Stock Option Agreement/Incentive Options

EXHIBIT 10.30


STOCK OPTION AGREEMENT
(Incentive Stock Option - 2002 Stock Incentive Plan)


THIS AGREEMENT is made to be effective as of __________, 200__, by and between R. G. Barry Corporation, an Ohio corporation (the "COMPANY"), and ____________________ (the "OPTIONEE").


WITNESSETH:


WHEREAS, pursuant to the provisions of the R. G. Barry Corporation 2002 Stock Incentive Plan (the "PLAN"), the Board of Directors of the COMPANY has appointed a Compensation Committee (the "COMMITTEE") to administer the PLAN and the COMMITTEE has determined that an option to acquire common shares, $1.00 par value (the "COMMON SHARES"), of the COMPANY should be granted to the OPTIONEE upon the terms and conditions set forth in this Agreement;


NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:


1. Grant of OPTION. The COMPANY hereby grants to the OPTIONEE an option (the "OPTION") to purchase __________ COMMON SHARES of the COMPANY (subject to adjustment as provided in Section 3). The OPTION is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE").


2. Terms and Conditions of the OPTION.


(A) OPTION Price. The purchase price (the "OPTION PRICE") to be paid by the OPTIONEE to the COMPANY upon the exercise of the OPTION shall be $_______ per share, subject to adjustment as provided in Section 3.


(B) Exercise of the OPTION. Except as provided under Section 4 hereof, the OPTION may not be exercised until the OPTIONEE shall have completed twelve months of continuous employment with the COMPANY and/or its subsidiaries immediately following the date hereof. Thereafter, except as otherwise provided in this Agreement, the OPTION may be exercised as follows:


(i) at any time after such twelve-month period, as to ________ of the COMMON SHARES subject to the OPTION (subject to adjustment as provided in Section 3);


(ii) at any time after twenty-four months from the date of this Agreement, as to an additional ________ of the COMMON SHARES subject to the OPTION (subject to adjustment as provided in Section 3);


(iii) at any time after thirty-six-months from the date of this Agreement, as to an additional __________ of the COMMON SHARES subject to the OPTION (subject to adjustment as provided in Section 3);


(iv) at any time after forty-eight months from the date of this Agreement, as to an additional __________ of the COMMON SHARES subject to the OPTION (subject to adjustment as provided in Section 3); and


(v) at any time after sixty months from the date of this Agreement, as to the remaining ________ of the COMMON SHARES subject to the OPTION (subject to adjustment as provided in Section 3).


Subject to the other provisions of this Agreement, if the OPTION becomes exercisable as to certain COMMON SHARES, it shall remain exercisable as to those COMMON SHARES until the date of expiration of the OPTION term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this Agreement), accelerate the schedule of the time or times when the OPTION may be exercised.


The grant of the OPTION shall not confer upon the OPTIONEE any right to continue in the employment of the COMPANY or any of its subsidiaries nor limit in any way the right of the COMPANY or any of its subsidiaries to terminate the employment of the OPTIONEE at any time in accordance with applicable law or the COMPANY's or the subsidiary's governing corporate documents.


(C) OPTION Term. The OPTION shall in no event be exercisable after the expiration of ten years from the date of this Agreement.


(D) Method of Exercise. The OPTION may be exercised by giving written notice of exercise to the COMPANY in care of the Treasurer of the COMPANY stating the number of COMMON SHARES subject to the OPTION in respect of which the OPTION is being exercised. Payment for all such COMMON SHARES shall be made to the COMPANY at the time the OPTION is exercised in United States dollars in cash (including check, bank draft or money order). Payment for such COMMON SHARES may also be made (i) by tender of COMMON SHARES of the COMPANY already owned by the OPTIONEE for at least six months (either by actual delivery of the already-owned COMMON SHARES or by attestation) and having a fair market value (based on the closing sale price of the COMMON SHARES as reported on the New York Stock Exchange) on the date of tender equal to the OPTION PRICE, (ii) by a combination of the delivery of cash and the tender of already-owned COMMON SHARES, or (iii) in such other manner as may be permitted by the COMMITTEE, in its sole discretion. After payment in full for the COMMON SHARES purchased under the OPTION has been made, the COMPANY shall take all such actions as are necessary to deliver appropriate share certificates evidencing the COMMON SHARES purchased upon the exercise of the OPTION as promptly thereafter as is reasonably practicable.


(E) Limits on Exercisability. Notwithstanding any other provision of this Agreement, the unexercised portion of the OPTION shall be forfeited by the OPTIONEE if the OPTIONEE, before termination of the OPTIONEE's employment with the COMPANY and


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its subsidiaries or after termination of such employment but while any portion of the OPTION remains exercisable: (i) without the COMMITTEE's written consent, which may be withheld for any reason or for no reason, serves (or agrees to serve) as an officer, director or employee of any proprietorship, partnership or corporation or becomes the owner of a business or a member of a partnership that competes with any portion of the COMPANY's or any subsidiary of the COMPANY's business or renders any service (including business consulting) to any entity that competes with any portion of the COMPANY's or any subsidiary of the COMPANY's business; (ii) refuses or fails to consult with, supply information to, or otherwise cooperate with, the COMPANY or any subsidiary of the COMPANY after having been requested to do so; or (iii) deliberately engages in any action that the COMMITTEE concludes has caused substantial harm to the interests of the COMPANY or ...