EX-10.24



 





Exhibit 10.24



CONSULTING AND SEPARATION AGREEMENT




     This Consulting and Separation Agreement (“Agreement”) is made and entered into by and between
Dick’s Sporting Goods, Inc., (“Employer”) and Gary M. Sterling (“Employee”):



WITNESSETH:




     WHEREAS, the Employer retained Sterling as an employee on July 1, 1996; and



     WHEREAS, the Employer and Sterling have agreed that Sterling shall become a consultant to the
Employer effective February 1, 2006, and that Sterling’s employment and consulting relationship
with the Employer shall be terminated effective January 31, 2007, on the terms and conditions set
forth herein; and



     WHEREAS, the Employer and Sterling now desire to settle all matters pertaining to, arising
from and associated with Sterling’s employment with and separation from employment with the
Employer;



     NOW, THEREFORE, in consideration of the severance and other payments, and the other
covenants and agreements, set forth herein, receipt and sufficiency of which are hereby
acknowledged by both parties, it is agreed as follows:



1. CONSULTING




     (a) Sterling and the Employer hereby agree that Sterling shall cease to be the
Employer’s Senior Vice President of Merchandising on February 1, 2006 (the “Consulting Date”), and
shall become an employee consultant to the Employer on such date, and shall serve as an employee
consultant until the Termination Date (as defined in paragraph 2). Sterling shall continue to
report for work and complete outstanding assignments through the Consulting Date and shall
cooperate with other members of management of the Employer in the transition of his
responsibilities to other employees of the Employer. From and after the Consulting Date, Sterling
shall perform such duties as are assigned to him by the Chief Executive Officer of the Employer,
but he shall not be required to report to work at the Employer’s offices unless directed to do so
by the Chief Executive Officer.



2. TERMINATION




     (a) Sterling’s employment and consulting relationship with the Employer
shall be terminated effective January 31, 2007 (the “Termination” Date”).



3. BENEFITS; BONUS PAYMENT




     (a) Employer shall continue to provide Employee with health insurance coverage under the
Employer’s employee plans for the period beginning on the Consulting Date and ending on the
Termination Date (Benefits Extension Period). If the cost of the covered benefits increases after
the Consulting Date, then the amount to be contributed by Employee shall increase accordingly. To
the extent that Employee is required to contribute all or a portion of the premiums for the covered
plans, such amounts will be payable at the beginning of each calendar quarter and will be billed by
Employer.


As of the Termination Date, Employee’s health insurance coverage shall cease. At that time,


 









 






Employer will provide information to Employee regarding Employee’s lights to extend
Employee’s medical coverage under COBRA.




     (b) Pursuant to the Employer’s Stock Plans and subject to the Stock Option Agreements between
the Employer and Employee, Employee may exercise vested stock options after the
Termination Date as defined in the stock plan in effect at the time
of the Stock Option Grant
Dates, in accordance with the terms and conditions of the Stock
Option Agreements. In regard to the
Stock Option Grant of 300,000 shares awarded on January 21, 2004, Employee will be eligible to
exercise 150,000 options at an option price of $25.25 as of January 31, 2007, through 90 days
after the Termination Date. The remaining 150,000 options shall be forfeited by Employee.


Employee understands and acknowledges that his continuous status as an Employee, as defined in the
Plan, will end on January 31, 2007. Employee also understands that during the Benefits Extension
Period, stock options from previous grants will continue to vest. Employee further understands that
pursuant to the Stock Plans and the Stock Option Agreements, any stock options that are unvested as
of the final Termination Date as well as the forfeited 150,000 options from the January 21, 2004,
grant noted above, and any vested stock options that are not exercised during the applicable time
period following the Termination Date shall be forfeited by the
Employee.




     (c) Employer agrees to pay Employee a bonus for fiscal year 2005 that will be based on the
Senior Vice President of Merchandising bonus plan. Employee understands that this bonus will not be
paid if Employer does not pay bonuses based on Company performance for the fiscal year. The bonus,
if payable, will be paid in Spring 2006 and will be calculated based on results in two categories:
Corporate EBT, and Personal Goals. Employee is not eligible for any potential discretionary bonus
payment(s).



