Foot Locker (FL)

As previously reported by Foot Locker, Inc. (the “Company”) in its Form 8-K dated

June 24, 2009 filed with the SEC on June 26, 2009, Matthew D. Serra has resigned from his position as President and Chief Executive Officer of the Company, effective August 17, 2009 upon Ken C. Hicks’s commencement of employment as President and Chief Executive Officer of the Company on such date. Mr. Serra remains an employee, a director and Chairman of the Board until his planned retirement at the expiration of the term of his employment agreement on January 30, 2010.

     (e) On June 30, 2009, the Company entered into a new employment agreement (the “2009 Agreement”) with Ronald J. Halls, as President and Chief Executive Officer of Foot Locker, Inc. – International, effective July 1, 2009. A copy of Mr. Halls’s employment agreement is attached hereto as Exhibit 10.1, and the description of the employment agreement herein is qualified in its entirety by reference to the agreement.

               (i) Under the 2009 Agreement, the term of Mr. Halls’s employment was extended to June 30, 2011. The term will automatically be extended for additional one-year terms unless either party provides notice of non-renewal by October 31, 2010 for the initial term and by October 31 of any year thereafter with regard to renewal terms. Mr. Halls will receive a base salary of not less than $750,000 annually.

               (ii) During the employment term, Mr. Halls will be entitled to participate in all bonus, incentive and equity plans maintained by the Company for senior executives, and he will be eligible to participate in all employee benefit plans and arrangements in effect on July 1, 2009 and any benefit plan or arrangement made available in the future to comparably situated executives.

               (iii) Within 30 days of July 1, 2009, Mr. Halls will be granted (i) 50,000 shares of restricted stock, which shall vest 25,000 shares on June 30, 2010 and 25,000 shares on June 30, 2011, subject to Mr. Halls’s continued employment and (ii) an option to purchase 50,000 shares of the Company’s common stock at the fair market value on the date of grant, such option to vest in two equal annual installments on June 30, 2010 and June 30, 2011, subject to Mr. Halls’s continued employment.

               (iv) If the Company terminates Mr. Halls’s employment for death, disability or Cause, the Company would have no further liability or obligation to him except to pay his base salary through the termination date, and he would receive the benefits, if any, and have the same rights afforded by the Company under its then-existing policies to employees who are terminated for death, disability or cause or under the specific terms of any benefit plan. If Mr. Halls’s employment is terminated by the Company Without Cause or if he terminates his employment for Good Reason, then the Company would pay a Severance Benefit to Mr. Halls’s in an amount not less than 52 weeks’ salary. Following a Change in Control, if Mr. Halls’s employment is terminated by the Company Without Cause or by him for Good Reason, the minimum Severance Benefit payable to him would be three times his annual salary.

               (v) Mr. Halls’s agreement provides that he may not compete with the Company or solicit the Company’s employees for two years following the termination of his employment agreement.

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     On June 25, 2009, Foot Locker, Inc. (the “Company”) issued a press release concerning succession for the position of its Chief Executive Officer and announced the events described below. A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.

     1.      (a) Matthew D. Serra, Chairman of the Board, President and Chief Executive Officer of the Company, will resign from his position as President and Chief Executive Officer, effective August 17, 2009. Mr. Serra will remain an employee, a director, and the Chairman of the Board until his planned retirement at the expiration of the term of his employment agreement on January 30, 2010. Mr. Serra will resign as Chairman of the Board and as a director of the Company upon his retirement on January 30, 2010.

               (b) On June 25, 2009, the Company entered into an amendment, effective August 17, 2009, to Mr. Serra’s Employment Agreement to provide that Mr. Serra will serve as Chairman of the Board of the Company through the end of the employment term on January 30, 2010. Except as amended, the other provisions of Mr. Serra’s Employment Agreement remain unchanged. A copy of the amendment to Mr. Serra’s Employment Agreement is attached hereto as Exhibit 10.1, and the description of the amendment herein is qualified in its entirety by reference to the amendment.

     2.      On June 24, 2009, the Board of Directors elected Ken C. Hicks as President and Chief Executive Officer of the Company, effective August 17, 2009. Mr. Hicks, age 56, has been President and Chief Merchandising Officer of J.C. Penney Company, Inc. (“JC Penney”) since 2005. He was President and Chief Operating Officer of Stores and Merchandise Operations of JC Penney from 2002 through 2004, and he served as President of Payless ShoeSource, Inc. from 1999 to 2002. Mr. Hicks is a director of JC Penney until July 6, 2009 and a director of Avery Dennison Corporation. There are no family relationships between Mr. Hicks and any director or executive officer of the Company. Mr. Hicks has not had any transaction with the Company that would be required to be disclosed under Item 404(a) of SEC Regulation S-K.

