RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the "Agreement"), is
entered into as of January 14, 1998, by and between Sport Supply Group,
Inc., a Delaware corporation (collectively with its direct and indirect
subsidiaries, the ``Company''), and Xxxx X. Xxxxxx, an employee of the
Company (the "Grantee").
The Company's Compensation Committee (the "Committee") has determined
that the Grantee shall be granted shares of the Company's common stock, par
value $.01 per share, upon the terms and subject to the conditions and
restrictions hereinafter contained (the "Restricted Stock").
1. Number of Shares. The Grantee is hereby granted 50,000 shares
of Restricted Stock, subject to the restrictions set forth herein.
2. Terms of Restricted Stock. The grant of Restricted Stock
provided in Section 1 hereof shall be subject to the following terms,
conditions and restrictions:
(a) Subject to the restrictions set forth in this Agreement,
the Grantee shall possess all incidents of ownership of the
Restricted Stock granted hereunder, including the right to receive
dividends with respect to the Restricted Stock and the right to
vote such Restricted Stock.
(b) Restricted Stock and any interest therein may not be
sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and
distribution, prior to the lapse of the restrictions set forth in
this Agreement.
(c) Notwithstanding any other provision of this Agreement, in
no event shall any outstanding restrictions lapse prior to the
satisfaction by the Grantee of the liabilities described in Section
8 hereof.
3. Certificate; Restrictive Legend.
(a) The Restricted Stock has not been registered under the
Securities Act of 1933 or qualified under applicable state
securities laws. Accordingly, unless there is an effective
registration statement and qualification respecting the resale of
the Restricted Stock under the Securities Act of 1933 (the
"Securities Act") under applicable state securities laws at the
time of resale of the Restricted Stock, any stock certificate
evidencing the Restricted Stock shall bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR
SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS."
(b) The Grantee agrees that any certificate issued for
Restricted Stock prior to the lapse of any outstanding restrictions
relating thereto shall also be inscribed with the following legend:
"THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING FORFEITURE
PROVISIONS AND RESTRICTIONS AGAINST TRANSFER (THE ``RESTRICTIONS''),
CONTAINED IN THE RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER AND THE COMPANY. ANY ATTEMPT TO
DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS,
INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION
OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT."
4. Lapse of Restrictions. Subject to Section 8 hereof, the
restrictions on transfer set forth in Section 3(b) hereof shall lapse
immediately with respect to 16,667 shares of Restricted Stock. Except
as may otherwise be provided herein, the restrictions on transfer set
forth in Section 3(b) shall also lapse with respect to 1,389 shares of
Restricted Stock (as may be adjusted from time to time pursuant to
Section 5(a) hereof on the fifteenth day of each month, beginning
February 15, 1998 (the "Lapse Dates").
Upon the lapse of restrictions relating to Restricted Stock set
forth in Section 3(b) hereof, and provided that the Grantee shall have
complied with the Grantee's obligations under Section 8 hereof, the
Company shall issue to the Grantee or the Grantee's personal
representative a stock certificate representing one share of Common
Stock, free of the restrictive legend described in Section 3(b) hereof
(but not free of the restrictive legend set forth in Section 3(a) hereof
until the resale of the Restricted Stock has been registered under the
Securities Act or the resale is exempt from registration under the
Securities Act), in exchange for each share of Restricted Stock with
respect to which such restrictions have lapsed. If certificates
representing such Restricted Stock shall have theretofore been delivered
to the Grantee, such certificates shall be returned to the Company,
complete with any necessary signatures or instruments of transfer prior
to the issuance by the Company of such shares of Restricted Stock free
of the restrictive legend described in Section 3(b) hereof.