     (d) The benefits and bonus payment described in Paragraph 3 are not otherwise owed to Employee
and are being offered to Employee in exchange for Employee’s agreement to be bound by the terms of
this Agreement. With the exception of the promises that Employer makes in this Agreement, Employer
owes Employee no wages, commissions, bonuses, severance pay, or other compensation, benefits or
payments of any kind. Without limiting the foregoing in any manner, Employee acknowledges and
agrees that the benefits set forth in this Paragraph 3 shall be (i) in full payment of any and all
salary, bonus, severance or other payments to which Employee is or may otherwise be entitled to
receive from Employer; and (ii) in full settlement of any and all claims, disputes, differences or
other matters pertaining to, arising from, or associated with Employee’s employment with and
separation of employment from Employer.



4. NON COMPETITION; RESTRICTIVE COVENANTS




     (a) Beginning on the Consulting Date and continuing for a period of thirty-six
(36) months after the Termination Date, Employee shall not (unless Edward W. Stack in his sole
judgment has waived in writing the application of this provision so that Employee may serve as a
Board member in a specific case where the retailer is not a major vendor or competitor of
Employer):



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     (i) Own, manage, control, serve as a board member to, be employed by, be a
consultant to, participate in, or be connected in any manner with the ownership,
management, operation, or control of any entity that owns and/or operates a sporting goods
store; or operates as a vendor or wholesaler of sporting goods; or




     (ii) Induce or solicit, directly or indirectly, any person who is an employee,
officer or agent of the Employer to terminate said relationship, or otherwise assist in the
recruitment of any Employer employee to accept employment with another employer,
provided, that this Section 4(a)(ii) shall not prohibit Employee from providing
positive business references when and if requested by former Employer employees for whom he
was the supervisor while he was a Employer employee so long as the reference request was
initiated by the former Employer employee and Employee does not induce, solicit, encourage
or otherwise assist in the recruitment of any Employer employee to accept employment with
another employer.



     (b) Except as expressly permitted by the Employer in writing, Employee shall not at any time,
either before or after the Termination Date, knowingly disclose to any person not connected with
the Employer or use for his own benefit or for the benefit of any person other than the Employer,
any proprietary or confidential information either disclosed to or developed by Employee during his
employment by the Employer. For purposes of this Agreement, the term “proprietary or confidential
information” shall include, but not be limited to, any trade secret or confidential information,
knowledge or data, whether of a technical or commercial nature, sales or production
records or data, product pricing, formulas, inventions, products, discoveries, improvements,
processes, formulae, manufacturing methods or techniques, designs, styles, financial
statements or other financial information, engineering and tooling records and data,
managerial and operational policies, ideas, plans, methods, practices and procedures, vendor
arrangements and vendor lists, marketing strategies, and other confidential business information
related to the conduct of the business of the Employer.



     (c) From and after the date hereof, Employee agrees that he shall (i) notify the Employer if
he becomes employed, engaged, or retained (as an employee, consultant, board member, independent
contractor, or other capacity) by any person or entity during the Benefit Extension Period
or the twelve (12) month period thereafter, and (ii) reasonably cooperate with the
Employer and respond to questions, information requests, and other reasonable requests for
assistance, from the Employer or its agents or representatives with regard to the transition of one
or more new employees into his previous position and other matter’s related to his employment with
the Employer.



     (d) The provisions of this Section 4 shall be in lieu of the provisions of the
Employee’s Amended and Restated Agreement dated January 17,
2003.



5. RELEASE AND WAIVER OF CLAIMS




     (a) As used in this Agreement, “Releasees” shall collectively mean Employer, its
parents, subsidiaries, successors and assigns; the present or former directors, officers,
shareholder’s, employees, agents, and attorneys of any of them; and the current or former trustees
or administrators of any pension or other benefit plan applicable to the employees or former
employees of Employer; all in their individual and official capacities.



