EXHIBIT (C)
September 23, 1999
TERMINATION AGREEMENT
Parties: GLOBAL SPORTS, INC.,
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a Delaware corporation ("Global")
000 X. Xxxxxxxxx Xxxx
Xxxx xx Xxxxxxx, XX 00000 U.S.A.
XXXXX X. XXXXXX,
an individual ("Xxxxxx")
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Date: ______________________
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Background. Global, U.S. Acquisition Co. ("U.S. Co."), Canadian Acquisition Co.
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("Canadian Co."), DMJ Financial Inc. ("DMJ"), Xxxxxx and Xxxxxxx X. Xxxxxxxxxxx
are parties to an Acquisition Agreement, dated as of September 24, 1999 (the
"Acquisition Agreement"), pursuant to which (i) U.S. Co. acquired all of the
issued and outstanding shares of capital stock of Gen-X Holdings Inc., a
Washington corporation, in exchange for, among other things: (a) a cash payment
in the amount of Six Million Forty Thousand Dollars ($6,040,000); (b) a
promissory note in the principal amount of Five Million Dollars ($5,000,000);
and (c) the assumption of Global's non-negotiable subordinated notes in the
original aggregate principal amount of Three Million Nine Hundred Sixty Thousand
Dollars ($3,960,000) payable to Gen-X Holdings, dated as of the Closing Date,
together with all accrued and unpaid interest thereon, and (ii) Canadian Co.
acquired all of the issued and outstanding shares of capital stock of Gen-X
Equipment Inc., an Ontario corporation, in exchange for, among other things, a
promissory note in the principal amount of Five Million Dollars ($5,000,000).
As a condition to the consummation of the transactions contemplated by the
Acquisition Agreement, Global and Xxxxxxxxxxx have agreed to terminate the Key
Employee Agreement dated May 12, 1998 ("Key Employee Agreement") between Global
and Xxxxxxxxxxx. Any capitalized terms not defined herein shall have the
meaning ascribed to such terms in the Acquisition Agreement.
INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual
agreements stated below and in the Acquisition Agreement, the parties hereby
agree as follows:
1. Termination of Key Employee Agreement. Notwithstanding anything to
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the contrary contained in the Key Employee Agreement, including without
limitation Section 2 thereof, the Key Employee Agreement is terminated effective
as of the date hereof, and is of no further force or effect.
2. Acknowledgment. Xxxxxx hereby acknowledges that all amounts earned
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and/or payable to Xxxxxx by Global under the Key Employee Agreement as of the
date hereof have been paid
by Global to Xxxxxx, including, but not limited to, all Compensation (as defined
in the Key Employee Agreement) and reimbursement of all expenses incurred by
Xxxxxx.
3. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which when so executed and delivered shall constitute an
original hereof, and it shall not be necessary in making proof of this
Agreement to produce or account for more than one original counterpart hereof.
4. Controlling Law. THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED
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AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
5. Jurisdiction and Process. Each of the parties (i) irrevocably
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consents to the exclusive jurisdiction of the Courts of Common Pleas of
Xxxxxxxxxx County, Pennsylvania, or the United States District Court for the
Eastern District of Pennsylvania, in any and all actions between or among any of
the parties, whether arising hereunder or otherwise, (ii) irrevocably waives its
right to trial by jury in any such action, and (iii) irrevocably consents to
service of process by first class certified mail, return receipt requested,
postage prepaid, to the address set forth on the first page of this Agreement.
In any and all actions between or among any of the parties, whether arising
hereunder or otherwise, the prevailing party or parties shall be entitled to
recover their reasonable attorneys' fees and legal expenses from the other party
or parties.
IN WITNESS WHEREOF, the parties have executed this Termination Agreement as
of the date first above written.
GLOBAL SPORTS, INC.
By: _________________________________ ________________________________
Name: XXXXX X. XXXXXX
Title:
-2-
