EXHIBIT 10.25
April 16, 1999
Xx. Xxxx X. Xxxxx
Dear Xxxx:
This letter is to confirm our agreement in connection with your resignation as a
director of The Sports Authority, Inc. (the "Company") and its subsidiaries.
1. The Employment Agreement dated August 29, 1996, between you and the
Company, and the letter agreement dated October 19, 1998 with respect
to your termination of employment with the Company, are hereby
terminated, including the maintenance of an office for you. You shall
have the right to continue the COBRA benefits for you and your spouse
at your sole expense.
2. In settlement of the Company's obligations to you under the Employment
Agreement, the Company agrees to pay you a lump sum of $525,000
simultaneously upon execution of this letter agreement. You agree to
pay all applicable taxes in relation to this settlement.
3. The Company hereby confirms that director and officer insurance
coverage for you with respect to your service as a director or officer
of the Company will remain in force as long as the Company maintains
such coverage for any other person who is currently a director or
officer of the Company.
4. The Compensation Committee of the Board of Directors of the Company has
taken appropriate action to fully vest the 33,375 shares of unvested
restricted common stock granted to you under the 1996 Stock Option and
Restricted Stock Plan and to promptly deliver to you an unrestricted
certificate for all 66,750 shares of restricted common stock granted to
you under such Plan. You agree to deliver a check to the Company for
the amount of tax withholding required, upon delivery of the
certificate.
5. You agree that, until June 30, 2000, you shall not directly or
indirectly become a 10% owner or employee of, or a consultant or
advisor to, any retailer of sporting goods, sporting footwear or
sporting apparel in the United States (unless the classes of products
sold by such retailer constitute less than 20% of the total sales by
the Company in its 1998 fiscal year).
6. The Company irrevocably and unconditionally releases and forever
discharges you and (except with respect to your rights under Article
Seven of the Company's Certificate of Incorporation) you irrevocably
and unconditionally release and forever discharge the Company and its
officers, directors and agents, from all claims, demands, liabilities,
agreements, actions, causes of action, and foreseen and unforeseen
damages, which they have or may have had or may have in the future, or
which you have or may have had or may have in the future, including but
not limited to those claims, demands, liabilities, agreements, actions,
causes of action, and foreseen and unforeseen damages relating in any
way, directly or indirectly or arising from your actions while serving
as Chairman, Chief Executive Officer or Director of the Company or the
actions of the Company, its officers, directors or agents while you
served as Chairman, Chief Executive Officer or a Director.
7. The undersigned are duly authorized to enter into this agreement.
Sincerely,
THE SPORTS AUTHORITY, INC.
By________________________
Xxxxxx X. Xxxxxx
Chief Executive Officer
Agreed to as of April 16, 1999:
__________________________
Xxxx X. Xxxxx