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     (b) Employee, on behalf of Employee and Employee’s heirs, executors, administrators,
successors, assigns and trustees, irrevocably and unconditionally releases, acquits and forever
discharges Releasees of and from any and all charges, complaints, claims, actions, suits, and
debts, of whatever nature, whether known or unknown, which Employee now has, may have, or claims to
have, or which Employee at any prior time had or claimed to have against Employer or any of the
Releasees, arising out of any matter occurring or accruing on or before the date Employee executes
this Agreement, including, but not limited to, any claims arising from or during Employee’s
employment with Employer, related to Employee’s employment with Employer, and/or as a result of
Employee’s separation from employment with Employer.



     (c) The release and waiver set forth in subparagraph 5(b) of this Agreement includes, but is
not limited to, any claims arising under any federal, state or local statutes, regulations,
ordinances or common laws, specifically including, but not limited to: the Age Discrimination in
Employment Act; the Older Workers’ Benefit Protection Act; the Civil Rights Act of 1866; the Civil
Rights Act of 1871; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the
Rehabilitation Act of 1973; the Americans with Disabilities Act; the Employment Retirement Income
Security Act of 1974; the Fair Labor Standards Act; the Family and Medical Leave Act; the Sarbanes
Oxley Act of 2002; the Pennsylvania Human Relations Act; and the Pennsylvania Wage Payment and
Collection Law; all as amended; any common law claims including but not limited to those alleging
wrongful discharge; intentional or negligent infliction of emotional distress; breach of contract;
promissory or equitable estoppel; discrimination; defamation; invasion of privacy; negligence;
breach of duty; and/or claims for attorney’s fees, punitive, compensatory and liquidated damages,
expenses or costs,



     (d) Employee releases and discharges Releasees not only from any and all such claims or causes
of action which Employee could make on Employee’s own behalf, but also those that may or could be
brought by any person or organization on Employee’s behalf, and Employee specifically waives any
right to become and promises not knowingly to become a member of any class in any proceeding or
case in which any such claim or cause of action against Releasees may arise, in whole or in part,
from any event which occurred on or before the date Employee executes
this Agreement. In the event
Employee has not knowingly become a member of any such class, he shall immediately withdraw from
any such class as soon as he becomes or is made aware of being part of any such class.



     (e) Employee represents and warrants that Employee has not filed any charges, complaints,
claims or actions against Employer or any of the other Releasees, based on any event that took
place on or before the date Employee executes this Agreement. Employee further represents that
Employee has not previously assigned or transferred or purported to have assigned or transferred,
to any person or entity, any claim released by Employee under the Agreement or any
portion thereof or interest therein.



     (f) The release and waiver set forth in this Agreement does not prohibit Employee from filing
an administrative charge of alleged discrimination with the Equal
Employment Opportunity Commission.
However, Employee waives any right to monetary or other recovery should any federal,
state or local administrative agency pursue any claim on Employee’s behalf relating in any way to
Employee’s employment with Employer, to Employee’s separation from employment with Employer, or to
any of the claims that are otherwise subject to the release and waiver of claims set
forth in this Agreement.



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     (g) Employee represents that Employee is not aware of any facts that would support any claim
of discrimination or other unlawful conduct by any other current or former employee of Employer
against Employer or any of the other Releasees.



     (h) The release and waiver set forth in this Agreement is in exchange for valuable
consideration that Employee would not otherwise be entitled to
receive.



     (i) Upon receipt of the consideration referred to herein, Employee will have received
complete satisfaction of any and all claims, whether known, suspected, or unknown, that Employee
may have or has had against Releasees. Employee waives any and all relief not explicitly provided
for herein.



     (j) The release and waiver set forth in this Agreement does not diminish or otherwise
adversely impact any vested benefits to which Employee might be entitled, if any, pursuant to any
pension or retirement savings plan.



6. TERMINATION OF EMPLOYMENT; RETURN OF DOCUMENTS




     (a) Employee’s employment relationship with Employer has been permanently and
irrevocably severed, and Employee forever waives any and all claims or right to reinstatement or
future employment with Employer. Employee agrees that Employee shall not at any time seek or
accept future employment with Employer in any capacity. A breach of this subparagraph 6(a) by
Employee shall constitute lawful and just cause to refuse to employ Employee or to terminate
Employee if already employed, and Employee shall have no cause of action against Employer for such
refusal or termination.



