EX-10.2






Exhibit 10.2




AGREEMENT AND GENERAL RELEASE 




     Dick’s Sporting Goods, Inc. (hereinafter the “Parent”), Golf Galaxy, Inc. (hereinafter
“Employer” or “Company”) and Randall K. Zanatta, his heirs, executors, administrators, successors,
and assigns (collectively referred to throughout this Agreement as “Employee”), agree to and intend
to be legally bound by the following:



     1. Last Day of Employment. Employee’s last day of employment with Employer will be or
has been July 18, 2008.



     2. Consideration. In consideration for signing this Agreement and General Release
(“Agreement”) and in consideration of Employee’s adherence to the promises made herein, Parent and
Employer agree that Employee shall receive the following:



          (a) a lump sum payment in cash equal to two (2) times Employee’s current base salary, which is
Seven Hundred and Ten Thousand Dollars ($710,000.00), less standard income and payroll tax
withholding and other authorized deductions, payable no sooner than the execution of this Agreement
and no later than five (5) business days after the expiration of the revocation period set forth in
Paragraph 4 below;




          (b) a lump sum payment in cash equal to Eighty-Eight Thousand Seven Hundred Fifty Dollars
($88,750.00), less standard income and payroll tax withholding and other authorized deductions (the
“Section 2(b) Payment”), payable no sooner than the execution of this Agreement and no later than
five (5) business days after the expiration of the revocation period set forth in Paragraph 4
below, plus two (2) times the Incentive Bonus, if any paid in cash (as defined in Section 2.3 of
the Second Amended and Restated Employment Agreement by and among the Employer, Employee and Dick’s
Sporting Goods, Inc. dated February 13, 2007 (the “Employment Agreement”)), less the Section 2(b)
Payment and less standard income and payroll tax withholding and other authorized deductions, for
the 2008 fiscal year, payable based on the actual achievement of the Performance Targets (as
defined in Section 2.3 of the Employment Agreement) for such 2008 fiscal year if, and to the
extent, such Performance Targets for such fiscal year are achieved (payment will be made at the
same time as the Parent makes payment of such bonuses to other similarly situated employees as the
Employee);




          (c) Employee hereby elects to continue health (medical and dental) coverage in accordance with
the continuation requirements of COBRA, and Employer or Parent shall pay the cost of said coverage
for a period of time that begins upon the execution of this Agreement and the expiration of the
revocation period set forth in Paragraph 4 and continues for a period of eighteen (18) months.
During the period from July 18, 2008 through July 31, 2008, Employee shall continue to be covered
as an active employee under Employer’s health coverage and the 18-month continuation period shall
commence August 1, 2008. This period of continued health coverage being paid for by Employer or
Parent shall be deemed to run concurrent with the continuation period federally mandated by COBRA,
or any other legally mandated and applicable federal, state, or local coverage period for benefits
provided to terminated employees. In addition, Employee shall receive an amount in cash equal to
six (6) months of COBRA Premiums, as defined in the Employment Agreement, payable no sooner than
the execution of




 









 







this Agreement and no later than five (5) business days after the expiration of the revocation
period set forth in Paragraph 4 below;




          (d) for a twenty-four (24) month period from July 18, 2008, but only to the extent Parent’s
and/or Employer’s current benefit and/or welfare plans permit continuing coverage for ex-employees
without a material increase in premiums, the Company shall continue on behalf of Employee, life
insurance, disability insurance and any/all other benefits which were being provided to Employee as
of July 18, 2008 prior to the termination of Employee’s employment, including the employee discount
program as currently in effect, with the expense allocated between the Company and Employee on the
same basis prior to July 18, 2008, and in accordance with the terms and conditions set forth in
Section 4.5(a)(ii) of the Employment Agreement; and provided, further, that if Parent or Company’s
benefit and/or welfare plans (other than medical and dental) do not permit such benefits to be
given to Employee for the twenty-four (24) month period from July 18, 2008, Employee shall receive
as soon as practicable after such determination has been made (but not later than August 31, 2008),
in lieu thereof, an amount in cash equal to the actual cost then paid by Parent and/or Company for
such benefits for the Employee individually (as measured at July 18, 2008) for the twenty-four (24)
months less the time period for which Employee received benefits pursuant to Parent or Company’s
benefit and/or welfare plans after July 18, 2008;




