Foot Locker (FL)

(1)

Annual Bonus Awards

Amounts shown reflect the payment levels at threshold, target, and maximum performance for the 2008 fiscal year under the Company’s Annual Bonus Plan and reflect the potential amounts that would be paid at the end of the period if the applicable performance goals were achieved. The estimated bonus payouts under the Annual Bonus Plan are based on a percentage of the executive’s base salary. For Mr. Serra, the threshold, target, and maximum amounts represent 31.25 percent, 125 percent, and 200 percent, respectively, of his annual base salary. For the other named executive officers shown in the table, the threshold, target, and maximum amounts represent 18.75 percent, 75 percent, and 131.25 percent, respectively, of each executive’s annual base salary. Amounts actually paid to the named executives under this plan for 2008 are shown in the Summary Compensation Table on Page 32. Although Mr. Mina participated in the Annual Bonus Plan in 2008, he was not eligible to receive a payment under the plan because his employment terminated prior to the completion of the plan year.

(2)

Long-Term Bonus Awards

Amounts shown reflect the estimated payment levels at threshold, target, and maximum performance for the three-year performance period of 2008-2010 under the Company’s Long-Term Bonus Plan and reflect the potential amounts that would be paid at the end of the performance period if the applicable performance goals are achieved. For each executive, the amounts shown under threshold, target, and maximum represent 22.5 percent, 90 percent, and 180 percent, respectively, of each executive’s annual base salary as of May 1 in the first year of the performance period. No amounts are paid to the executives under the Long-Term Bonus Plan unless the performance goals for the three-year performance period are achieved. Although Mr. Mina participated in the Long-Term Bonus Plan, his award for the 2008-2010 performance period was cancelled upon the termination of his employment.

(3)

Restricted Stock Awards

Amounts shown in the table under column (i) represent the number of shares of restricted stock awarded to the executive on the grant date. The restricted stock awards were granted under the 2007 Stock Incentive Plan. The shares of restricted stock granted to Mr. Serra in 2008 will vest on January 30, 2010 and the shares awarded on this date to the other executives will vest on March 26, 2011, provided that the executives remain employed by the Company from the date of grant through the applicable vesting dates of the awards. The executives have the right to receive all regular cash dividends payable after the date of grant to all record holders of our Common Stock. The grant date fair value of the restricted stock awards shown in column (l) includes expected dividend payments on the shares. Mr. Mina forfeited 90,000 shares of unvested restricted stock in connection with the termination of his employment in October 2008.

(4)

Stock Option Grants

The amounts in column (j) reflect the number of stock options granted in 2008 under the Company’s stock option and award plans. The stock options were granted under the 2007 Stock Incentive Plan. The exercise price reflected in column (k) is equal to the closing price of a share of the Company’s Common Stock on the grant date. In general, no portion of any stock option may be exercised until the first anniversary of its date of grant. For Mr. Serra, the options granted in 2008 vest in two installments, on March 26, 2009 and on January 30, 2010. The options granted in 2008 to the other named executive officers become exercisable in three installments, beginning on the first annual anniversary of the date of grant.

Vested options may be exercised for ten years following the date of grant, unless the option is cancelled or exercised sooner than this. If the executive retires, becomes disabled, or dies while employed by the Company or one of its subsidiaries, all unexercised options that are then exercisable, plus those options that would have become exercisable on the next anniversary of the grant date, will remain (or become) exercisable as of that date. Moreover, upon the occurrence of a Change in Control, all outstanding options will become immediately exercisable as of that date. In general, options may remain exercisable for up to three years following a participant’s retirement or termination due to disability, and for up to one year for any other termination of employment for reasons other than cause.

(5)

Grant Date Fair Value

The amounts shown in column (l) reflect the grant date fair value of the full restricted stock and stock option awards granted in 2008, calculated in accordance with FAS 123R. As provided under the SEC’s rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions and include expected dividend payments on shares of restricted stock at the same rate as paid on our shares of Common Stock. For option awards, that number is calculated by multiplying the Black-Scholes value by the number of options granted. The Black-Scholes value for the options granted in 2008 to Matthew Serra was $2.41, and the Black-Scholes value for the options granted in 2008 to the other named executive officers was $2.47. For information on the valuation assumptions with respect to the 2008 grants, please refer to Note 25 of the Company’s financial statements in our Form 10-K for the 2008 fiscal year as filed with the SEC.

For restricted stock awards, the fair value is calculated by multiplying the closing price of our Common Stock on The New York Stock Exchange on the award date by the number of shares granted. The closing price of our Common Stock on the date of grant was $11.66.