     (b) Employee represents and warrants that as of the Consulting Date, Employee has returned to
Employer any and all documents (including electronic and paper documents), software, equipment
(including, but not limited to, computers and computer-related items), and all other materials or
other things (including, but not limited to, identification and keys) in Employee’s possession,
custody or control which are the property of Employer, as well as all copies and derivatives, in
whatever form. Employee represents that Employee has not retained and will not retain any such
documents, software, equipment, materials or other things which are the property of Employer, or
any copies or derivatives thereof.



7. CONFIDENTIALITY OF THIS AGREEMENT, NON DISPARAGEMENT AND REFERENCES




     (a) Employee agrees that the existence, negotiation, terms and conditions of this
Agreement are confidential. Except as expressly permitted by Employer in writing, and except for
disclosures to Employee’s legal and financial advisors and members of Employee’s immediate family,
Employee shall not from the date hereof disclose, directly or indirectly, to any person, this
Agreement, the existence or nature hereof, or the terms or conditions set forth herein, or the
circumstances surrounding Employee’s separation from Employer, and shall take reasonable steps
necessary or appropriate to cause the members of Employee’s family and advisors to abide by such
disclosure restriction. Notwithstanding the foregoing, Employee may disclose the existence, nature
and terms of this Agreement if such disclosure is compelled by applicable law or governmental
regulation.



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     (b) Effective on the Consulting Date, and going forward, Employee has not made and shall not
make or publish any statements that disparage, denigrate or are otherwise critical of Employer or
any of the Releasees.



     (c) In the event Employer’s Human Resources Department receives a reference inquiry regarding
Employee, Employer shall respond to such inquiry in accordance with its standard policy against
releasing performance information and will confirm only the dates of Employee’s employment, and
Employee’s final salary and last position held, and will not provide any additional information
about Employee’s employment, unless additional disclosure is
compelled by applicable law or
governmental regulation.



8. CONSTRUCTION AND INTERPRETATION




     (a) Neither the Agreement nor anything contained herein shall be construed as an admission of
liability for unlawful or wrongful acts, and this Agreement shall not be admissible in any
proceeding as evidence of an admission by Employer of a violation of any federal, state or local
constitutional provision, statute, regulation, ordinance, order or common law.



     (b) Should any provision of this Agreement be declared or be determined by any court to be
illegal or invalid, other than the release and waiver of claims provisions contained
herein, the validity of the remaining parts, terms or provisions shall not be affected thereby and
said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.



     (c) Employer and Employee have had the opportunity to obtain the advice of legal counsel and
to review this Agreement Accordingly, it is agreed that no rule of construction shall apply against
any party or in favor of any party.



     (d) This Agreement is a fully integrated contract and sets forth the entire agreement between
the parties with respect to the financial terms of Employee’s separation and Employee’s release and
waiver of claims against Employer. This Agreement fully supersedes any and all prior agreements or
understandings between the parties, except the Stock Option Agreements to which Employee is a party
and which covers currently outstanding options and except the Stock Option Plan or Plans covering
such agreements shall remain in effect (except to the extent their terms have been modified by the
provisions of this Agreement such as the forfeiture of 150,000 of the
covered options). This
Agreement shall be binding upon the parties hereto and their respective heirs, successors and
assigns and may not be modified except in writing signed by both
Employer and Employee.



     (e) The waiver by Employer of Employee’s breach of any provision of this Agreement shall not
be construed as a waiver of any subsequent breach by Employee of the same or a different provision.



     (f) This Agreement shall be construed and enforced under the laws of Pennsylvania.



9. REASONABLE OPPORTUNITY TO REVIEW




     (a) Employer and Employee acknowledge that they have carefully read and fully
understand the provisions of this Agreement, that they have had a full and fair opportunity to
consider the terms of this Agreement (including the release and waiver of claims set forth herein)
for a reasonable period of time, and that their acceptance of the terms of this Agreement is both
knowing and voluntary.



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     (b) Employee acknowledges that Employee has been advised to consult with a lawyer of
Employee’s choosing and that Employee has had an opportunity to consult with a lawyer of Employee’s
choosing regarding Employee’s lawful remedies and rights as well as the meaning and significance of
the terms of this Agreement.