          (e) Employee’s Special Option (as defined in Section 2.4 of the Employment Agreement) set
forth on Schedule A attached hereto and incorporated hereby, shall immediately vest upon
the expiration of the revocation period in paragraph 4 and shall become exercisable from the
expiration of the revocation period in paragraph 4 until February 13, 2012 in accordance with the
terms of the Stock Option Agreement entered into with respect to the Special Option;




          (f) the unvested portion of Employee’s Time Vested Restricted Stock (as defined in Section 2.5
of the Employment Agreement), in the amount of 75,000 shares of Parent common stock (the “Shares”),
shall immediately vest upon the expiration of the revocation period in paragraph 4; provided,
however, that all other unvested shares of restricted stock granted to Employee, including the
Performance Vested Shares, as set forth on Schedule A attached hereto and incorporated
hereby, shall immediately be forfeited by Employee to Parent on the date hereof and such shares
shall be cancelled and void (the “Forfeited Shares”), and any physical stock certificates
representing the Forfeited Shares shall be immediately returned to Parent for cancellation; as soon
as administratively practicable following the expiration of the revocation period in paragraph 4,
and upon the payment by Employee of all applicable withholding taxes, if any, Parent shall deliver
or cause to be delivered to Employee the Shares, which may be in the form of a certificate(s) equal
in number to the applicable Shares which Shares shall not be subject to any stop order, any
transfer restriction (other than those imposed by the holder or as otherwise required by law) or
restrictive legend. The Company shall have the authority to withhold, or to require Employee to
remit to the Company, prior to issuance or delivery of any Shares or the removal of any stop order
or transfer restrictions on the Shares or any restrictive legends on the certificates representing
the Shares, an amount sufficient to satisfy federal, state and local tax withholding requirements
associated with the Shares. Additionally, if Employee fails to tender to the Company an amount
sufficient to satisfy federal, state and local tax withholding requirements associated with the
Shares, the Company, in its sole discretion,





-2-









 







shall have the right to withhold from Employee Shares with a fair market value equal to all
federal, state and local tax withholding requirements associated with this Award. Employee agrees,
upon demand of the Company, to do all acts and execute, deliver and perform all additional
documents, instruments and agreements that may be required by the Company or Parent to implement
the provisions and purposes of this Agreement as it relates to the Shares;




          (g) all of Employee’s employee stock option(s) granted under the Company’s stock option plan
prior to February 13, 2007 that were converted into and became exercisable for shares of Parent
common stock, par value $0.01 per share and held by Employee on July 18, 2008, which are set forth
on Schedule A attached hereto and incorporated hereby (the “Assumed Options”), shall to the
extent not already vested, vest upon the expiration of the revocation period in paragraph 4 and
result in such stock options becoming exercisable for the period specified in the section of the
respective Company option agreement(s) relating to the vesting of such options in the event of
termination of employment, or, if no period is specified, then for six (6) months from the date
they vest, after which time the option(s) shall expire; and




          (h) All of Employee’s stock options (other than the Special Option and Assumed Options) that
have vested as of July 18, 2008, which are set forth on Schedule A attached hereto and
incorporated hereby, shall be exercisable for ninety (90) days following July 18, 2008 or as
otherwise set forth in the Plan after which time the options shall expire.




          In addition, Employee shall be entitled to transfer Employee’s current cell phone number to a
new phone owned by Employee, and shall return any cell phone owned by the Company or Parent in
accordance with Section 9 of this Agreement. Employee shall have the ability prior to July 18,
2008 to remove any personal, non-work related information or files from any laptop computer
provided to him by Employer or Parent, so long as none of such information or files constitute
Confidential Information (as defined in Section 3.2 of the Employment Agreement), and shall
otherwise return such laptop in accordance with Section 9 of this Agreement. During the 90 days
after July 18, 2008, Employer will cause mail addressed to Employee that does not relate in any way
to Employer’s business, to be promptly forwarded to Employee, and will cause a mutually-agreed upon
automatic response to be utilized in connection with the Employee’s email account.




