<P align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.3</FONT></P>

<BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3><CENTER><U>RESIGNATION AND GENERAL RELEASE AGREEMENT</U></CENTER></FONT>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Resignation and
General Release Agreement (this “Agreement”) is entered into by and
between Galyan’s Trading Company, Inc., an Indiana corporation (the
“Company”), and Joel L. Silverman, an individual residing at 4612
Brentridge Parkway, Greenwood, Indiana (“Executive”). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>WHEREAS,</B> the Company
and Executive are parties to an employment agreement entered into as of October
1, 2000 (the “Employment Agreement”); </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>WHEREAS,</B>
pursuant to the Employment Agreement Executive has served as President and
Chief Operating Officer of the Company, and Executive has served as a
member of the Company's Board of Directors; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>WHEREAS</B>, effective
March 4, 2002, Executive has resigned from all positions with the Company,
including his position on the Company’s Board of Directors, by mutual
agreement; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>WHEREAS,</B> Executive
and the Company each desire to set forth in this Agreement the terms and
conditions of Executive’s resignation and resolve any and all claims or
potential claims between them arising out of or in any way related to
Executive’s employment with the Company, his separation of employment from
the Company, or his Employment Agreement; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>NOW, THEREFORE,</B> in
consideration of the mutual promises contained herein and
for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        1.        
<B><U>Resignation.</U> </B>The Company and Executive agree and acknowledge that
Executive shall resign, and his employment with the Company will end in all
respects, at the close of business on March 4, 2002 (the “Resignation
Date”). The Company and Executive further agree and acknowledge that
Executive will resign from his position on the Company’s Board of Directors
at the close of business on March 4, 2002. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        2.        
<B><U>Payments and Benefits to Executive.</U></B>  The Company agrees to provide the following payments and benefits to Executive:</FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (a)
the Company shall pay Executive his regular and usual base salary ($550,000
annual rate) and usual benefits earned through the Resignation Date plus his
earned but unpaid bonus for fiscal year 2001; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (b)
the Company shall continue to pay Executive his regular and usual base salary
($550,000 annual rate) through October 1, 2003, pursuant to the Company’s
normal payroll practices and subject to applicable withholdings and authorized
deductions; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (c)
the Company shall pay Executive a Target Bonus for fiscal year 2002 of $330,000,
subject to applicable withholdings and authorized deductions, payable at the
time the Company pays annual bonuses, and without regard to whether the Company
reaches or exceeds its Target Income; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (d)
subject to the terms of the Company’s health insurance plan and subject to
Executive’s timely payment of the Executive portion of the health care
premium, the Company shall also allow Executive to continue his group health
insurance coverage through October 1, 2003. After October 1, 2003, Executive
shall have the option to continue his health insurance pursuant to the
provisions of the Consolidated Omnibus Reconciliation Act of 1985
(“COBRA”), in which event he will be responsible for the full cost of
premiums permitted by COBRA; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (e)
subject to the terms of the Company’s retirement plans and deferred
compensation program, the Company shall provide Executive with a payment equal
to the value of all vested and unvested retirement benefits as of the
Resignation Date, which absent Executive’s resignation would have been
vested as of October 1, 2003; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (f) all unvested options granted to the Executive under the Company's 1999 Stock Option Plan shall vest immediately upon the execution of
this Agreement;</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (g)
all vested options granted to the Executive under the Company’s 1999 Stock
Option Plan, including those vested upon execution of this Agreement, shall be
exercisable through the last day of the Non-Competition Term, as defined herein
in Paragraph 5. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        3.        <B><U>Release.</U></B>
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        
         (a) In consideration
for the obligations contained in this Agreement, Executive acknowledges and
agrees that upon and following the Resignation Date, he shall be entitled to
no further payments, rights, or benefits pursuant to the Employment
Agreement or any other agreement with the Company or any affiliate of the
Company existing as of the date hereof, other than the payments, rights, or
benefits set forth herein. In this regard, Executive hereby (i) waives his
right to receive any further compensation and benefits from the Company or
any affiliate of the Company pursuant to the Employment Agreement or any
other agreement with the Company or any affiliate of the Company existing as
of the date hereof (other than pursuant to this Agreement), and (ii) agrees
that all other obligations of the Company pursuant to the Employment
Agreement (including, without limitation, all payment and benefit
obligations pursuant to the Employment Agreement, and all obligations
arising out of the termination of the Employment Agreement) are hereby
discharged; <U>provided</U>, <U>however</U>, that nothing in this Agreement
shall affect (x) any vested interest Executive may have in Galyan's Trading