5. Effect of Certain Changes.
(a) If there is any change in the number or class of shares of
Common Stock through the declaration of stock or cash dividends, or
recapitalization resulting in stock splits, or combinations or exchanges
of such shares, the number or class of shares of such outstanding
Restricted Stock may be proportionately adjusted by the Committee in its
sole discretion to reflect any such change in the number or class of
issued shares of Common Stock; provided, however, that any fractional
shares resulting from any such adjustment shall be eliminated. In the
event of any other extraordinary corporate transaction, including but
not limited to distributions of cash or other property to the Company's
shareholders, the Committee may equitably adjust outstanding Restricted
Stock as it deems appropriate in its sole discretion.
(b) If, while unvested Restricted Stock remains outstanding, the
Company undergoes a "Change in Control" (as defined below), then, from
and after the date of the Change in Control, all the outstanding
Restricted Stock shall vest in full. A "Change in Control" of the
Company shall have occurred if at any time during the term of this
Agreement any of the following events shall occur:
(i) The Company is merged, consolidated or reorganized into
or with another corporation or other legal person and as a result
of such merger, consolidation or reorganization less than 60% of
the combined voting power to elect each class of Directors of the
then outstanding securities of the remaining corporation or legal
person or its ultimate parent immediately after such transaction is
available to be received by all of the Company's stockholders (who
were stockholders immediately prior to the merger, consolidation or
reorganization) on a pro rata basis and is actually received in
respect of or exchange for voting securities of the Company
pursuant to such transaction;
(ii) The Company sells all or substantially all of its assets
to any other corporation or other legal person and as a result of
such sale less than 60% of the combined voting power to elect each
class of Directors of the then outstanding securities of such
corporation or legal person or its ultimate parent immediately
after such transaction is available to be received by all of the
Company's stockholders (who were stockholders immediately prior to
the merger, consolidation or reorganization) on a pro rata basis
and is actually received in exchange for the assets of the Company
pursuant to such sale (provided that this provision shall not apply
to a registered public offering of securities of a subsidiary of
the Company, which offering is not part of a transaction otherwise
a part of or related to a Change in Control);
(iii) Any person (as defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the "Exchange Act"), including any
"person" as such term is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, but excluding Xxxxxxx Radio Corp. and
its Affiliates and Associates, as such terms are defined in Rule
12b-2 under the Exchange Act) has become the beneficial owner (as
the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of
securities which when added to any securities already owned by such
person would represent in the aggregate 20% or more of the then
outstanding securities of the Company which are entitled to vote to
elect any class of Directors;
(iv) During any period of up to two consecutive years,
individuals who at the beginning of such period and any new
director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest
relating to the election of directors of the Company) whose
appointment or election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at
least a majority of the directors then still in office who either
were directors at the beginning of such period or whose
appointment, election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or
(v) Any occurrence that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A or any
successor rule or regulation promulgated under the Exchange Act.
Notwithstanding any provision to the contrary contained herein, a
Change in Control of the Company shall not be deemed to have occurred as
the result of any transaction having one or more of the foregoing
effects if such transaction is proposed by, and includes a significant
equity participation (i.e., an aggregate of at least 20% of the then
outstanding common equity securities of the Company immediately after
such transaction which are entitled to vote to elect any class of
Directors) of executive officers of the Company as constituted
immediately prior to the occurrence of such transaction or any Company
employee stock ownership plan or pension plan.
(c) To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding
and conclusive.
(d) Except as expressly provided herein, the Grantee shall have no
rights by reason of any subdivision or consolidation of shares of stock
of any class or the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or spin-off of
assets of stock of another corporation; and any issuance by the Company
of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the Restricted Stock. The award
of Restricted Stock pursuant hereto shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to
merge or to consolidate or to dissolve, liquidate or sell, or transfer
all or part of its business or assets.
6. Death, Disability, Termination Without Cause or Constructive
Discharge. If the Grantee shall die while employed by the Company, or
if the Grantee's employment shall terminate by reason of Disability,
termination without Cause or Constructive Discharge (as defined below),
all Restricted Stock theretofore granted to such Grantee shall vest as
of the date of death, Disability, termination without Cause or
Constructive Discharge (as defined below) of the Grantee.