     3. No Consideration Absent Execution of this Agreement. Employee understands and
agrees that Employee would not receive the benefits specified in Paragraph “2” above, except for
Employee’s execution of this Agreement and the fulfillment of the promises contained herein.
Further, as set forth in Section 4.5(c) of Employee’s Employment Agreement, Employee acknowledges
that he is entitled to the severance pay and benefits set forth above only if he fully complies
with (i) the confidentiality obligations under Section 3.2 of his Employment Agreement, (ii) his
non-competition and non-inducement obligations under Section 3.3 of his Employment Agreement, and
(iii) his disclosure and assignment obligations under Section 3.4 of his Employment Agreement.
Further, Employee understands and agrees that if he does not sign this Agreement, if he rescinds
this Agreement after signing, or if he does not fully comply with the confidentiality,
non-competition, non-inducement, and/or disclosure an assignment requirements of Sections 3.2, 3.3
and 3.4 of his Employment Agreement, he will not be entitled to the severance pay or benefits set
forth in Section 2 of this Agreement and will be obligated to return any severance pay and/or
benefits already received.



-3-









 





     4. Revocation. Employee may revoke this Agreement for a period of fifteen (15)
calendar days following the day Employee executes this Agreement. Any revocation within this
period must be submitted, in writing, to Diane E. Lazzaris, Esq., Senior Vice President- Legal and
General Counsel of Parent and state, “I hereby revoke my acceptance of our Agreement.” The
revocation must be personally delivered to Diane E. Lazzaris or her designee, or mailed to Diane E.
Lazzaris certified mail, return receipt requested and postmarked within fifteen (15) calendar days
of execution of this Agreement. This Agreement shall not become effective or enforceable until the
revocation period has expired.



     5. General Release of Claims. Employee knowingly and voluntarily releases and forever
discharges Employer, its parent, affiliates, subsidiaries, divisions, predecessor companies, their
successors and assigns, their affiliated and predecessor companies and the current and former
employees, attorneys, shareholders, members, officers, directors and agents thereof and the current
and former trustees or administrators of any pension or other benefit plan applicable to the
employees or former employees of Employer (collectively referred to throughout the remainder of
this Agreement as “Releasees”), of and from any and all claims, demands, liabilities, obligations,
promises, controversies, damages, rights, actions and causes of action, known and unknown, which
the Employee has or may have against Releasees as of the date of execution of this Agreement,
examples include, but are not limited to, any alleged violation of:




	 	•	 	Title VII of the Civil Rights Act of 1964, as amended;
	 
	 	•	 	The Civil Rights Act of 1991;
	 
	 	•	 	Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
	 
	 	•	 	The Employee Retirement Income Security Act of 1974, as amended;
	 
	 	•	 	The Immigration Reform and Control Act, as amended;
	 
	 	•	 	The Americans with Disabilities Act of 1990, as amended;
	 
	 	•	 	The Age Discrimination in Employment Act of 1967, as amended;
	 
	 	•	 	The Older Workers Benefit Protect Act;
	 
	 	•	 	The Workers Adjustment and Retraining Notification Act, as amended;
	 
	 	•	 	The Occupational Safety and Health Act, as amended;
	 
	 	•	 	The Equal Pay Act of 1963;
	 
	 	•	 	Uniformed Services Employment and Reemployment Rights Act
	 
	 	•	 	The Consolidated Omnibus Budget Reconciliation Act of 1985;
	 
	 	•	 	The Minnesota Human Rights Act
	 
	 	•	 	Any other federal, state or local civil or human rights law or any other local,
state Any public policy, contract, tort, or common law; or
	 
	 	•	 	Any allegation for costs, fees, or other expenses including attorneys’ fees incurred
in these matters (all of the above collectively referred to as “Claims”).