Company, Inc.'s 401(k) Plan, or (y) any COBRA rights Executive may have.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        
         (b) Except for those obligations created by or arising out of this
Agreement, Executive, on behalf of himself, his descendants, dependents,
heirs, executors, administrators, assigns, and successors, and each of them,
acknowledges full and complete satisfaction of and releases and discharges
and covenants not to sue the Company, its subsidiaries, parent, and
affiliated companies, past and present, and each of them, as well as its and
their trustees, directors, officers, agents, attorneys, insurers, and
employees, past and present, and each of them, (together and each of them
collectively referred to as "Releasees") from and with respect to any and
all claims, wages, agreements, obligations, demands, and causes of action,
known or unknown, suspected or unsuspected, arising out of or in any way
connected with Executive's employment relationship with the Company, the
termination of the Employment Agreement, Executive's termination from
employment, or any other transactions, occurrences, acts, or omissions or
any loss, damage, or injury whatever, known or unknown, suspected or
unsuspected, resulting from any act or omission by or on the part of said
Releasees, or any of them, committed or omitted prior to the date of this
Agreement (collectively "Claims"). Without limiting the generality of the
foregoing, Executive acknowledges and agrees that the claims being released
include, but are not limited to, any claim under Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Family and Medical Leave Act of 1993, the Indiana
Civil Rights Law, or common law theory, or any Claim for severance pay,
bonus, stock options, sick leave, holiday pay, vacation pay, life insurance,
health or medical insurance, or any other fringe benefit.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        4.        
<B><U>ADEA Waiver.</U></B> Executive expressly acknowledges and agrees
that among the matters waived are any and all rights or claims arising under the
Age Discrimination in Employment Act of 1967, as amended (the “ADEA”),
which have arisen on or before the date of execution of this Agreement. Because
the ADEA contains special provisions affecting the release of ADEA claims,
Executive also expressly acknowledges and agrees that: </FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (a)
in return for this Agreement, he will receive consideration,
<U>i.e.</U>, something of value, beyond that which he was already entitled to
receive before entering into this Agreement;</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (b)
he was orally advised by the Company and is hereby advised in writing to
consult with an attorney before signing this Agreement;</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (c)
he was given a copy of this Agreement on February 21, 2002, and informed that he had 21 days within which to consider the Agreement;
and</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%> </TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>           (d)
he has been informed that he has seven days following the date he executes this
Agreement in which to revoke it, understanding that the Agreement will not be
effective or enforceable until this seven-day revocation period has expired
without revocation. Any revocation of the Agreement must be in writing and
delivered to Chuck Nelson before expiration of the revocation period. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        5.        
<B><U>Non-Competition.</U></B><U></U> Executive acknowledges that by virtue of
his position with the Company he has been given access to confidential and
highly sensitive non-public information of substantial importance to the
Company, including but not limited to financial information, identities of
distributors, contractors, and vendors utilized in the Company’s business,
non-public forms, contracts, and other documents used in the Company’s
business, trade secrets used, developed, or acquired by the Company, information
concerning the manner and details of the Company’s operation, organization
and management, the Company’s business plans and strategies, price
information, customer lists, and research and development data, and that the
services he has provided to the Company are unique. For a period of two (2)
years commencing on the Resignation Date (the “Non-Competition Term”),
Executive agrees that he will not directly or indirectly engage in, as an
employee, consultant, or otherwise, any business in the United States primarily
engaged in the retail sporting goods or retail sports apparel business, nor will
he accept employment, consult for, or participate, directly or indirectly, in
the ownership or management of any enterprise in the United States engaged in
such a business. Notwithstanding the foregoing, Executive may invest as the
holder of not more than four percent (4%) of the outstanding shares of any
corporation whose stock is listed on any national or regional securities
exchange or reported by the National Association of Securities Dealers Automated
Quotation System or any successor thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        6.        
<B><U>Non-Solicitation.</U></B><U></U> For a period of two (2) years, commencing
on the Resignation Date (the “Non-Solicitation Term”), Executive
and/or any entity with which he is at the time affiliated (and which is not
affiliated with the Company), shall not, directly or indirectly, hire or offer
to hire or entice away or in any other manner persuade or attempt to persuade
any officer, employee, agent, or customer of the Company or any of its
affiliates, or any person who supplies goods or services or licenses intangible
or tangible property to the Company or any of its affiliates to discontinue his,
her, or its relationship with such entity. Executive represents and warrants
that he has not, prior to the date hereof, acted or failed to act in a way that
would constitute a breach of the terms of this covenant not to solicit. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        7.        
