DEBTORS. :
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ORDER PURSUANT TO SECTIONS 363(b), 365(a) AND 105(a)
OF THE BANKRUPTCY CODE AUTHORIZING THE
DEBTORS TO (i) ASSUME AN EXECUTIVE EMPLOYMENT AGREEMENT,
AND (ii) ESTABLISH A RETENTION PLAN FOR KEY EMPLOYEES
Upon the motion, dated April 20, 2004 (the "Motion"), of Footstar, Inc. and its affiliated debtors in the above-
referenced chapter 11 cases, as debtors and debtors in possession (collectively, the "Debtors"), for an order
pursuant to sections 363(b), 365(a) and 105(a) of title 11 of the United States Code (the "Bankruptcy Code"),
authorizing the Debtors to (i) assume that certain Employment Agreement, dated March 1, 2004, between
Footstar, Inc. and Dale W. Hilpert as President and Chief Executive Officer of Footstar, Inc. (the "Hilpert
Employment Agreement"), and (ii) establish a retention plan for key employees (the "Retention Plan"), as more
fully set forth in the Motion; and the Court having subject matter jurisdiction to consider the Motion and the relief
requested therein pursuant to 28 U.S.C. Section 1334 and the Standing Order of Referral of Cases to
Bankruptcy Court Judges of the District Court for the Southern District of New York, dated July 19, 1984
(Ward, Acting C.J.); and consideration of the Motion and the relief requested therein being a core proceeding
pursuant to 28 U.S.C. Section 157(b); and venue being proper before this Court pursuant to 28 U.S.C. Sections
1408 and 1409; and due and proper notice of the Motion having been provided, and no other or further notice
need be provided; and the relief requested in the Motion being in the best interests of the Debtors and their
estates and creditors;
1
EXHIBIT 10.5A
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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IN RE :
: CHAPTER 11 CASE NO.
FOOTSTAR, INC., ET AL.,