     (c) Employee represents and acknowledges that in executing this Agreement Employee does
not rely and has not relied upon any representation or statement made by Employer or by any of
the Releasees with regard to the subject matter, basis or effect of this Agreement or
otherwise.



     (d) Employee confirms that Employee has been given twenty-one (21) days to consider the terms
of this Agreement before signing the Agreement. If Employee executes this Agreement prior to the
expiration of the twenty-one (21) day period, Employee acknowledges that Employee does so solely
because Employee already fully and carefully considered the Agreement
before signing it.



     (e) Employee may revoke the release and waiver of claims under the Age Discrimination in
Employment Act by delivering a written revocation to Jay Crosson, SVP of Human Resources, Dick’s
Sporting Goods, 300 Industry Drive, RIDC Park West, Pittsburgh, PA 15275, within seven (7) days
after executing the Agreement. The obligations of Employer set forth in this Agreement
shall not commence until the seven (7) day period set forth herein has expired without Employee’s
revocation. This Agreement (including without limitation the release and waiver of claims) shall
become effective immediately upon the expiration of this seven (7) day period, absent revocation.
If revoked during this period, it shall be null and void. If it is not revoked, it shall be deemed
final at the end of the review and revocation periods described herein. Employee’s acceptance of
any payments described in Paragraph 4 of this Agreement shall constitute an admission by Employee
that Employee did not revoke the release and waiver of claims under the Age Discrimination in
Employment Act as permitted herein.



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10. EFFECTIVE DATE



The effective date of this Agreement shall be on the latest date of execution by the undersigned
parties, but in no event before the expiration of the seven (7) day period set forth in Paragraph
9(e) above.




PLEASE
READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE 

OF ALL KNOWN AND UNKNOWN
CLAIMS.




                    DICK’S
SPORTING GOODS, INC.



	 	 	 	 	 	 	 	 	 
	/s/ Gary M. Sterling
 


	 	 
	 	By:
	 	/s/ Jay G. Crosson
 

	 	 
	Gray M. Sterling

	 	 	 	 	 	Jay G. Crosson, Sr. Vice President	 	 
	 

	 	 	 	 	 	Human Resources	 	 
	 
	 	 	 	 	 	 	 	 
	Dated: 1/31/06	 	 	 	Dated: 1/31/06	 	 






	 	 	 	 	 	 	 	 	 
	COMMONWEALTH OF PENNSYLVANIA

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	SS.:	 	 
	COUNTY OF ALLEGHENY

	 	 	)	 	 	 	 	 






     On this 31 day of January, 2006, before me, the subscriber, personally came Jay G. Crosson,
Senior Vice President of Human Resources, of DICK’S SPORTING GOODS, INC., known to me to be the
same person described in and who executed the within instrument on behalf of DICK’S SPORTING
GOODS, INC. and he duly acknowledged to me that he executed the same.



     Notary Public



	 	 	 	 	 
	 
	 	 	 	
	 
	 	/s/ Rhonda L. Mike
	 
	 	 

	 
	 	 
	 	Notarial Seal
	 
	 	 
	 	Rhonda L. Mike, Notary Public
	 
	 	 	 	Marshall Twp, Allegheny County
	 
	 	 	 	My Commission Expires
February 22, 2007
	 
	 
	 	 	 	Member Pennsylvania Association Of Notaries






	 	 	 	 	 	 	 	 	 
	COMMONWEALTH OF PENNSYLVANIA

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	SS.:	 	 
	COUNTY OF: ALLEGHENY
	 	 	 	 	 	 	 	 






     On this 31 day of January, 2006, before me, the subscriber, personally came Gary
M. Sterling known to me to be the same person described in and who executed the within instrument
and she duly acknowledged to me that she executed the same.


Notary Public




	 	 	 	 	 
	 
	 	 	/s/ Rhonda L. Mike
	 
	 	 	 

	 
	 	 
	 	Notarial Seal
	 
	 	 	 	Rhonda L. Mike, Notary Public
	 
	 	 	 	Marshall Twp, Allegheny County
	 
	 	 	 	My Commission Expires
February 22, 2007
	 
	 
	 	 	 	Member Pennsylvania Association Of Notaries







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