Entry into a Material Definitive Agreement

     On September 29, 2008, Foot Locker, Inc. (the “Company”) entered into an amendment (the “Amendment”) of its Sixth Amended and Restated Credit Agreement dated as of May 16, 2008, to permit the Company’s acquisition from dELiA*s, Inc. of its direct-to-consumers business, CCS, for a cash purchase price of $102 million, subject to customary post-closing adjustments related to inventory.

     A copy of the Amendment is filed as Exhibit 10.1 to this report, and the description of the amendment herein is qualified in its entirety by reference to the Amendment.

Item 9.01.    Financial Statements and Exhibits.

On May 16, 2008, Foot Locker, Inc. (the “Company”) entered into an amended credit agreement with its banks, providing for a $175 million revolving credit facility and extending the maturity date to May 16, 2011 (the “Credit Agreement”). The Credit Agreement also provides for an incremental facility of up to $100 million. Simultaneously with entering into the Credit Agreement, the Company repaid the $88 million that was outstanding on its term loan with the banks, which was scheduled to mature in May 2009.

The Credit Agreement provides that the Company comply with certain financial covenants, including (i) a Fixed Charge Coverage Ratio of 1.25:1 for the 2008 fiscal year, 1.50:1 for the 2009 fiscal year, and 1:75:1 for each year thereafter and (ii) a Minimum Liquidity/Excess Cash Flow covenant, which provides that if at the end of any fiscal quarter Minimum Liquidity is less than $350 million, then Excess Cash Flow for the four consecutive fiscal quarters ended on such date must be at least $25 million. The amount permitted to be paid by the Company as dividends in any fiscal year has been increased to $105 million under the terms of the Credit Agreement. With regard to stock repurchases, the Credit Agreement continues to provide that not more than $50 million in the aggregate may be expended unless the Fixed Charge Coverage Ratio is at least 2.0:1 for the period of four consecutive fiscal quarters most recently ended prior to any stock repurchase. Additionally, the Credit Agreement continues to provide for a security interest in certain of the Company’s intellectual property and certain other non-inventory assets.

A copy of the Credit Agreement is filed as Exhibit 10.1 to this report, and the description of the Credit Agreement herein is qualified in its entirety by reference to such Credit Agreement.

Item 1.01.    Entry into a Material Definitive Agreement

Item 1.01.    Entry into a Material Definitive Agreement

On March 7, 2007, Foot Locker, Inc. (the “Company”) entered into an amendment of its Fifth Amended and Restated Credit Agreement dated as of April 9, 1997 and amended and restated as of May 19, 2004 (the “Credit Agreement”), to provide that the Company may spend up to $300 million to repurchase shares of its capital stock during the term of the Credit Agreement. The Company’s Board of Directors has approved the $300 million share repurchase program, replacing the $150 million repurchase program approved by the Board in February 2006.

A copy of the amendment to the Credit Agreement is filed as Exhibit 10.1 to this report, and the description of the amendment herein is qualified in its entirety by reference to such amendment.

On November 13, 2006, Foot Locker, Inc. (the “Company”) entered into an amendment of its Fifth Amended and Restated Credit Agreement dated as of April 9, 1997 and amended and restated as of May 19, 2004 (the “Credit Agreement”), to increase the limitation on Restricted Payments, as defined in the Credit Agreement, from 35 percent to 50 percent of the consolidated net income from continuing operations of the Company for the then most recently ended fiscal year. A copy of the amendment is filed as Exhibit 10.1 to this report, and the description of the amendment herein is qualified in its entirety by reference to such amendment.

On October 5, 2006 the Company entered into a new employment agreement (the “2006 Employment Agreement”) with Matthew D. Serra as Chairman of the Board, President and Chief Executive Officer, which extends the term of Mr. Serra’s employment with the Company through the end of the Company’s 2009 fiscal year. The 2006 Employment Agreement replaces the employment agreement between the Company and Mr. Serra dated February 9, 2005. A copy of the 2006 Employment Agreement is filed as Exhibit 10.1 to this report, and the description of the 2006 Employment Agreement herein is qualified in its entirety by reference to the text of the 2006 Employment Agreement. The material terms of the 2006 Employment Agreement are as follows:

1.            Under the Employment Agreement, Mr. Serra will continue to serve as Chairman of the Board, President and Chief Executive Officer for a fixed term beginning October 1, 2006 and ending January 30, 2010.

2.            Mr. Serra’s compensation arrangements continue unchanged under the 2006 Employment Agreement. Specifically, Mr. Serra will continue to receive an annual base salary of $1.5 million. In addition, Mr. Serra’s annual bonus at target continues to be 125 percent of his base salary, and his bonus at target under the Long-Term Incentive Compensation Plan (the “LTIP”) for any three-year performance period continues to be 90 percent of his base salary at the beginning of the performance period. Provided that Mr. Serra remains employed by the Company through the end of the contract term, Mr. Serra will be eligible for a pro-rata payout under the LTIP for the 2008-2010 and 2009-2011 performance periods.

3.            The 2006 Employment Agreement substantially retains the provisions of the Employment Agreement dated February 9, 2005 regarding the payment and benefits on termination of employment. Specifically,

(a)          If Mr. Serra’s employment is terminated by the Company without Cause or by him for Good Reason, or if the Company breaches any material provision of his employment agreement that is not corrected and, as a result, Mr. Serra elects to terminate his employment, he would receive (i) his base salary to the end of the contract term, (ii) his annual bonus at target, prorated to his termination date, (iii) his long-term bonus at target for the performance period ending in the year his termination occurred, prorated to his termination date, (iv) outplacement services for a period of one year following his termination date, and (v) all unvested shares of his restricted stock would vest.

(b)          If Mr. Serra’s employment is terminated either by the Company without Cause or by him for Good Reason within two years following the Change in Control, or by him within the 30-day period beginning three months following a Change in Control, he would receive the following payments and benefits, but the minimum amount of cash payments to Mr. Serra may not be less than 1.5 times the sum of his base salary and annual bonus at target: (i) his base salary to the end of the contract term, (ii) his annual bonus at target, prorated to his termination date, (iii) his long-term bonus at target for the performance period ending in the year his termination occurred, prorated to

(i)        In connection with the election of Robert W. McHugh described below in Item 5.02(c)(i), Foot Locker, Inc. (the “Company”) entered into a Senior Executive Employment Agreement with Mr. McHugh effective November 21, 2005, for a term ending December 31, 2006, subject to automatic renewal for additional one-year periods unless notice of non-renewal is provided by the Company. This agreement supersedes the executive employment agreement with Mr. McHugh dated December 22, 1999. The form of senior executive employment agreement is substantially similar to the form of agreement entered into with the other senior vice presidents of the Company that is attached as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2000 filed on April 21, 2000 (the “1999 Form 10-K”).

(ii)        In connection with the election of Giovanna Cipriano described below in Item 5.02(c)(ii), the Company entered into an Executive Employment Agreement with Ms. Cipriano effective November 21, 2005, for a term ending December 31, 2006, subject to automatic renewal for additional one-year periods unless notice of non-renewal is provided by the Company. The form of executive employment agreement is substantially similar to the form of agreement entered into with the other vice presidents of the Company that is attached as Exhibit 10.24 to the Company’s 1999 Form 10-K. The Company also entered into an Indemnification Agreement with Ms. Cipriano in the form entered into with the other corporate officers that is attached as Exhibit 10(g) to the 8-B Registration Statement filed on August 7, 1989, with amendment filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended May 5, 2001 filed on June 13, 2001.