For purposes of this Agreement, "Disability" means Grantee is
unable to perform his assigned duties by reason of illness, injury or
incapacity (other than as a result of abuse of drugs, alcohol and other
substances) for three (3) consecutive months during the term hereof.
(a) For purposes of this Agreement, "Cause" means that Grantee
shall have committed:
(i) an intentional material act of fraud or embezzlement
in connection with his duties or in the course of his
employment with Company;
(ii) an intentional wrongful material damage to property
of Company;
(iii) an intentional wrongful disclosure of material
secret processes or material confidential information of
Company; or
(iv) an intentional and continued failure to perform his
duties as Executive Vice President and Chief Financial
Officer.
(b) For the purposes of this Agreement, no act or failure to act
on the part of Grantee shall be deemed "intentional" unless done, or
omitted to be done, by the Grantee in bad faith and without reasonable
belief that his action or omission was in the best interest of the
Company.
(c) For the purposes of this Agreement, "Constructive Discharge"
means a change in office, title, or position from that reasonably
associated with being an Executive Vice President and Chief Financial
Officer, other than a promotion; a change in reporting of Grantee to any
person other than the Chairman, Chief Executive Officer, or the Board of
Directors of Company; a required relocation to a location in excess of
thirty (30) miles of Company's current principal location; a reduced
salary; or a material diminution in responsibilities.
7. Termination of Employment. In the event that the Grantee
ceases to be employed by the Company, for any reason other than death,
Disability, termination without Cause or Constructive Discharge prior to
the vesting of the Restricted Stock, all Restricted Stock (with respect
to which the restrictions set forth in Section 3(b) herein have not yet
lapsed) shall thereupon be forfeited by the Grantee. Restricted Stock
forfeited pursuant to the preceding sentence or for any other reason set
forth herein shall be transferred to, and reacquired by, the Company
without payment of any consideration by the Company, and neither the
Grantee nor any of the Grantee's successors, heirs, assigns or personal
representatives shall thereafter have any further rights or interests in
such shares or certificates. If certificates containing restrictive
legends shall have theretofore been delivered to the Grantee or the
Grantee's personal representative, such certificates shall be returned
to the Company, complete with any necessary signatures or instruments of
transfer.
8. Taxes. The Grantee shall pay to the Company promptly upon
request, and in any event at the time the Grantee recognizes taxable
income in respect of the Restricted Stock (or, if the Grantee makes an
election under Section 83(b) of the Code, in connection with such
grant), an amount equal to the taxes the Company determines it is
required to withhold under applicable tax laws with respect to the
Restricted Stock. Such payment shall be made in the form of cash,
shares of Common Stock already owned or otherwise issuable upon the
lapse of restrictions, or in a combination of such methods. The grantee
shall promptly notify the Company of any election made pursuant to
Section 83(b) of the Code. If the Grantee fails to pay, on or before
the date requested by the Company, an amount equal to the taxes the
Company determines it is required to withhold under applicable tax laws
with respect to the Restricted Stock, the Company may elect to withhold
shares of Restricted Stock from the Grantee or prevent or delay the
vesting of shares of Restricted Stock until such amounts are paid to the
Company.
