AGREEMENT
May 8,
2009
AGREEMENT
This
Agreement (the “Agreement”) is made as of the date set forth below, by and
between the Sport Chalet, Inc., a Delaware corporation (the “Company”), and Xx
X. XxXxxxxx (“Indemnitee”).
RECITALS
WHEREAS,
the Bylaws and Certificate of Incorporation as amended of the Company (the
“Governing Documents”) provide current and former directors and officers of the
Company certain rights to indemnification and advancement of
expenses.
WHEREAS,
in connection with Indemnitee’s resignation from the Company’s Board of Directors, Indemnitee wishes to ensure that
the rights to indemnification and advancement of expenses to which Indemnittee
is currently entitled under the Governing Documents will not be eliminated,
diminished or otherwise adversely affected without Indemnitee’s
consent.
WHEREAS,
it is reasonable and prudent for the Company contractually to obligate itself to
indemnify, and to advance expenses on behalf of, Indemnitee to the fullest
extent provided in, and on the terms and conditions set forth in, the Governing
Documents as in effect on the date this Agreement is executed by Indemnitee and
the Company, so that such contractual obligations shall not be adversely
affected by subsequent amendments to the Governing Document.
NOW,
THEREFORE, in consideration of the premises and the covenants contained herein
and other good an valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the Company and Indemnitee do hereby agree as
follows:
Section
1. Right to Indemnification and
Advancement of Expenses. The Governing Documents are hereby
incorporated into this Agreement by reference. Indemnitee shall be indemnified
and advanced expenses to the fullest extent provided in, and upon the terms and
conditions set forth in, the Governing Documents as they are in effect as of the
date of this Agreement. For the avoidance of doubt, in the event the
Governing Documents are amended after the date of this Agreement to decrease or
otherwise limit the rights of indemnification or advancement of expenses for a
current or former director or officer of the Company, Indemnitee shall continue
to be entitled to the same indemnification and advancement rights as Indemnitee
is entitled to under this Agreement on the date of this Agreement.
Section
2. Non-exclusivity; Survival of
Rights. The rights of indemnification and advancement of
expenses provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the
Certificate of Incorporation of the Company, the Bylaws of the Company, any
agreement, a vote of stockholders or a resolution of directors, or
otherwise.
Section
3. Amendment and
Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions of this Agreement nor shall any
waiver constitute a continuing waiver.
Section
4. Applicable
Law. This Agreement and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware, without regard to its conflict of laws
rules.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day and year set forth below.
| SPORT CHALET, INC. | |||
|
|
By:
|
/s/ Xxxxx Xxxxx | |
| Its: | Chairman and Chief Executive Officer | ||
| May 8th, 2009 | |||
| /s/ Xx X. XxXxxxxx | |||
| Xx X. XxXxxxxx | |||
May 13,
2009
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