EX-10.1






Exhibit 10.1




SEPARATION AGREEMENT



This Separation Agreement (“Agreement”) is made as of April 13, 2009 and entered into by and
between Dick’s Sporting Goods, Inc. (“Employer”) and Gwendolyn K. Manto (“Employee”):




     WHEREAS, Employee was employed by Employer as Executive Vice President — Chief Merchandising
Officer; and



     WHEREAS, Employee’s last day of employment with Employer is April 13, 2009, (the “Termination
Date”); and



     NOW THEREFORE, with the intent to be legally bound hereby, and in consideration of the mutual
promises contained herein (including the above “whereas” clauses which are incorporated into this
Agreement in full) the receipt and adequacy of which are hereby acknowledged, Employer and Employee
agree as follows:




	1.	 	SEVERANCE PAY & BENEFITS






	 	 	 	Provided Employee executes this Agreement, and has not revoked her acceptance of this
Agreement as permitted by paragraph 6, and this Agreement has become  effective
within thirty (30) days of the Termination Date, Employer shall pay Employee (i) a
lump sum payment as a one-time separation payment in the gross amount of One Hundred
Seventy-Five Thousand Dollars ($175,000.00) minus all deductions required by law
(“Separation Payment”) and (ii) a severance amount in the gross amount of Eight
Hundred Four Thousand Six Hundred Eighty Seven Dollars and Fifty Cents ($804,687.50),
minus all deductions required by law (“Severance”), and in accordance with the
following terms and schedule:
	 
	 	(a)	 	The Separation Payment will be made within thirty (30) days of the Effective
Date of this Agreement. The first installment of the Severance in the amount of
Twenty Six Thousand Eight Hundred Twenty Two Dollars and Ninety Two Cents
($26,822.92), minus all required deductions, will be paid on the first regular pay
date after the Effective Date.
	 
	 	(b)	 	The balance of the Severance shall be paid in Twenty-Nine (29) equal
installments of Twenty Six Thousand Eight Hundred Twenty Two Dollars and
Ninety Two Cents ($26,822.92), minus all required deductions. The first
installment shall be paid on the first regular pay date after the Severance payment
described in subparagraph 1(a) of this Agreement. Subsequent installments shall
be paid every two weeks thereafter in accordance with Employer’s established
payroll practices on Employer’s regular pay dates until the final such payment has
been made (“End of Severance Period”).
	 
	 	(c)	 	All the payments described or made in this Agreement, including in
paragraph 1
hereof will be subject to normal and ordinary payroll deductions and all




 









 






	 	 	 	withholdings or taxes required by law, and in addition to such deductions, withholding and
taxes any amounts authorized by the Employee. Further, the Employer and Employee agree that
so long as Employer has made or makes at least four (4) payments of Severance, the Employer
may, at its election, suspend any further payment of Severance to Employee if at any time
Employee is in violation of any term of subparagraph 3(b) hereof, and may continue to
suspend any such payments during the period that Employee is in violation of such
agreement; provided, however, that prior to suspending any Severance payments, Employer
shall provide Employee with notice of the alleged violation and a reasonable opportunity
for the Employee to cure the alleged violation by compensating the Employer for any damages
incurred and by reinstating the status quo prior to the violation; such cure period to be
not less than ten (10) calendar days after the date the Employer gives such notice and
shall be up to thirty (30) calendar days if the alleged violation is not one by its terms
that could be cured within ten (10) calendar days and Employee is making diligent efforts
to cure. Further, Employee and Employer agree that so long as Employer has made or makes at
least four (4) payments of Severance, Employer is under no further obligation to make any
Severance payments after the date that Employee has obtained employment that is
substantially similar in compensation as Employee received while actively employed by
Employer. Any other employment’s compensation will be deemed to be “substantially similar”
to that which was paid by Employer if compensation from such other employment, on an annual
basis, is actually paid at or set at not less than 80% (as determined on a pre-tax and
pre-withholding basis in dollars) of Five Hundred Fifteen Thousand Dollars ($515,000.00).
	 
