IRON AGE HOLDINGS CORP
MANADEMENT INCENTIVE PLAN
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<TYPE>EX-10.66
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<FILENAME>j0082501exv10w66.txt
<DESCRIPTION>MANADEMENT INCENTIVE PLAN
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                                                                EXHIBIT 10.66



                              IRON AGE CORPORATION

                            MANAGEMENT INCENTIVE PLAN

                            CLASS A UNIT CERTIFICATE


                                               Effective Date: November 1, 2002


         Subject to all of the terms and conditions contained herein and in the
Company's 2002 Management Incentive Plan (the "Plan"), the undersigned Iron Age
Corporation, a Delaware corporation (the "Company"), hereby grants to
_____________ (the "Unitholder") ____ Class A Units (each a "Unit") pursuant to
the Plan. Certain capitalized terms are used herein with the specific meanings
set forth in Appendix I hereto. Capitalized terms defined in the Plan and not
otherwise defined herein (including in Appendix I hereto) are used herein
(including in Appendix I hereto) with the meanings so defined.

1. Payment. Payment in respect of a Unit shall be made in accordance with
Section 1 and shall only be made in the event of a Liquidity Event. Upon the
occurrence of a Liquidity Event, each Unit shall equal the right to receive from
the Company, upon presentation of this Unit Certificate to the Company within 90
days after such Liquidity Event, a cash payment (each a "Payment") in the
following amounts:

         (a)      an amount equal to (x) Net Proceeds A multiplied by (y) 0.10%,
                  multiplied by (z) the Vested Percentage for such Unitholder;
                  plus

         (b)      an amount equal to (x) Net Proceeds B multiplied by (y) 0.05%,
                  multiplied by (z) the Vested Percentage for such Unitholder.

         In the event that Net Proceeds includes non-cash consideration, the
Board may decide, in its sole discretion, to pay a percentage of any Payment due
to a Unitholder with such non-cash consideration, such percentage to be equal to
the percentage that non-cash consideration represents of the total consideration
received by the Fenway Shareholders from such Liquidity Event, provided that the
payment of such non-cash consideration to a Unitholder does not violate any
applicable laws and regulations, including federal and state securities laws and
regulations.

2. Vesting.

         (a) Vesting During Employment. While the Unitholder is employed on a
full-time basis by the Company or any of its Subsidiaries, or while the
Unitholder who is a director of the Company is a director, the Units granted
hereunder shall become Vested only as provided in this Section 2. A portion of
the Units shall become Vested on the Initial Vesting Date, the first anniversary
of the Initial Vesting Date and the second anniversary of the Initial Vesting
Date



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(each such date, a "Vesting Date"), provided that the Unitholder is continuously
employed on a full-time basis by the Company or any of its Subsidiaries or
continuously remains a director of the Company, as applicable, in each case from
the Effective Date hereof through the applicable Vesting Date. The portion of
the Units which shall become Vested on each Vesting Date shall equal the product
of (i) the aggregate number of Units granted hereunder multiplied by (ii) 0.333.
The Vested percentage of a Unitholder's Units on any given date shall
hereinafter be referred to as the "Vested Percentage".

         (b) Vesting and Calculation of Net Proceeds After Termination of
Employment. In the event a Unitholder is terminated for Cause, such Unitholder's
Units shall automatically terminate, whether or not any portion of the Units has
Vested.

         In the event a Unitholder who is an employee is terminated without
Cause or resigns, (i) the unvested portion of such Unitholder's Units shall
automatically terminate as of the date of such Unitholder's termination or
resignation (the "Termination Date"), unless otherwise extended in the
discretion of the Board, and (ii) with respect to calculating the Payment, if
any, due in respect of the Vested portion of such Unitholder's Units, Net
Proceeds shall equal (A) the lesser of (1) the EBITDA of the Company for the
twelve-month period ending on the Termination Date or (2) the EBITDA of the
Company for the twelve-month period ending on the date of such Liquidity Event,
divided by (B) the EBITDA of the Company for the twelve-month period ending on
the date of such Liquidity Event, multiplied by (C) Net Proceeds as defined in
Appendix I.