     This release is intended to be a general release, and excludes from such release only
(i) any pre-existing obligation of Employer and/or Parent to provide indemnification to Employee as
an officer of the corporation under Employer’s or Parent’s articles of incorporation or bylaws
consistent with applicable law, (ii) Employee’s vested benefits pursuant to applicable benefit
and/or welfare plans of Employer and/or Parent, and (iii) those claims under any statute




-4-











 




or common law that Employee is legally barred from releasing. Employee is advised to seek
independent legal counsel if Employee seeks clarification on the scope of this release.




     Nothing herein is intended to or shall preclude Employee from filing a charge with any
appropriate federal, state, or local government agency and/or cooperating with said agency in its
investigation. Employee, however, explicitly waives any right to file a personal lawsuit or receive
monetary damages that the agency may recover against Releasees, without regard as to who brought
any said complaint or charge.



     6. Affirmations. Employee represents and agrees by signing below that Employee has
not been denied any leave or benefit requested, has received the appropriate pay for all hours
worked for Employer and has no known workplace injuries or occupational diseases. Employee affirms
that Employee has not filed, nor has Employee caused to be filed, nor is Employee presently a party
to any claim, complaint, or action against Releasees in any forum or form. Other than the
consideration set forth in Paragraph 2, Employee further affirms that Employee has been paid and/or
has received all leave (paid or unpaid), compensation, wages, bonuses and/or commissions to which
Employee may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses
and/or commissions are due to Employee, except as provided in this Agreement. Employee
acknowledges that Employee received with this Agreement a COBRA notice advising of Employee’s
rights under COBRA.



     7. Confidentiality. Employee agrees not to disclose any information regarding the
existence or substance of this Agreement, except to Employee’s spouse, tax advisor, and an attorney
with whom Employee chooses to consult regarding Employee’s consideration of this Agreement except
as compelled to do so by process of law. Any internal or external communication related to or in
connection with this Agreement, the Company or Parent are required to be pre-approved by the
Executive Vice President- Administration or Chief Executive Officer of Parent. For the sake of
clarity, the parties agree that Employee may, without any pre-approval and after Employer or Parent
makes its public announcement of the separation of Employee from his employment relationship with
Employer, inform others that he will no longer be employed by Employer or Parent after July 18,
2008.



     8. Governing Law and Interpretation. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota without giving effect to the
principles of conflicts of law.



     9. Return of Employer Property. By July 18, 2008, Employee agrees to return any and
all of Employer’s property currently in Employee’s possession. Employee acknowledges and agrees
that any and all developments, works of authorship, inventions and other works embodying
intellectual property rights (“Works”) created by Employee, either alone or with others, during the
scope of Employee’s employment with Employer are owned by Employer. To the extent that a Work is
a work of copyright, Employee acknowledges and agrees that the Work is a “work made for hire” under
the U.S. Copyright Act. To the extent a Work is not a “work made for hire,” Employee transfers and
assigns all right, title and interest in and to the Work to Employer and agrees to execute such
documents and take such further actions reasonably requested by Employer (and at Employer’s expense
without additional compensation to Employee) to perfect in Employer the ownership of such Works.



-5-









 





     10. Severability. If any term, provision or paragraph of this Agreement is determined
by a court of competent jurisdiction to be invalid or unenforceable for any reason, such
determination shall be limited to the narrowest possible scope in order to preserve the
enforceability of the remaining portions of the term, provision or paragraph, and such
determination shall not affect the remaining terms, provisions or paragraphs of this Agreement,
which shall continue to be given full force and effect.



     11. Nonadmission of Wrongdoing. The Parties agree that neither this Agreement nor the
furnishing of the consideration for this Release shall be deemed or construed at anytime for any
purpose as an admission by Employer, or evidence of any liability or unlawful conduct of any kind.



     12. Amendment. This Agreement may not be modified, altered or changed except in
writing and signed by both parties wherein specific reference is made to this Agreement.



     13. Entire Agreement. Except for the agreements referenced herein which by their
terms survive, no prior or contemporaneous oral or written agreements or representations may be
offered to alter the terms of this Agreement which represents the entire agreement of the parties
with respect to the subject matter hereof. To the extent Employee has entered into an enforceable
agreement with Employer that contains provisions that are not in direct conflict with provisions in
this Agreement, the terms of this Agreement shall not supersede, but shall be in addition to, any
other such agreement.