9. Covenants.
(a) From the date of this Agreement and in consideration for
the promises made by Grantee herein, including promises made by
Grantee below, Company promises and agrees to provide Grantee
certain confidential information consistent with the job duties of
an individual in his position including, without limitation,
customer, supplier, product and distributor lists, trade secrets,
plans, manufacturing techniques, sales, marketing and expansion
strategies, financial records (including business plans, financial
statements, etc.), and technology and processes of Company and/or
its affiliates, as they may exist from time to time, and
information concerning the products, services, production,
development, technology and all technical information, procurement
and sales activities and procedures, promotion and pricing
techniques and credit and financial data concerning customers of,
and suppliers to, Company and/or its affiliates (collectively
"Confidential Information"). In consideration for Company's
promises herein, Grantee acknowledges and agrees that all
Confidential Information previously provided or known to Grantee in
the course of his employment with Company and all such Confidential
Information made available and provided to Grantee pursuant to the
terms of this Agreement will be received in strict confidence and
will be used only for the purposes of performing his duties
pursuant to this Agreement and that no such Confidential
Information will otherwise be used or disclosed by Grantee during
or after the term of this Agreement without the prior written
consent of Company. Grantee acknowledges and agrees that upon
termination of Grantee's employment hereunder for any reason,
Grantee will leave and/or return all Confidential Information and
other documents, records, notebooks, customer lists, mailing lists,
business proposals, contracts, agreements, and other repositories
containing information concerning Company or its financial
condition or business (including all copies thereof) in Grantee's
possession, whether prepared by Grantee or others, will remain with
or be returned to Company. Notwithstanding the foregoing, this
Section shall be inoperative as to any portion of the Confidential
Information that (i) is or becomes generally available to the
public other than as a result of a disclosure by Grantee or (ii)
becomes available to Grantee on a non-confidential basis and not in
contravention of Company's rights or applicable law from a source
(other than Company) which Grantee reasonably believes is entitled
to possess and disclose it.
Grantee acknowledges and agrees that all manuals, drawings,
blueprints, letters, notes, notebooks, financial records
(including, without limitation, budgets, business plans and
financial statements), reports, computers, computer equipment,
computer disks, hard drives, electronic storage devices, books,
procedures, forms, documents, records or paper, or copies thereof,
pertaining to the operations or business of Company made or
received by Grantee or made known to him in any way in connection
with his employment activities or otherwise and any other
Confidential Information are and will be the exclusive property of
Company. Grantee agrees not to copy or remove any of the above
from the premises and custody of Company, or disclose the contents
thereof to any other person or entity except in the ordinary course
of business consistent with Company's policies. Grantee
acknowledges that all such papers and records will at all times be
subject to the control of Company, and Grantee agrees to surrender
the same upon request of Company, and will surrender such no later
than any termination or expiration of this Agreement.
(b) As an officer and employee with the Company, Grantee may
develop or participate in the development of inventions,
discoveries, improvements or innovations which relate to the
current or reasonably anticipated business activities of the
Company. Grantee acknowledges that the Company remains the sole
owner of any such inventions, discoveries, improvements or
innovations and Grantee agrees to promptly disclose such
developments to his or her immediate supervisor. At the request of
the Company, Grantee agrees to execute any documents and perform
any acts that the Company requires to obtain patent, copyright or
other protection over any such developments.
(c) Grantee covenants and agrees that, during the period
Grantee is employed by Employer, and if Grantee's employment is
terminated for Cause or Grantee resigns for any reason (other than
as a result of a Constructive Discharge), for a period of one year
thereafter, Grantee will not directly or indirectly compete with
Employer in the United States. For the purposes of this Section,
the following terms shall have the meanings indicated below:
(i) The term "compete" shall mean, with respect to the
business of Company, engaging in or attempting to engage in the
direct mail marketing with the use of a catalog of sports related
equipment to institutional customers or any other business which
generates more than 10% of Company revenues at the time of
termination, either alone or with any individual, partnership,
corporation, or association.
(ii) The words "directly or indirectly" as they modify the
word "compete" shall mean: (A) acting as an agent, representative,
consultant, officer, director, or employee of any entity or
enterprise which is competing (as defined herein) with the
business of Company; (B) participating in any such competing
entity or enterprise as an owner, partner, limited partner, joint
venturer, creditor, or stockholder (except as a stockholder holding
less than a five percent (5%) interest in a corporation whose
shares are actively traded on a regional or national securities
exchange or in the over-the-counter market); (C) communicating to
any such competing entity or enterprise any competitive non-public
information concerning any past, present, or identified prospective
client or customer of, or supplier to, Company; (D) soliciting the
customers, distributors, dealers, or independent sales persons of
Company or its Affiliates (as defined in Rule 12b-2 under the
Exchange Act) as of Grantee's termination date; or (E) recruiting,
hiring, or assisting others in recruiting or hiring (collectively
referred to as "Recruiting Activity") any person who is, or within
the 12-month period immediately preceding the date of any such
Recruiting Activity was, an Grantee of Company or its Affiliates.