         Notwithstanding anything to the contrary herein, if a Unitholder who is
an employee is terminated without Cause or resigns, and immediately thereafter
becomes a member of the Board, the unvested portion of such Unitholder's Units
shall not automatically terminate but shall continue to be governed by the terms
of this Unit Certificate and the Plan, and such Unitholder shall thereafter be
treated as a Board Unitholder (as defined below).

         (c) Vesting and Calculation of Net Proceeds After Cessation of Board
Service. In the event that a Unitholder who is a member of the Board (a "Board
Unitholder") subsequently ceases to serve on the Board for any reason, whether
by reason of resignation, termination or failure to be re-elected by the
shareholders of the Company or otherwise, (i) the unvested portion of such Board
Unitholder's Units shall automatically terminate as of the date such Board
Unitholder ceases to serve on the Board (the "Board Termination Date"), unless
otherwise extended in the discretion of the Board, and (ii) with respect to
calculating the Payment, if any, due in respect of the Vested portion of such
Board Unitholder's Units, Net Proceeds shall be calculated as provided in
Section 2(b) except that the Termination Date as used in Section 2(b) shall be
deemed to mean the Board Termination Date for purposes of this Section 2(c).

3. Change of Control. In the event there is a consolidation or merger in which
the Company is not the surviving company and which does not constitute a
Liquidity Event and the Unitholder is continuously employed on a full-time basis
by the Company or any of its Subsidiaries or continuously remains a director of
the Company, as applicable, in each case during the period from the Effective
Date hereof until the time of such consolidation or merger, the Board shall use
reasonable efforts to have the surviving or acquiring corporation or other
related entity or affiliate thereof, subject to consummation of such
consolidation or merger, assume all


                                      -2-
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obligations under the Plan or, in the discretion of the Board, provide
replacement benefits, which, in the judgment of the Board are substantially
equivalent to the Units awarded under the Plan.

4. Subsequent Shareholders Stock Sale. In the event of a Shareholders Stock Sale
in which the Fenway Shareholders sell less than 100% of the common stock,
preferred stock and debt of Holdings held by the Fenway Shareholders at the time
of such Liquidity Event, notwithstanding anything to the contrary herein, the
Units granted hereunder shall continue to be governed by the terms of this Unit
Certificate and the Plan (including the terms regarding vesting in Section 2)
until such time as the Fenway Shareholders sell the remainder of the common
stock, preferred stock and debt of Holdings held by the Fenway Shareholders
("Subsequent Shareholders Stock Sale"). In the event of a Subsequent
Shareholders Stock Sale, Payment in respect of each Unit shall be made in
accordance with Section 1; provided, however, that (i) Net Proceeds for such
Subsequent Shareholders Stock Sale shall be calculated as follows: all proceeds
received by the shareholders of Holdings from such Subsequent Shareholders Stock
Sale, minus all transaction expenses, fees and costs; and (ii) the amount
payable under this Unit Certificate upon such Subsequent Shareholders Stock Sale
shall be determined by first adding the Net Proceeds from the initial
Shareholders Stock Sale to the Net Proceeds from the Subsequent Shareholders
Stock Sale to calculate the Payment as set forth in Section 1 and second
subtracting from the Payment the amount of all payments previously distributed
under this Unit Certificate.

5. Amendment and Modification. Any amendment or modification of this Unit
Certificate shall be effective upon notice given by the Company to the
Unitholder, and, by acceptance hereof, the Unitholder hereby consents to all
such amendments and modifications; provided, however, that notwithstanding the
foregoing, the Company shall not amend or modify this Unit Certificate without
the consent of the Unitholder if such change would adversely affect the
Unitholder in a manner that is disproportionate to the effect of such amendment
or modification on similarly situated persons holding Units under the Plan, and
any such amendment or modification shall only be effective upon the consent of
such Unitholder.

6. Miscellaneous. Except as specifically otherwise provided in the Plan, the
Units may not be assigned or transferred by the Unitholder, in whole or in part,
whether by operation of law, upon death or otherwise. This Unit Certificate
shall be governed by and construed in accordance with the internal laws of the
State of Delaware.

                                           IRON AGE CORPORATION


                                           By ________________________________
                                              Name:
                                              Title:


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                     ACCEPTANCE AND AGREEMENT OF UNITHOLDER

         As of the date first above written, the undersigned, as the Unitholder
named in the Unit Certificate, hereby accepts all of the terms set forth in the
Unit Certificate and agrees that all of such terms shall be binding upon the
undersigned and each of the undersigned's heirs, executors, administrators,
estate, successors, assigns and legal representatives.