     14. Signatures. This Agreement may be executed in counterparts, any such copy of which
to be deemed an original, but all of which together shall constitute the same instrument.



     15. Assignment. Employer and Releasees have the right to assign this Agreement, but
Employee does not. This Agreement inures to the benefit of the successors and assigns of the
Employer, who are intended third party beneficiaries of this Agreement.



     EMPLOYEE HAS BEEN ADVISED THAT EMPLOYEE HAS AT LEAST TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER
THIS AGREEMENT, AND FIFTEEN (15) CALENDAR DAYS TO REVOKE AFTER EXECUTION. EMPLOYEE IS HEREBY
ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY OF EMPLOYEE’S CHOICE PRIOR TO EXECUTION OF THIS
AGREEMENT.



     EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT
RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.



     HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO
RECEIVE THEREBY THE BENEFITS SET FORTH IN PARAGRAPH “2” ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND
AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL
RELEASABLE CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST EMPLOYER.



-6-









 





     IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement as of
the date set forth below:



	 	 	 	 	 	 	 
	By:

	 	/s/ Timothy E. Kullman
 

Employer
	 	  /s/ Randall K. Zanatta
 

Employee
	 	 
	 
	 	 	 	 	 	 
	Date:

	 	June 26, 2008
	 	Date: June 26, 2008	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Timothy E. Kullman	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Parent	 	 	 	 






[Signature Page Agreement and General Release for Randall K. Zanatta]




-7-









 








Schedule A

(Amounts and prices set forth on this Schedule A reflect the two-for-one stock split effectuated by

Parent in October of 2007; and shall be further adjusted to reflect any future stock splits)




Section 2(e)- Special Option





	•	 	Non-Qualified Stock Option, granted November 16, 2006, exercisable for 330,000 shares of
Parent common stock at an exercise price of $27.295 per share




Section 2(f)- Unvested Restricted Stock forfeited under this Agreement and which are hereby
cancelled:





	•	 	75,000 shares of Restricted Stock, granted February 13, 2007 pursuant to that certain
Restricted Stock Award Agreement entered into by and between Employee and Parent (the
“Performance Vested Shares”)






	•	 	7,898 shares of Restricted Stock, granted March 27, 2008 by the Compensation Committee of
Dick’s Sporting Goods, Inc.





Section 2(h)- Assumed Options





	•	 	Non-Qualified Stock Option granted July 19, 1999, exercisable for 7,720 shares of Parent
common stock at an exercise price of $7.41 per share






	•	 	Non-Qualified Stock Option granted March 14, 2000, exercisable for 7,720 shares of Parent
common stock at an exercise price of $7.41 per share






	•	 	Non-Qualified Stock Option granted April 26, 2001, exercisable for 5,790 shares of Parent
common stock at an exercise price of $8.165 per share






	•	 	Non-Qualified Stock Option granted May 4, 2004, exercisable for 7,720 shares of Parent
common stock at an exercise price of $8.165 per share






	•	 	Non-Qualified Stock Option granted May 3, 2005, exercisable for 17,370 shares of Parent
common stock at an exercise price of $10.365 per share






	•	 	Non-Qualified Stock Option granted July 28, 2005, exercisable for 6,686 shares of Parent
common stock at an exercise price of $18.135 per share






	•	 	Non-Qualified Stock Option granted July 28, 2005, exercisable for 9,524 shares of Parent
common stock at an exercise price of $18.135 per share






	•	 	Non-Qualified Stock Option granted June 22, 2006, exercisable for 19,300 shares of Parent
common stock at an exercise price of $16.905 per share





Section 2(g)- Vested Stock Options (other than Special Option or Assumed Options)





	•	 	Non-Qualified Stock Option grant of 100,000 shares of Parent Common Stock, granted June 6,
2007,of which 25,000 shares have vested and are exercisable as of July 18, 2008, at an
exercise price of $27.19 per share






-8-