(iii) Grantee understands and agrees that the scope of
this covenant by Grantee contained in this Section is reasonable as
to time, area, and persons and is necessary to protect the
proprietary and legitimate business interest of the Company, and
but for such covenant by Grantee the Company would not have agreed
to enter into the transactions contemplated by this Agreement.
Grantee agrees that this covenant is reasonable in light of the
compensation and other consideration Company has agreed to provide
Grantee pursuant to this Agreement. It is further agreed that such
covenant will be regarded as divisible and will be operative as to
time, area, and persons to the extent that it may be so operative.
10. Registration Rights
(a) Upon Grantee's request that the Company effect the
registration or qualification or filing for exemption under applicable
Federal or State law of the Restricted Stock, the Company shall,
subject to the conditions of Section 10.(b), (c), (e) and (f), use its
best efforts to effect any such registration or qualification or filing
for exemption of the Restricted Stock with any governmental authority
under any Federal or State law, and any listing with any securities
exchange, which may be required to permit the offering and sale or other
disposition of any such Restricted Stock that the Grantee proposes to
make upon the effectiveness of such registration, qualification, or
filing for exemption, and the Company shall keep effective such
registration, qualification, or exemption for at least 150 days;
provided, that the Company shall only be required initially to file a
registration statement or qualification application no later than 145
days after any final year end of the Company and at such reasonable time
as it has available for utilization therein the audited consolidated
financial statements of the Company as of the preceding fiscal year end.
(b) The Company's obligation to make any filing under Section
10(a) may be deferred by the Company for an appropriate period (not to
exceed 90 days) if the Company shall in good faith determine that the
registration, qualification, or filing for exemption would have a
material adverse affect on an offering or contemplated offering or a
material acquisition, merger, or other corporate transaction to which
the Company or any of its subsidiaries is, or is expected to be, a party
or any other pending material corporate development.
(c) In addition, the Company shall not be required to take any
action under Section 10(a):
(i) more than once during any period of 12 consecutive
calendar months or more than an aggregate of two (2)
times;
(ii) within 90 days after the effective date of a registration
referred to in Section 10(a) or Section 10(d) pursuant to
which such holder was afforded the opportunity to
register the Restricted Stock under the Securities Act
but declined so to do;
(iii) within 90 days following the execution of an
underwriting agreement with respect to any underwritten
public offering of securities by the Company if the
managing underwriter with respect to such proposed public
offering by the Company advises the Company and the
Grantee in writing that such proposed public offering by
Grantee would impair the public offering by the Company;
provided that if such managing underwriter shall have
advised the Company that a portion of the Restricted
stock as to which registration shall have been requested
could be registered, then such portion shall be
registered;
(iv) if such action would require the Company to qualify as a
foreign corporation to do business or file a general
consent to service of process in any state or
jurisdiction in which it is not then qualified or as to
which it has not previously filed a general consent to
service of process; or
(v) if filing the registration statement would require a
special audit.