                                        -----------------------------------
                                        [Name of Unitholder]


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                                                                     Appendix I


                                   DEFINITIONS

         "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlled by, controlling or under common control with
such Person. For purposes of this definition, "control," when used with respect
to any Person, means the power to directly or indirectly direct the management
and policies of such person, whether through the ownership of voting securities,
by contract or otherwise; the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Asset Sale" is defined in the definition of "Liquidity Event" in this
Appendix I.

         "Board" means the Board of Directors of the Company.

         "Board Termination Date" is defined in Section 2(c).

         "Board Unitholder" is defined in Section 2(c).

         "Cause" means the following events or conditions, as determined by the
Board in its reasonable judgment: (i) the conduct of the Unitholder in the
performance of his duties and responsibilities in a manner materially adverse to
Holdings, the Company or any of its Subsidiaries or Holdings' shareholders; (ii)
an undisclosed material conflict of interest or any other material breach by the
Unitholder of any of the provisions of any employment,
nondisclosure/noncompete/inventions or other agreement, if any, between the
Unitholder and Holdings, the Company or any of its Subsidiaries; (iii) fraud,
embezzlement or other material dishonesty with respect to Holdings, the Company
or any of its Subsidiaries or Holdings' shareholders; (iv) conviction of, or
plea of nolo contendre to, any felony or any other crime involving dishonesty or
moral turpitude; or (v) failure to execute a directive of the Unitholder's
superior or the Board (if such directive is consistent with the Unitholder's
position and not in violation of generally accepted moral, ethical or
professional standards); provided, however, that if the Unitholder is party to a
written employment agreement with Holdings, the Company or any of its
Subsidiaries containing a definition of "cause" for termination of employment,
then, with respect to the Unitholder, such alternative definition shall govern
for purposes of this Unit Certificate.

         "Company" is defined in the preamble hereto.

         "Company Stock Sale" is defined in the definition of "Liquidity Event"
in this Appendix I.

         "EBITDA" means, for any period, (i) the consolidated net income of the
Company and its Subsidiaries for such period determined in accordance with
generally accepted accounting principles, plus, (ii) to the extent deducted in
determining consolidated net income for such period, the aggregate amount of (A)
interest expense, (B) income tax expense, (C) depreciation, amortization and
other similar non-cash charges and (D) any extraordinary non-cash loss or other




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non-recurring non-cash loss, in each case as determined by the Board in its sole
discretion, minus, (iii) to the extent added in determining consolidated net
income for such period, any extraordinary non-cash gain or other non-recurring
non-cash gain, in each case as determined by the Board in its sole discretion.

         "Fenway Shareholders" means Fenway Partners Capital Fund L.P., Fenway
Partners Capital Fund II, L.P., FPIP, LLC, and FPIP Trust, LLC.

         "Holdings" means Iron Age Holding Corporation, a Delaware corporation
and the sole shareholder of the Company.

         "Initial Share Value" means, with respect to shares of Series B
Preferred Stock, the "Initial Share Value" of such shares as defined in the
Certificate of Designation, Preferences and Rights of the Series B Preferred
Stock, and with respect to shares of Series C Preferred Stock, the "Initial
Share Value" of such shares as defined in the Certificate of Designation,
Preferences and Rights of the Series C Preferred Stock.

         "Initial Vesting Date" means the later of (i) February 1, 2003 or (ii)
the second anniversary of the date of hire of the Unitholder.

         "Liquidity Event" means a transaction or series of transactions
involving (i) a sale of all or substantially all of the assets of the Company
(an "Asset Sale"); (ii) a sale of all of the common stock of the Company by
Holdings, including by way of merger or in a recapitalization transaction
("Company Stock Sale"); or (iii) a sale of capital stock of Holdings by its
shareholders in which the Fenway Shareholders sell more than 50% of the common
stock, preferred stock and debt of Holdings held by the Fenway Shareholders as
of the Effective Date hereof, including by way of merger or in a
recapitalization transaction ("Shareholders Stock Sale"); provided, however,
that in the event that the Fenway Shareholders receive voting stock of the
surviving or acquiring entity or any of its Subsidiaries or Affiliates (the
"Acquiror") in connection with such sale, such sale shall not qualify as a
Company Stock Sale or Shareholders Stock Sale for purposes of defining a
Liquidity Event unless or until the Fenway Shareholders do not hold a plurality
of the voting stock of the Acquiror.