     3.      (a) On June 25, 2009, the Company entered into an employment agreement with Ken C. Hicks, as President and Chief Executive Officer of the Company, effective August 17, 2009. A copy of Mr. Hicks’s employment agreement is attached hereto as Exhibit 10.2, and the description of the employment agreement herein is qualified in its entirety by reference to the agreement.

               (b) Mr. Hicks’s employment agreement is for a term commencing August 17, 2009 through January 31, 2013. The term will automatically be extended for additional one-year terms unless either party provides notice of non-renewal by January 31, 2012 for the initial term and by January 31 of any year thereafter with regard to

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(e) (i) On December 12, 2008, Foot Locker, Inc. (the “Company”) entered into an amended employment agreement with Matthew D. Serra, as Chairman of the Board, President and Chief Executive Officer. The Company amended Mr. Serra’s employment agreement to comply with Sections 409A of the Internal Revenue Code. A copy of the amended employment agreement is attached hereto as Exhibit 10.1, which is incorporated herein in its entirety.

      (ii) In addition, on December 12, 2008, the Company entered into a new employment agreement with each of Ronald J. Halls, as President and Chief Executive Officer of Foot Locker, Inc. – International, Gary M. Bahler, Senior Vice President, General Counsel and Secretary, and Robert W. McHugh, Senior Vice President and Chief Financial Officer, in the form attached hereto as Exhibit 10.2, which is incorporated herein in its entirety. The new agreements are for terms expiring January 31, 2010. The agreements will automatically renew for additional one-year periods unless notice of non-renewal is provided by the Company three months prior to the end of the applicable term. The new agreements also include other changes made to comply with Sections 409A and 162(m) of the Internal Revenue Code.

     (A) At its meeting on November 19, 2008, the Board of Directors of Foot Locker, Inc. (the “Company”) approved amendments to Article I, Section 13 and Article II, Section 2 of the Company’s By-Laws, which amendments are effective immediately. A copy of the By-laws, as amended, is attached hereto as Exhibit 3.1, which in its entirety is incorporated herein by reference. The following is a description of the amendments:

          (1) Article I, Section 13 of the By-Laws has been amended to (i) explicitly provide that this section shall be the exclusive means for shareholders to submit other business before an annual meeting of shareholders (other than nominations for directors, which are discussed in paragraph (2) below, and shareholder proposals properly brought under Rule 14a-8 of the Securities Exchange Act of 1934, as amended); (ii) require disclosure regarding the name and record address of the shareholder proposing such business and the beneficial owner, if any, of the shares of Company’s securities; and (iii) expand the required disclosure regarding the shareholder making such proposal and any beneficial owner to include, among other things, Derivative Instruments and rights to vote any shares of the Company’s securities.

          (2) Article II, Section 2 of the By-Laws has been amended to (i) explicitly provide that only persons who are nominated in accordance with this section shall be eligible for election as directors of the Company at a meeting of shareholders; (ii) expand the required disclosure with regard to proposed nominees for directors submitted by shareholders to include, among other things, the number of shares owned by such person in the Company, the name of each nominee holder of shares, if any, and whether any Derivative Instruments have been entered into by or on behalf of the proposed director nominee; and (iii) expand the required disclosure with regard to the shareholder proposing the nominee for director to include, among other things, any Derivative Instruments and a description of all agreements and arrangements between the shareholder proposing the nominee for director, the beneficial owner, if any, and each proposed nominee pursuant to which the nomination is to be made by such shareholder.

          (3) The By-Laws continue to provide that a shareholder who wishes to submit a proposal under the advance notice by-laws specified in Article 1, Section 13, and Article II, Section 2, must provide notice to the Company not less than 90 days or more than 120 days before the first anniversary of the prior year’s annual meeting date.

      (B) At its meeting on November 19, 2008, the Board of Directors also approved, subject to shareholder approval, an amendment to Article II, Section 1 of the By-Laws, which would set the range of directors at between 7 to 13, a reduction from the current range of 9 to 17, with the exact number within the range to be determined by the entire Board of Directors from time to time. The Company intends to propose this by-law amendment for approval by shareholders at the Company’s 2009 annual meeting of shareholders. Accordingly, no amendment to Article II, Section 1 of the By-Laws is effective until approved by shareholders.