<B><U>Confidential or Proprietary Information or Material.</U></B>
Executive recognizes and acknowledges that, through his association with the
Company, he has had access to confidential or proprietary information or
material relating in the reasonable opinion of the Company to the Company’s
operations or businesses, including the Company’s subsidiaries, which he
may have obtained from the Company, its subsidiaries, or their officers,
directors, or employees, or otherwise by virtue of his employment by the
Company. Confidential or proprietary information or material includes, without
limitation, the following types of information or material, both existing and
contemplated, regarding the Company, its direct or indirect parents,
subsidiaries, affiliates, or related companies: proprietary data processing
systems and software; corporate information, including contractual arrangements,
plans, strategies, tactics, policies, resolutions, patent, copyright, trademark,
and tradename applications, and any litigation or negotiations; marketing
information, including sales or product plans, strategies, methods, customers,
prospects, or market research data; financial information, including cost and
performance data, debt arrangements, equity structure, investors, and holdings;
operations and scientific information, including trade secrets and technical
information; and personnel information, including personnel lists, resumes,
personnel data, organizational structure, and performance evaluations; provided,
however, that confidential or proprietary information or material does not
include any information or material that is generally available to the public.
Executive recognizes that this confidential or proprietary information or
material constitutes a valuable and unique asset of the Company, developed and
perfected over considerable time and at substantial expense to the Company.
Executive shall not disclose, without the written consent of the Company or as
required by law, to any person, firm, partnership, association, or corporation
such confidential or proprietary information or material, and Executive agrees
to hold such confidential or proprietary information or material in trust for
the sole benefit of the Company. Executive shall not, for the direct or indirect
benefit of himself or another: (1) take with him, without the written consent of
the Company, any lists of Company customers or potential customers, pricing
lists, or other documents, computer software, electronically-stored data,
recordings, master videotapes of any of the foregoing, or any other confidential
or proprietary information or material; or (2) reconstruct the same or similar
information from memory or from some other source associated with the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        8.        
<B><U>Non-Disparagement/No Publicity.</U></B> Executive agrees not to
make any disparaging remarks, or any remarks that could reasonably be construed
as disparaging, regarding the Company or its officers, directors, employees,
partners, owners, affiliates, or agents. Executive further agrees that he will
not take any action or provide information or issue statements, to the media or
otherwise, or cause anyone else to take any action or provide information or
issue statements, to the media or otherwise, regarding the Company or its
officers, directors, employees, partners, owners, affiliates, or agents. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        9.        
<B><U>Confidentiality.</U> </B>Executive agrees to keep the terms of this
Agreement confidential and agrees that he will not disclose any information
concerning it to anyone, except that he may disclose the terms of this Agreement
to his attorneys, accountants, advisors, and immediate family members, provided
that he advises such persons of the confidential nature of this Agreement and
they agree not to disclose such information further, and except as may otherwise
be necessary to enforce its terms or as required by law. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        10.       
<B><U>Representation and Warranties.</U></B> Executive hereby represents
and warrants that (i) he is free to enter into this Agreement and that he is not
subject to any obligations or disabilities which will or might prevent him or
interfere with his keeping and performing all of the agreements, covenants, and
conditions to be kept or performed hereunder, and (ii) he has not
heretofore assigned or transferred to any person not a party to this Agreement
any released matter or any part or portion thereof and he shall defend,
indemnify, and hold harmless the Company from and against any claim (including
the payment of attorneys’ fees and costs actually incurred whether or not
litigation is commenced) based on or in connection with or arising out of any
such assignment or transfer made, purported, or claimed. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        11.       
<B><U>Amendments; Waivers.</U></B>  This Agreement may be amended only by
agreement in writing of each of the parties hereto.  No waiver of any provision
or consent to any exception to the terms of this Agreement shall be effective
unless in writing and signed by the party to be bound and then only to the
specific purpose, extent, and instance so provided.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        12.       
<B><U>Severability.</U></B> If any provision of this Agreement or the
application thereof is held invalid, the invalidity shall not affect other
provisions or applications of the Agreement which can be given effect without
the invalid provisions or application and, to this end, the provisions of this
Agreement are declared to be severable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        13.       
