EXHIBIT 10.19
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is entered into as of June
__, 2002 by and between Big 5 Sporting Goods Corporation, a Delaware corporation
formerly known as "Big 5 Holdings Corp." ("Parent"), Big 5 Corp., a Delaware
corporation ("Sub" and, together with Parent, the "Companies"), and Xxxxxxx
Xxxxx & Associates, L.P., a Delaware limited partnership ("LGA").
R E C I T A L S
A. LGA and each of the Companies are parties to that certain Management
Services Agreement dated as of November 13, 1997 (the "Management Services
Agreement"), under which LGA provides (i) management, consulting and financial
planning services to the Companies on an ongoing basis in connection with the
operation and growth of the Companies and (ii) financial advisory services to
the Companies in connection with major financial transactions that may be
undertaken from time to time after the date of the Management Services
Agreement.
B. Concurrently with the consummation of the initial public offering of
shares of common stock of Parent (the date of such consummation, the "Effective
Date"), LGA and the Companies wish to terminate the Management Services
Agreement on the terms set forth herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Termination of Management Services Agreement. Effective on payment to
LGA of the termination fee described below in immediately available funds, the
Management Services Agreement shall terminate in full and be of no further force
or effect and, except as provided in Section 2 below, each party hereto shall
have no further liabilities or obligations thereunder. As consideration for
LGA's agreement to terminate the Management Services Agreement, on the Effective
Date, the Companies will pay LGA a termination fee in cash in the amount of
$875,000.
2. No Further Accruals of Fees or Expenses. The parties hereto
acknowledge that no fees or expenses under the Management Services Agreement
shall accrue from and after the Effective Date. The Companies will pay to LGA on
or before the thirtieth day following the Effective Date all unpaid fees and
expenses due to LGA under the Management Services Agreement that accrued prior
to the Effective Date.
3. Miscellaneous.
3.1 Governing Law. This Agreement and the rights and obligations
arising hereunder shall be governed by, and construed and enforced in accordance
with, the
laws of the State of California applicable to contracts made and performed
entirely in such state, without regard to principles regarding choice of law or
conflicts of laws.
3.2 Successors and Assigns. This Agreement shall inure to the
benefit of, and be binding upon, the parties and their respective successors and
assigns.
3.3 Counterparts. This Agreement may be executed in two or more
counterparts or by facsimile transmission, each of which shall be an original
but all of which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized representatives as of the date
first written above.
LGA
XXXXXXX XXXXX & ASSOCIATES, L.P.,
a Delaware limited partnership
By:
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Xxxxxxxx X. Xxxxxxxx
General Partner
PARENT
BIG 5 SPORTING GOODS CORPORATION, INC.
(formerly known as Big 5 Holdings Corp.),
a Delaware corporation
By:
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Xxxxxx X. Xxxxxx
President
SUB
BIG 5 CORP., a Delaware corporation
By:
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Xxxxxx X. Xxxxxx
President
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