Item 8.01

     (b) On September 30, 2008, Foot Locker, Inc. (the “Company”), notified Richard T. Mina, President and Chief Executive Officer, Foot Locker, Inc.-U.S.A., that pursuant to the provisions of Section 7(e) of the Employment Agreement between Mr. Mina and the Company dated April 23, 2008, the Company was terminating his employment as of October 31, 2008. The Company has requested that Mr. Mina resign from his position as President and Chief Executive Officer, Foot Locker, Inc. – U.S.A., and from all other positions he holds as an officer or director of the Company or any of its subsidiaries, effective September 30, 2008.

Item 8.01

      (e) At the annual shareholders’ meeting of Foot Locker, Inc. (the “Company”) held on May 21, 2008, shareholders approved the Annual Incentive Compensation Plan, as Amended and Restated (the “Plan”). A summary of the terms and conditions of the Plan may be found on Pages 57 - 58 of the Company’s definitive proxy statement in connection with the 2008 annual meeting of shareholders (the “2008 Proxy Statement”), which was filed with the Securities and Exchange Commission (“SEC”) on April 10, 2008, and such summary is incorporated herein by reference. A copy of the Plan was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 26, 2008, which was filed with the SEC on April 1, 2008 and is incorporated herein by reference.

          (e) On April 23, 2008, Foot Locker, Inc. (the “Company”) entered into a new employment agreement with each of Richard T. Mina, as President and Chief Executive Officer of Foot Locker, Inc. – U.S.A., and Ronald J. Halls, as President and Chief Executive Officer of Foot Locker, Inc. – International, in the form attached hereto as Exhibit 10.1, which is incorporated herein in its entirety. The new agreements extend the terms of the executives’ employment through January 30, 2010. The agreements will automatically renew for additional one-year periods unless notice of non-renewal is provided by the Company three months prior to the end of the applicable term. The new agreements also include other changes made to comply with Sections 409A and 162(m) of the Internal Revenue Code.

     On February 16, 2008, Christopher A. Sinclair, a member of the Board of Directors of Foot Locker, Inc. (the “Company”), advised the Company that he will not be standing for election as a director at the Company’s 2008 Annual Meeting of Shareholders, so that his tenure as a director will end at this annual meeting, which is currently scheduled to be held on May 21, 2008.

     At its meeting on August 13, 2007, the Board of Directors of the Company approved amendments to the Foot Locker Supplemental Executive Retirement Plan (the “SERP”). The SERP is an unfunded, nonqualified benefit plan providing for payment of supplemental retirement, death, and disability benefits to certain executive officers of the Company and certain other key employees of the Company and its subsidiaries. The principal amendments to the SERP include:

          • making certain technical changes to bring the SERP into documentary compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the final rules and regulations thereunder; and

           • providing for continued medical and dental insurance benefits if a participant is entitled to payment of an Award under the SERP following termination of employment.

     A copy of the SERP, as amended and restated, is attached hereto as Exhibit 10.1 which, in its entirety, is incorporated herein by reference.

     At its meeting on August 13, 2007, the Board of Directors of the Company approved an amendment to Article VI, Section 1 of the By-laws to provide that the shares of the corporation shall be represented by certificates or shall be uncertificated shares. A copy of the By-laws, as amended, is attached hereto as Exhibit 3.1, which in its entirety is incorporated herein by reference.

(b)          In accordance with the retirement policy for directors of Foot Locker, Inc. (the “Company”), Purdy Crawford and Philip H. Geier Jr. resigned as directors of the Company effective at the close of the annual meeting of shareholders held on May 30, 2007. Copies of Mr. Crawford’s and Mr. Geier’s resignation letters are attached hereto as Exhibits 99.1 and 99.2, respectively.

(e)          At the annual shareholders’ meeting of the Company held on May 30, 2007, the Company’s shareholders approved the Company’s 2007 Stock Incentive Plan (the “Plan”). A summary of the terms and conditions of the Plan may be found on pages 47 – 52 of the Company’s definitive proxy statement in connection with its 2007 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on April 17, 2007, and such summary is hereby incorporated by reference. A copy of the Plan is filed as Exhibit 10.1 to this report and is hereby incorporated by reference.