EXHIBIT 10.1
TERMINATION AGREEMENT
July 14, 1999
Xx. Xxxxxxx X. Xxxxxxxxx
Dear Xxxx:
This letter will confirm our understanding concerning the termination
of your employment with The Sports Authority, Inc. (the "Company").
1. Your employment will terminate effective immediately, by mutual
consent.
2. Your last pay check shall be the one dated July 16, 1999.
Thereafter, the Company will pay to you sixteen (16) bi-weekly severance
payments (the first of which shall be dated July 30, 1999 and the last of which
shall be dated February 18, 2000) equal to your current bi-weekly base salary,
plus a final payment of $12,692.31 on March 3, 2000. In addition, the Company
shall promptly pay your accrued vacation pay and shall promptly reimburse you
for all reasonable business expenses incurred on the Company's behalf prior to
the date hereof, and you shall promptly reimburse the Company for any payments
made by it for your temporary living expenses in South Florida after June 1,
1999. All payments hereunder shall be subject to applicable withholding and
deductions.
3. The payments provided hereunder shall constitute the exclusive
payments due you from, and the exclusive obligation of, the Company upon the
termination of your employment. You shall not be required to mitigate the amount
of any payment or benefit provided for in this agreement by seeking other
employment or otherwise, nor shall the amount of any payment or benefit provided
for herein be reduced by any compensation earned by other employment or
otherwise. The payments hereunder may not be transferred, assigned or encumbered
in any manner, either voluntarily or involuntarily. In the event of your death,
any payments then or thereafter due hereunder will be made to your estate.
4. In consideration of the obligations of the Company hereunder, you
agree that you shall not, for a period of one year from the date hereof, (a)
directly or indirectly become an employee, director, consultant or advisor of,
or otherwise affiliated with, any retailer of sporting goods, footwear or
apparel with retail outlets in the United States (unless the classes of products
sold by such retailer constitute less than 10% of the total sales by the Company
and its licensees in the United States during the Company's 1998 fiscal year),
(b) directly or indirectly solicit or hire, or encourage the solicitation or
1
hiring of, any person who was an employee of the Company at any time on or after
the date of this agreement (unless more than six months shall have elapsed
between the last day of such person's employment by the Company and the first
date of such solicitation or hiring), (c) disparage the name, business
reputation or business practices of the Company or any of its officers or
directors, or interfere with the Company's existing or prospective business
relationships, or (d) without the written consent of the Chief Executive Officer
of the Company, disclose to any person other than as required by law or court
order, any confidential information obtained by you while in the employ of the
Company, provided, however, that confidential information shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by you) or any specific information or type of
information generally not considered confidential by persons engaged in the same
business as the Company, or information disclosed by the Company by any member
of its Board of Directors or any other officer thereof to a third party without
restrictions on the disclosure of such information.
You acknowledge that these restrictions are reasonable and necessary to
protect the Company's legitimate interests, that the Company would not have
entered into this agreement in the absence of such restrictions, and that any
violation of these restrictions will result in irreparable harm to the Company.
You agree that the Company shall be entitled to preliminary and permanent
injunctive relief, without the necessity of proving actual damages, as well as
an equitable accounting of all earnings, profits and other benefits arising from
any violation hereof, which rights shall be cumulative and in addition to any
other rights or remedies to which the Company may be entitled. You irrevocably
and unconditionally (i) agree that any legal proceeding arising out of this
paragraph may be brought in the United States District Court for the Southern
District of Florida, or if such court does not have jurisdiction or will not
accept jurisdiction, in any court of general jurisdiction in Broward County,
Florida, (ii) consent to the non-exclusive jurisdiction of such court in any
such proceeding, and (iii) waive any objection to the laying of venue of any
such proceeding in any such court. You also irrevocably and unconditionally
consent to the service of any process, pleadings, notices or other papers.
5. You irrevocably and unconditionally release the Company, its
predecessors, successors, and assigns, as well as past and present officers,
directors, and employees, from any and all claims, liabilities, or promises
outside of this agreement, known or unknown, arising out of or relating to your
employment with the Company. You waive these claims on behalf of yourself and on
behalf of your heirs, assigns, and anyone making a claim through you. The claims
waived and discharged include, but are not limited to: (a) employment
discrimination claims (including claims of sex discrimination and/or sexual
harassment) and retaliation under Title VII of the Civil Rights Act of 1964; (b)
age discrimination claims under the Age Discrimination in Employment Act; (c)
State of Florida and County of Broward equal employment opportunity act claims;
(d) disputed wages, including claims for any back wages; (e) wrongful discharge
and/or breach of contract claims; and (f) tort claims, including invasion of
privacy, defamation, fraud, and infliction of emotional distress. You will not
bring any legal action against the Company, its predecessors, successors and
assigns, as well as past and present officers, directors, and employees for any
claim waived and you represent and warrant that you have not filed any such
claim to date.
2
6. You represent that you understand completely your right to review
all aspects of this agreement with an attorney of your choice, have had the
opportunity to consult with an attorney of your choice, have carefully read and
fully understand all the provisions of this agreement and that you are freely,
knowingly, and voluntarily entering into this agreement and the release
contained herein.
7. You acknowledge that you have been informed of the following rights
available to you under Age Discrimination in Employment Act (ADEA):
(a) You have the right to consult with an attorney before signing this
Agreement;
(b) You do not waive rights or claims under ADEA that might arise after
the date this waiver is executed;
(c) You have twenty-one (21) days from the date you receive this
agreement to consider this agreement;
(d) You have seven days after signing this agreement to revoke it.
8. This agreement shall be governed by and interpreted under the laws
of the State of Florida without giving effect to any conflict of laws
provisions.
9. This agreement sets forth the entire understanding with respect to
the subject matter hereof and supersedes all prior agreements, written or oral
or express or implied, between you and the Company as to such subject matter.
This agreement may not be amended, nor may any provision hereof be modified or
waived, except by an instrument in writing duly signed by you and the Company.
10. If any provision of this agreement, or any application thereof to
any circumstances, is invalid, in whole or in part, such provision or
application shall to that extent be severable and shall not affect other
provisions or applications of this agreement.
Please indicate your agreement by signing below and retain one copy for
you records.
Sincerely,
THE SPORTS AUTHORITY, INC.
By:
------------------------
Witness: Agreed:
----------------------------- -----------------------------
Date: ____________, 1999 Date: ____________, 1999
3