(1)

Annual Bonus Awards

Amounts shown reflect the payment levels at threshold, target, and maximum performance for the 2007 fiscal year under the Company’s Annual Bonus Plan and reflect the potential amounts that would be paid at the end of the period if the applicable performance goals were achieved. The estimated bonus payouts under the Annual Bonus Plan are based on a percentage of the executive’s base salary. For Mr. Serra, the threshold, target, and maximum amounts represent 31.25 percent, 125 percent, and 200 percent, respectively, of his annual base salary. For Messrs. McHugh, Mina, Halls, and Bahler, the threshold, target, and maximum amounts represent 18.75 percent, 75 percent, and 131.25 percent, respectively, of each executive’s annual base salary. No payments were made to the executives under the Annual Bonus Plan for 2007 because the performance goals were not achieved.

(2)

Long-Term Bonus Awards

Amounts shown reflect the estimated payment levels at threshold, target, and maximum performance for the three-year performance period of 2007-2009 under the Company’s Long-Term Bonus Plan and reflect the potential amounts that would be paid at the end of the performance period if the applicable performance goals are achieved. For each executive, the amounts shown under threshold, target, and maximum represent 22.5 percent, 90 percent, and 180 percent, respectively, of each executive’s annual base salary as of May 1 in the first year of the performance period. No amounts are paid to the executives under the Long-Term Bonus Plan unless the performance goals for the three-year performance period are achieved.

(3)

Restricted Stock Awards

Amounts shown in the table under column (i) represent the number of shares of restricted stock awarded to the executive on the grant date. Mr. Serra’s restricted stock was granted under the 2003 Stock Option and Award Plan, and the restricted stock awards for the other executives were granted under the 1998 Stock Option and Award Plan. The shares of restricted stock granted to Mr.

Serra in 2007 will vest on January 30, 2010 and the shares awarded on this date to the other executives will vest on March 15, 2010, provided that the executives remain employed by the Company from the date of grant through the applicable vesting dates of the awards. The executives have the right to receive all regular cash dividends payable after the date of grant to all record holders of our Common Stock. The grant date fair value of the restricted stock awards shown in column (m) includes expected dividend payments on the shares.

(4)

Stock Option Grants

The amounts in column (j) reflect the number of stock options granted in 2007 under the Company’s stock option and award plans. Mr. Serra’s stock option award was granted under the 2003 Stock Option and Award Plan, and the stock options for the other executives were granted under the 1998 Stock Option and Award Plan. The exercise price reflected in column (k) is equal to the fair market value of a share of the Company’s Common Stock on the grant date. The exercise price was calculated under the terms of the applicable option and award plans by averaging the high and low prices of a share of our Common Stock on the grant date. In general, no portion of any stock option may be exercised until the first anniversary of its date of grant. The options granted in 2007 become exercisable in three installments, beginning on the first annual anniversary of the date of grant.

Vested options may be exercised for ten years following the date of grant, unless the option is cancelled or exercised sooner than this. If the executive retires, becomes disabled, or dies while employed by the Company or one of its subsidiaries, all unexercised options that are then exercisable, plus those options that would have become exercisable on the next anniversary of the grant date, will remain (or become) exercisable as of that date. Moreover, upon the occurrence of a Change in Control, all outstanding options will become immediately exercisable as of that date. In general, options may remain exercisable for up to three years following a participant’s retirement or termination due to disability, and for up to one year for any other termination of employment for reasons other than cause.

(5)

As stated in Note 4 above, the exercise price reflected in column (k) is equal to the fair market value of a share of the Company’s Common Stock on the grant date, and was calculated under the terms of the applicable option and award plans by averaging the high and low prices of a share of our Common Stock on the grant date. The price stated in column (l) is the closing price of a share of the Company’s stock on the date of grant.

(6)

Grant Date Fair Value

The amounts shown in column (m) reflect the grant date fair value of the full restricted stock and stock option awards granted in 2007, calculated in accordance with FAS 123R. As provided under the SEC’s rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions and include expected dividend payments on shares of restricted stock at the same rate as paid on our shares of Common Stock. For option awards, that number is calculated by multiplying the Black-Scholes value by the number of options granted. The Black-Scholes value for the options granted in 2007 to the named executives was $5.61. For information on the valuation assumptions with respect to the 2007 grants, please refer to Note 23 of the Company’s financial statements in our Form 10-K for the 2007 fiscal year as filed with the SEC.

For restricted stock awards, the fair value is calculated by multiplying the average of the high and low prices of our Common Stock on The New York Stock Exchange on the award date by the number of shares granted. The average of the high and low prices of our Common Stock on the date of grant was $23.42.