<B><U>Entire Agreement.</U></B> This instrument constitutes and contains
the entire agreement and final understanding concerning Executive’s
employment, separation from the same, and the other subject matters addressed
herein between the parties. It is intended by the parties as a complete and
exclusive statement of the terms of their agreement. It supersedes and replaces
all prior negotiations and all agreements, proposed or otherwise, whether
written or oral, concerning the subject matters hereof. Any representation,
promise, or agreement not specifically included in this Agreement shall not be
binding upon or enforceable against either party. This is a fully integrated
agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        14.       
<B><U>Further Action.</U></B> The parties shall execute and deliver all
documents, provide all information and take or forbear from taking all action as
may be necessary or appropriate to achieve the purposes of this Agreement.
Nothing herein shall prohibit Executive from seeking a judicial determination of
the validity of the waivers set forth herein. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        15.       
<B><U>Governing Law.</U></B> This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana applicable to contracts
made and performed in the State of Indiana and without regard to conflicts
of laws doctrines. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        16.       
<B><U>Succession.</U></B> This Agreement shall be binding upon and enforceable by, and
shall inure to the benefit of, the Company and its respective successors and
assigns. The obligations and duties of Executive hereunder are personal and
not assignable, and any attempt of assignment or transfer of Executive's
duties or obligations shall be void. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        17.       
<B><U>Headings.</U></B> The headings of the several paragraphs herein are inserted for
convenience of reference only and are not intended to be a part of or to
affect the meaning of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        18.       
<B><U>Arbitration.</U></B> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) Any controversy or
claim arising out of or relating to this Agreement, its enforcement,
arbitrability, or interpretation, or because of an alleged breach, default, or
misrepresentation in connection with any of its provisions, or arising out of or
relating in any way to Executive’s employment or termination of the
same,<B> </B>including, without limiting the generality of the foregoing, any
alleged violation of statute, common law, or public policy, shall be submitted
to final and binding arbitration, to be held in Hendricks<B>, </B>Indiana before
a single arbitrator. The arbitrator shall be selected by mutual agreement of the
parties or, if the parties cannot agree, then by striking from a list of
arbitrators supplied by the American Arbitration Association or JAMS. The
arbitrator shall issue a written opinion revealing, however briefly, the
essential findings and conclusions upon which the arbitrator’s award is
based. The Company will pay the arbitrator’s fees and arbitration expenses
and any other costs associated with the arbitration hearing (recognizing that
each side bears its own deposition, witness, expert, and attorneys’ fees
and other expenses as and to the same extent as if the matter were being heard
in court). If, however, any party prevails on a statutory claim that affords the
prevailing party attorneys’ fees and costs, then the arbitrator may award
reasonable fees and costs to the prevailing party. Any dispute as to the
reasonableness of any fee or cost shall be resolved by the arbitrator. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) Except as may be
necessary to enter judgment upon the award or to the extent required by
applicable law, all claims, defenses, and proceedings (including, without
limiting the generality of the foregoing, the existence of a controversy and the
fact that there is an arbitration proceeding) shall be treated in a confidential
manner by the arbitrator, the parties and their counsel, each of their agents,
and employees and all others acting on behalf of or in concert with them.
Without limiting the generality of the foregoing, no one shall divulge to any
third party or person not directly involved in the arbitration the content of
the pleadings, papers, orders, hearings, trials, or awards in the arbitration,
except as may be necessary to enter judgment upon an award as required by
applicable law. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>        19.       
<B><U>Counterparts.</U></B> This Agreement may be executed in one or more
counterparts, and by different parties in separate counterparts. All of such
counterparts shall constitute one and the same instrument. A signature by
facsimile shall have the same force and effect as an original. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The undersigned have read
and understand the consequences of this Agreement and voluntarily sign it.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXECUTED this 6th day of
March 2002, at Indianapolis (city), Indiana (state).</FONT></P>

<TABLE width=100%>
<TR>
<TD width=50%> </TD>
<TD width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>/s/ Joel L. Silverman</U><BR>
Joel L. Silverman</FONT></TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXECUTED this 12th day
of March 2002, at Indianapolis (city), Indiana (state).</FONT></P>

<TABLE width=100%>
<TR>
<TD width=50%> </TD>
<TD width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Galyan's Trading Company, Inc.</FONT></TD>
<TR>
</TABLE>

<BR>
<BR>

<TABLE width=100%>
<TR>
<TD width=50%> </TD>
<TD width=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By:<U>   /s/ Robert B. Mang             </U><BR>
Name: <U>Robert B. Mang               </U><BR>
Title: <U>Chief Executive Officer and Chairman</U></FONT></TD>
</TR>
</TABLE>