(d) The Company agrees that at any time it proposes to register
the issuance or resale of any of its securities, whether held by third
parties or to be issued by the Company, under the Securities Act on
Form S-1 or any other form of registration statement then available for
the registration under the Securities Act of securities of the Company
(other than a registration statement on Form S-4 or any form of
registration statement not available for general registration of
securities) it shall give written notice to Grantee of its intention so
to do, and upon the written request of the Grantee, given within twenty
(20) days after receipt of any such notice from the Company, the Company
shall in each instance use its best efforts, subject to the next
sentence, to cause all Restricted Stock held by Grantee to be registered
under the Securities Act and registered or qualified under any State
securities law, all to the extent necessary to permit the offering and
sale or other disposition thereof in the manner stated in such request
by the Grantee. If the managing underwriter of a proposed public
offering by the Company shall advise the Company in writing that, in its
opinion, the distribution of some or all of the shares of Restricted
Stock requested to be included in the registration concurrently with the
securities to be offered by the Company would materially impair the
distribution of securities by the Company, then the Company need not
include in such registration any shares that such underwriter believes
would cause such impairment and shall reduce the amount of securities as
to which he requested registration in such manner that the aggregate
number of shares being registered for Grantee does not exceed that
number recommended by such underwriter. Grantee shall in his request
for registration describe the manner of any proposed transfer or
intended method of disposition of such Restricted Stock. Nothing in
this Section shall be deemed to require the Company to (i) proceed with
any registration of its securities after giving the notice herein
provided, or (ii) maintain the effectiveness of any registration
statement for a minimum period of time.
(e) It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section that the Grantee
shall furnish to the Company such information regarding him, the
Restricted Stock held by him, and the intended method of disposition of
such securities as the Company shall reasonably request and as shall be
required in connection with the action to be taken by the Company. If
Grantee refuses to provide the Company with any of such information on
the grounds that it is not necessary to include such information in the
registration statement, the Company may exclude such Grantee's
Restricted Stock from the registration statement, unless Grantee
provides the Company with an opinion of counsel, such opinion to be
reasonably satisfactory to the Company, to the effect that such
information need not be included in the registration statement.
(f) Notwithstanding anything to the contrary contained herein, the
Company shall have no obligation to register, qualify, or file for
exemption with respect to shares of Restricted Stock in accordance with
this Agreement if counsel to the Company provides an opinion to the
Company and the Grantee that the shares of Restricted Stock requested to
be registered may be sold in one or more public transactions within a
period of 90 days pursuant to Rule 144 under the Securities Act, or any
successor rule thereto.
(g) In consideration of the performance by the Company of its
obligations under this Agreement, the Grantee agrees in connection with
a registration of the Company's securities that, upon the written
request of the Company or the underwriters managing any underwritten
offering of the Company's securities, the Grantee will not sell, make
any short sale of, lend, grant any option for the purchase of, or
otherwise dispose of, any shares of the Company's Common Stock (other
than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 120 days) from the effective date of
such registration as the Company or the underwriters may specify.
11. No Guarantee of Employment. Nothing set forth herein shall
confer upon the Grantee any right of continued employment for any period
by the Company, or shall interfere in any way with the right of the
Company to terminate such employment.
12. Notices. Any notice required or permitted under this
Agreement shall be deemed given when delivered personally, or when
deposited in a United States Post Office, postage prepaid, addressed, as
appropriate, to the Grantee at the last address specified in Grantee's
employment records, or such other address as the Grantee may designate
in writing to the Company, or to the Company, Attention: Chief Executive
Officer, Sport Supply Group, Inc., 0000 Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxx,
Xxxxx 00000 or such other address as the Company may designate in
writing to the Grantee.
13. Failure To Enforce Not a Waiver. The failure of the Company
to enforce at any time any provision of this Agreement shall in no way
be construed to be a waiver of such provision or of any other provision
hereof.
14. Governing Law. The Agreement shall be governed by and
construed according to the laws of the State of Delaware, without regard
to the conflicts of laws provisions thereof.
15. Amendments. The Agreement may be amended or modified at any
time by an instrument in writing signed by the parties hereto.
16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original but all of which
together shall represent one and the same agreement.
17. Effectiveness. This Agreement and the Restricted Stock
granted hereunder shall not be effective unless and until this Agreement
is executed by both parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year set forth above.
COMPANY:
SPORT SUPPLY GROUP, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
GRANTEE:
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