	 	(d)	 	As of the Termination Date, all of Employee’s benefits shall cease except as otherwise
specifically set forth herein. However, if Employee executes this Agreement and does not
revoke her acceptance of it and if Employee elects health insurance coverage through COBRA,
then Employer will pay the full cost of COBRA coverage for Employee and her eligible
dependents (based on her current election of family coverage) for a period of time that begins
upon Effective Date and continues for a period of fifteen (15) months thereafter; provided,
however, at each date that a normal payroll is paid by Employer during the time the Employer
is paying for COBRA, Employee hereby agrees and hereby authorizes that she will be billed
during each normal pay cycle of Employer by CONEXIS Benefits Administrators, LP (or any other
authorized agent of Employer), as a reimbursement to the Employer for a portion of the cost of
COBRA in an amount in cash equal to the amount that Employee was paying per Employer’s normal
pay cycle for medical coverage premiums for medical coverage under Employer’s medical coverage
benefit plans, as of the Termination Date (the “COBRA Payments”). Employee agrees to pay, have
deducted or set off from amounts otherwise payable to her hereunder, each COBRA Payment. If
during the period when COBRA is being paid for by Employer hereunder, the amounts for medical
coverage premiums for medical coverage under Employer’s medical coverage benefit plans that
are paid by employees similarly situated to Employee increase,




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	 	 	 	then Employee will be responsible for and pay, have deducted or set off (and agrees to
be billed for) any increase in the amount paid for medical coverage benefit plans that
is paid by employees similarly situated to Employee as part of
the COBRA Payments. The COBRA Payments will be billed and made on the
same pay cycle as the Severance payments are made under subparagraph 1(a) and (b) hereof.
The period of continued health coverage being paid for by Employer hereunder 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. Employer and Employee agree that to the extent
permitted by law, and Employer’s then-current health insurance plan, the COBRA qualifying
event shall be the Termination Date. Employee and Employer expressly acknowledge and agree
that the Employer’s obligations as to the provision of medical care, or medical insurance
benefits, to Employee, or any other person, are limited to the provision of such insurance
benefits under COBRA to the extent provided by law, and to the payments set forth in this
Agreement.
	 
	 	 	 	Employee acknowledges that Employer will provide the required information regarding rights
to extend health coverage under Employer’s group health insurance plan under COBRA. At the
end of the fifteen (15) month period, or earlier, if Severance payments made hereunder
cease, Employee will be responsible for the total COBRA cost for any remaining COBRA benefit
period (if any) for which she (or her eligible dependents) is eligible and elects to
participate.
	 
	 	 	 	Notwithstanding anything to the contrary in this Agreement, if Employee becomes eligible
for medical coverage with a new employer or otherwise obtains medical coverage, then
Employer’s obligations under this subparagraph 1(d) to pay for COBRA coverage costs shall
cease unless otherwise required by law. If such an event occurs during a COBRA
continuation period or Severance payments hereunder cease, then any COBRA coverage
thereafter shall be at Employee’s expense.
	 
	 	(e)	 	Because Employer’s insurance and disability insurance plans do not permit
continuing coverage for ex-employees, if Employee executes this Agreement and does not
revoke her acceptance of it, Employer will pay in cash to Employee (less applicable
withholdings required by law), as soon as practicable after Effective Date of this
Agreement (but no later than 30 days thereafter), in lieu of continued coverage under
those plans, One Thousand Nine Hundred Twelve Dollars and Fifty Cents ($1,912.50) on a net
basis which represents the cost of Employee’s current benefits under Employer sponsored
life insurance (including Employer-paid life/AD&D and dependent life (Employee-paid)),
disability insurance, including short term disability and long term disability (both
Employer paid) and executive long term disability (Employee-paid)) for a period of fifteen
(15) months.




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	 	(f)	 	The severance payments and other benefits described in paragraph 1 are not
otherwise owed to Employee and are being paid 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 payments set forth in
paragraph 1 are (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.
	 
	 	(g)	 	Upon the Effective Date, Employer will make available to Employee appropriate
executive-level outplacement services through the firm of Lee Hecht Harrison, up
to a maximum cost to Employer of $15,000.
	 
	 	(h)	 	The provisions of this Agreement will be interpreted and construed in a manner intended
to comply with Section 409A of the Internal Revenue Code (“Section 409 A”), the regulations
issued thereunder or any exception thereto (or disregarded to the extent such provision cannot
be so interpreted, or construed). For purposes of Section 409A, each payment shall be treated
as a separate payment. Each payment under this Agreement is intended to be excepted from
Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment
that is scheduled to be made following Employee’s termination date and within the applicable
21/2 month
period specified in Treas. Reg. § 1.409A-1(b)(4) is intended to be excepted under
the short-term deferral exception as specified in Treas. Reg. §
1.409A-1(b)(4); and (ii) each
payment that is not otherwise excepted under the short-term deferral exception is intended to
be excepted under the separation pay exception as specified in Treas. Reg. § 1.409A-1
(b)(9)(iii). Employee shall have no right to designate the date of any payment under this
Agreement. Notwithstanding any provision of this Agreement to the contrary, Section 409A may
impose upon Employee certain taxes or other charges for which Employee is and shall remain
solely responsible, and nothing contained in this Agreement shall be construed to obligate
Employer or Releasees for any such taxes or other charges, and in no event shall Employer or
Releasees have any liability to any participant (or any other person) due to the failure of
the Agreement or any payment hereunder to satisfy the requirements of Section 409A or any
other applicable law. Employee has been terminated by the Employer effective as of the
Termination Date and Employee has been so advised of that fact and acknowledges that she has
been so advised. Notwithstanding any provision of this Agreement to the contrary, to the
extent that a payment hereunder is subject to Section 409A of the Code (and not excepted
therefrom) and payable on account of a termination of employment, such payment shall be
delayed for a period of six months after the date of termination (or, if earlier, the death of
the Employee) if the Employee is a “specified employee” (as defined in






