AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT
THIS AMENDMENT TO STOCK OPTION AGREEMENT (this "Amendment"),
dated to be effective as of January 14, 1998, is by and between Xxxxxxxx
X. Xxxxxxx ("Babilla") and Sport Supply Group, Inc. ("SSG").
WHEREAS, SSG granted Babilla options to acquire an aggregate of
100,000 shares of SSG's Common Stock (collectively referred to herein as
the "Options").
WHEREAS, in order to induce Babilla to enter into a new employment
agreement with SSG, on January 14, 1998, the Stock Option Committee
determined that it would be in the Company's best interests to amend the
Options to provide that, in the event of a Change in Control (as defined
in the Stock Option Agreement governing the Options), Babilla could
surrender the Options to SSG for cancellation in exchange for an amount
in cash equal to the difference between the exercise price per share
under the Options and the highest closing sale price per share of SSG's
Common Stock during the 360 day calendar period prior to Babilla's
election to surrender the Option;
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Subject to the terms and provisions of this Amendment, the
Stock Option Agreement governing the Options is hereby amended to
include the following language:
"Notwithstanding the provisions set forth herein, the Optionee
may elect for a period of 180 days following a Change in Control to
surrender to the Company for cancellation all or any part of the
unexercised portion of the Option. In consideration of such surrender
and cancellation, the Optionee shall be entitled to receive for each
share of Common Stock as to which the surrendered portion of the Option
relates an amount in cash equal to the difference between the Option
Price per share under the Option and the highest closing sales price per
share (as reported on the principal stock exchange on which the Common
Stock is traded) of Common Stock during the 360 calendar day period
prior to Optionee's election pursuant to this paragraph."
2. This Amendment and the Stock Option Agreement governing the
Options between Babilla and the Company constitute the entire agreement
between the parties pertaining to the subject matter contained herein
and therein and supersede all prior and contemporaneous agreements,
representations and understandings of the parties. No supplement,
modification or amendment of this Amendment shall be binding unless
signed by the party to be charged therewith.
IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of January 14, 1998.
SPORT SUPPLY GROUP, INC.
/s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