         "Net Proceeds" means (i) in the event of an Asset Sale, all proceeds
received by the Company from such Liquidity Event, minus the amount of all debt
of Holdings, the Company and its Subsidiaries outstanding as of the date of such
Liquidity Event that is not assumed by the acquiring entity in such Liquidity
Event, minus the Preferred Stock Initial Share Value, minus all transaction
expenses, fees and costs; (ii) in the event of a Company Stock Sale, all
proceeds received by Holdings from such Liquidity Event, minus the amount of all
debt of Holdings outstanding as of the date of such Liquidity Event, minus the
Preferred Stock Initial Share Value, minus all transaction expenses, fees and
costs; or (iii) in the event of a Shareholders Stock Sale, all proceeds received
by the shareholders of Holdings from such Liquidity Event, minus the Preferred
Stock Initial Share Value, minus all transaction expenses, fees and costs;
provided, however, that notwithstanding anything to the contrary contained
herein, in the event that Holdings issues any shares of its capital stock or
other securities ("Additional Securities") after November 1, 2002 to any third
party (including without limitation any existing shareholder or its affiliates)
in connection with (i) any additional capital contributions to Holdings, or (ii)
any



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direct or indirect acquisition by Holdings, the Company or its Subsidiaries
of any business enterprise (whether by merger, consolidation, share exchange,
sale or acquisition of stock or assets or similar transaction), "Net Proceeds"
shall mean "Net Proceeds" as defined in clause (i), (ii) or (iii) above, as
applicable, minus the value of all such Additional Securities as of the date of
issuance, minus the amount of any accrued and unpaid interest or dividends on
such Additional Securities as of the date of the Liquidity Event; provided,
further, however, that in the event a Unitholder is terminated without Cause or
resigns or a Board Unitholder ceases to serve on the Board, "Net Proceeds" shall
be calculated as provided in Section 2(b) or 2(c), as applicable. Any non-cash
consideration received by the shareholders from a Liquidity Event shall be
valued in good faith by the Board.

         "Net Proceeds A" means the lesser of (i) all Net Proceeds, and (ii)
$2,000,000; provided, however, that in no event shall Net Proceeds A be less
than $0.

         "Net Proceeds B" means the lesser of (i) all Net Proceeds minus
$2,000,000, and (ii) an amount equal to the Preferred Stock Initial Share Value
plus the amount of any accrued and unpaid dividends on the Series B Preferred
Stock and the Series C Preferred Stock as of the date of the Liquidity Event
plus $20,000,000 minus $2,000,000; provided, however, that in no event shall Net
Proceeds B be less than $0.

         "Payment" is defined in Section 1.

         "Person" means an individual, partnership, limited liability company,
joint venture, corporation, trust, unincorporated organization or entity,
government, or any department or agency thereof, or any other similar entity.

         "Plan" is defined in the preamble hereto.

         "Preferred Stock Initial Share Value" means the aggregate Initial Share
Value of all outstanding shares of Series B Preferred Stock and Series C
Preferred Stock.

         "Series B Preferred Stock" means the Series B Preferred Stock of
Holdings.

         "Series C Preferred Stock" means the Series C Preferred Stock of
Holdings.

         "Shareholders Stock Sale" is defined in the definition of "Liquidity
Event" in this Appendix I.

         "Subsequent Shareholders Stock Sale" is defined in Section 4.

         "Subsidiary" means any Person of which the Company at the time (i)
shall own, directly or indirectly through a Subsidiary, at least a majority of
the outstanding capital stock (or other shares of beneficial interest) entitled
to vote generally or (ii) shall control the board of directors of such Person.

         "Termination Date" is defined in Section 2(b).

         "Unit" is defined in the preamble hereto.



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         "Unitholder" is defined in the preamble hereto.

         "Vesting Date" is defined in Section 2(a).

         "Vested Percentage" is defined in Section 2(a).


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