-----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, I7qauHoheTPdw+HGN/Gwbzplb2A5c3Fi3DXZZKdOAEiWsc+VSgmpjikD9hCEiCUB OKdwhvzbvWQ0iqlv6XDxuQ== 0001240151-10-000007.txt : 20100115 0001240151-10-000007.hdr.sgml : 20100115 20100115154130 ACCESSION NUMBER: 0001240151-10-000007 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100108 FILED AS OF DATE: 20100115 DATE AS OF CHANGE: 20100115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Johnson Richard A CENTRAL INDEX KEY: 0001480981 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10299 FILM NUMBER: 10530261 MAIL ADDRESS: STREET 1: FOOT LOCKER, INC. STREET 2: 112 WEST 34TH STREET CITY: NEW YORK STATE: NY ZIP: 10120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FOOT LOCKER INC CENTRAL INDEX KEY: 0000850209 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 133513936 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: FOOT LOCKER INC. STREET 2: 112 WEST 34TH STREET CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 2127204477 MAIL ADDRESS: STREET 1: FOOT LOCKER INC. STREET 2: 112 WEST 34TH STREET CITY: NEW YORK STATE: NY ZIP: 10120 FORMER COMPANY: FORMER CONFORMED NAME: VENATOR GROUP INC DATE OF NAME CHANGE: 19980622 FORMER COMPANY: FORMER CONFORMED NAME: WOOLWORTH CORPORATION DATE OF NAME CHANGE: 19920703 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2010-01-08 0 0000850209 FOOT LOCKER INC FL 0001480981 Johnson Richard A FOOT LOCKER, INC. 112 WEST 34TH STREET NEW YORK NY 10120 0 1 0 0 Pres. & CEO - Foot Locker US Common Stock 100961 D Common Stock 2679.796 I 401(k) Plan Employee stock option (right to buy) 16.02 2003-04-18 2012-04-18 Common Stock 30000 D Employee stock option (right to buy) 10.245 2004-04-16 2013-04-16 Common Stock 30000 D Employee stock option (right to buy) 25.385 2005-04-01 2014-04-01 Common Stock 30000 D Employee stock option (right to buy) 28.155 2006-03-23 2015-03-23 Common Stock 20000 D Employee stock option (right to buy) 23.92 2007-03-22 2016-03-22 Common Stock 20000 D Employee stock option (right to buy) 23.42 2008-03-28 2017-03-28 Common Stock 20000 D Employee stock option (right to buy) 18.80 2008-07-30 2017-07-30 Common Stock 20000 D Employee stock option (right to buy) 11.66 2009-03-26 2018-03-26 Common Stock 10000 D Employee stock option (right to buy) 9.93 2010-03-25 2019-03-25 Common Stock 25000 D Option granted on 4/18/2002 and became exercisable in three equal annual installments, beginning 4/18/2003. Option granted on 4/16/2003 and became exercisable in three equal annual installments, beginning 4/16/2004. Option granted on 4/1/2004 and became exercisable in three equal annual installments, beginning 4/1/2005. Option granted on 3/23/2005 and became exercisable in three equal annual installments, beginning 3/23/2006. Option granted on 3/22/2006 and became exercisable in three equal annual installments, beginning 3/22/2007. Option granted on 3/28/2007 and becomes exercisable in three equal annual installments, beginning 3/28/2008. Option granted on 7/30/2007 and becomes exercisable in three equal annual installments, beginning 7/30/2008. Option granted on 3/26/2008 and becomes exercisable in three equal annual installments, beginning 3/26/2009. Option granted on 3/25/2009 and becomes exercisable in three equal annual installments, beginning 3/25/2010. Sheilagh M. Clarke, Attorney-in-Fact for Richard A Johnson 2010-01-15 EX-24 2 attach_1.htm RICHARD A JOHNSON POWER OF ATTORNEY

POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that, effective as of January 8, 2010, the undersigned hereby constitutes and appoints each of Gary M. Bahler and Sheilagh M. Clarke, signing singly, the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a director and/or executive officer of Foot Locker, Inc. (the Company), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and the New York Stock Exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument.  This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned.  This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney expressly provides that it revokes this Power of Attorney by referring to the date and subject hereof.



The CAUTION TO THE PRINCIPAL and IMPORTANT INFORMATION FOR THE AGENT statements below are required under the New York General Obligations Law.  Notwithstanding anything to the contrary contained therein, this Power of Attorney is limited to the powers granted as described above and DOES NOT grant the attorneys-in-fact and agents the authority to spend the undersigned's money or sell or dispose of the undersigned's property.



CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the principal, you give the person whom you choose (your agent) powers to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar powers.  When your agent exercises these powers, he or she must act according to any instructions you have provided, or, where there are no specific instructions, in your best interest. Important Information for the Agent near the end of this document describes your agent's responsibilities.  Your agent can act on your behalf only after signing the Power of Attorney before a notary public.  You can request information from your agent at any time. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.  Your agent cannot make health care decis
ions for you.  You may execute a Health Care Proxy to do this.  The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15.  This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.  If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.



IMPORTANT INFORMATION FOR THE AGENT:  When you accept the authority granted under this power of attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the power of attorney is terminated or revoked. You must:



(1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest;



(2) avoid conflicts that would impair your ability to act in the principal's best interest;



(3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law;



(4) keep a record of all receipts, payments, and transactions conducted for the principal; and



(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as agent in the following manner: (Principal's Name) by (Your Signature) as Agent.



You may not use the principal's assets to benefit yourself or give gifts to yourself or anyone else unless there is a Statutory Major Gifts Rider attached to this Power of Attorney that specifically gives you that authority. If you have that authority, you must act according to any instructions of the principal, or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed.  If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.



Liability of Agent.  The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.



IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 12th day of January 2010.

/s/ Richard A. Johnson

Richard A. Johnson

STATE OF NEW YORK)

COUNTY OF NEW YORK) ss.:

On the 12th day of January 2010, before me, the undersigned, personally appeared Richard A. Johnson, being personally known to me, and executed the above instrument.

/s/ James H. Schnittger

Notary Public

James H. Schnittger

Notary Public, State of New York

No. 4760366

Qualified in Suffolk County

Certificate Filed in New York County

Commission Expires February 28, 2011

I, Gary M. Bahler, have read the foregoing Power of Attorney.  I am a person identified therein as agent for the principal named therein.  I acknowledge my legal responsibilities to the principal.

/s/ Gary M. Bahler

Gary M. Bahler

STATE OF NEW YORK)

COUNTY OF NEW YORK) ss.:

On the 12th day of January 2010, before me, the undersigned, personally appeared Gary M. Bahler, being personally known to me, and executed the above instrument.

/s/ James H. Schnittger

Notary Public

James H. Schnittger

Notary Public, State of New York

No. 4760366

Qualified in Suffolk County

Certificate Filed in New York County

Commission Expires February 28, 2011



I, Sheilagh M. Clarke, have read the foregoing Power of Attorney.  I am a person identified therein as agent for the principal named therein.  I acknowledge my legal responsibilities to the principal.

/s/ Sheilagh M. Clarke

Sheilagh M. Clarke

STATE OF NEW YORK)

COUNTY OF NEW YORK) ss.:

On the 12th day of January 2010, before me, the undersigned, personally appeared Sheilagh M. Clarke, being personally known to me, and executed the above instrument.

/s/ James H. Schnittger

Notary Public

James H. Schnittger

Notary Public, State of New York

No. 4760366

Qualified in Suffolk County

Certificate Filed in New York County

Commission Expires February 28, 2011







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