OPTION ASSUMPTION, CONTRIBUTION AND SUBSCRIPTION AGREEMENTOption Assumption, Contribution and Subscription Agreement • February 15th, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
This OPTION ASSUMPTION, CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of January 22, 2006, is entered into by and between Nesa E. Hassanein, an individual (the “Investor”), and Slap Shot Holdings Corp., a Delaware corporation (“Parent”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
This Amendment No. 1 (this “Amendment”) to that certain Employment Agreement, dated as of August 4, 2003 (the “Agreement”), by and between The Sports Authority, Inc., a Delaware corporation (the “Company”) and John Douglas Morton (“Executive”) is entered into as of this 22nd day of January, by and between Executive and SAS Acquisition Corp., a Delaware corporation (“Merger Sub”), and shall be effective upon consummation of the Merger (as defined below), provided, however, if the Merger Agreement (as defined below) is terminated and the Merger (as defined below) is not consummated, this Amendment shall be void and shall have no further force and effect. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.
GREEN EQUITY INVESTORS IV, LP.Letter Agreement • February 15th, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
This letter agreement (“Agreement”) sets forth the commitment of Green Equity Investors IV, L.P. (“GEI”) subject to the terms and conditions contained herein, to purchase certain equity securities (the “Securities”) of Slap Shot Holdings Corp. (“SAS”) in connection with the merger (the “Merger”) of SAS Acquisition Corp., a wholly-owned subsidiary of SAS (“Acquisition Corp”), into The Sports Authority, Inc. (the “Company”). The Merger will occur under the Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”), pursuant to which Acquisition Corp. will merge with and into the Company, with the Company as the surviving entity. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings set forth in the Merger Agreement. The commitment of GEI as set forth below is sometimes referred to herein as the “Commitment.”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
This Amendment No. 1 (this “Amendment”) to that certain Employment Agreement, dated as of August 4, 2003 (the “Agreement”), by and between The Sports Authority, Inc., a Delaware corporation (the “Company”) and Gregory A. Waters (“Executive”) is entered into as of this 22nd day of January, by and between Executive and SAS Acquisition Corp., a Delaware corporation (“Merger Sub”), and shall be effective upon consummation of the Merger (as defined below), provided, however, if the Merger Agreement (as defined below) is terminated and the Merger (as defined below) is not consummated, this Amendment shall be void and shall have no further force and effect. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
This Amendment No. 3 (this “Amendment”) to that certain Employment Agreement, dated as of November 1, 2004, as amended by that certain Amendment to Employment Agreement dated as of September 13, 2005 and as further amended by that certain Amendment to Employment Agreement dated as of November 1, 2005 (as amended, the “Agreement”), by and between TSA Corporate Services, Inc., a Colorado corporation (the “TSA”), a subsidiary of The Sports Authority, Inc., a Delaware Corporation (the “Company”) and David J. Campisi (“Executive”) is entered into as of this 22nd day of January, by and between Executive and SAS Acquisition Corp., a Delaware corporation (“Merger Sub”), and shall be effective upon consummation of the Merger (as defined below), provided, however, if the Merger Agreement (as defined below) is terminated and the Merger (as defined below) is not consummated, this Amendment shall be void and shall have no further force and effect. Capitalized terms used in this Amendment and not ot
STOCKHOLDERS AGREEMENT by and among SLAP SHOT HOLDINGS CORP. GREEN EQUITY INVESTORS IV, L.P. and CERTAIN STOCKHOLDERS January 22, 2006Stockholders Agreement • February 15th, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is entered into as of January 22, 2006, by and among Slap Shot Holdings Corp., a Delaware Corporation (“the Company”), Green Equity Investors IV, L.P., a Delaware limited partnership (“GEI IV”), (together with any affiliated co-investors controlled by or under common control with GEI IV that may become party hereto, the “Green Parties” and individually, each, a “Green Party”), certain current and future stockholders of the Acquisition Corp (as hereinafter defined) set forth on Schedule 1 attached hereto (collectively, the “Management Parties” and individually, each, a “Management Party”). Each of the parties to this Agreement (other than Acquisition Corp and the Company (as hereinafter defined)) and any other Person (as defined in Section 4.1) who shall become or be deemed to be a party to or agree to be bound by the terms of this Agreement after the date hereof is sometimes hereinafter referred to as a “Stockholder.”
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
This Amendment No. 2 (this “Amendment”) to that certain Employment Agreement, dated August 4, 2003 as amended by that certain Amendment to Employment Agreement dated as of November 18, 2005 (as amended, the “Agreement"), by and between The Sports Authority, Inc., a Delaware corporation (the "Company") and Thomas T. Hendrickson ("Executive") is entered into as of this 22nd day of January, by and between Executive and SAS Acquisition Corp., a Delaware corporation ("Merger Sub"), and shall be effective upon consummation of the Merger (as defined below), provided, however, if the Merger Agreement (as defined below) is terminated and the Merger (as defined below) is not consummated, this Amendment shall be void and shall have no further force and effect. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.