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	 	 	 	Section 409A of the Code and determined in accordance with the procedures
established by the Employer). Any payment that would otherwise have been due or
owing during such six-month period will be paid immediately following the end of the
six-month period in the month following the month containing the 6-month
anniversary of the date of termination.






	2.	 	RELEASE AND WAIVER OF CLAIMS






	 	(a)	 	As used in this Agreement, “Releasees” shall collectively mean Employer, its
parents, subsidiaries, affiliates, successors and assigns; the present or former
directors, officers, shareholders, 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.
	 
	 	(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 2(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 Family and Medical Leave Act; the
Sarbanes Oxley Act of 2002; Pennsylvania Human Relations Act —
43 Pa. C.S.A.,
§951 et seq.; Pennsylvania Minimum Wage Act — 43 Pa.
C.S.A., §33.101 et seq.;
Pennsylvania Whistleblower Law — 43 Pa. C.S.A., §1421 et seq.; Pennsylvania
Equal Pay Law, as amended — 43 Pa. C.S.A., §336.1 et seq.; Pennsylvania Wage
Payment and Collection Law, as amended — 43 Pa. C.S.A.,
§260.1 et seq.; 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.




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	 	(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 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.
	 
	 	(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, or otherwise participating in, or
cooperating with, any investigation by such agency. 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.
	 
	 	(g)	 	Employee represents that Employee is not aware of any facts that would support
any claim of discrimination or other unlawful conduct by any current or former
employee of Employer against Employer or any of the other Releasees. Employee
further represents that she has not suffered any work-related injury while in the
employ of the Employer, has not been denied reinstatement to any position of
employment with Employer related to any Family and Medical Leave, and is not
aware of any facts relating to wrongdoing by any person, including Employee,
relative to the conduct of the Employer’s business affairs.
	 
	 	(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, according to the terms of this
Agreement, 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.




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	 	(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, or Employee’s right to
enforce this Agreement.






	3.	 	TERMINATION OF EMPLOYMENT, RETURN OF DOCUMENTS,
TRANSITION, NON-COMPETE AND NON SOLICITATION OF EMPLOYEES
AND OTHER ARRANGEMENTS






	 	(a)	 	Employee’s employment relationship with Employer has been permanently and
irrevocably severed as of the Termination Date, 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 3 (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)	 	Beginning on the date hereof and continuing for the Restricted Period (as
defined
below), the Employee shall not: (i) own, manage, control, 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 Big
Box (as defined below) sporting goods retail stores in a metropolitan area where
the Company operates such a store or stores, or has specific plans to open such a
store within one year after the Termination Date, if the Employee had been
informed of such store opening plans prior to the Termination Date, specifically
including but not limited to The Sports Authority, Inc., Gart Sports Company,
Gander Mountain/Holiday Companies, Bass Pro Shops and Cabela’s, Inc., and
their respective successors and affiliates; or (ii) induce or
solicit, directly or
indirectly, any person who is an employee, officer or agent of the Company to
terminate said relationship, or otherwise assist in the recruitment of any Company
employee to accept employment with another employer. For purposes of this
paragraph 4, the term “Company” shall mean and include, in addition to Employer
itself, and its subsidiaries and their respective successors and assigns. For
purposes of this paragraph 4, (i) the “Restricted Period” means a period of twelve
(12) consecutive months from the Termination Date; and (ii) “Big Box” means a
store specializing in the sale of goods having at least twenty-five thousand
(25,000) square feet of selling space dedicated substantially to the retail sale of
hard and soft line sporting goods and apparel, including single stores, stores that
are part of regional or nationwide chains, specialty stores, and any other sales
establishments otherwise meeting the foregoing definition.
	 
	 	(c)	 	Both parties hereto recognize that the obligations of the Employee under
subparagraph 3(b) of this Agreement are special, unique and of extraordinary
character and if the Employee hereafter fails to comply with the restrictions imposed
upon her under this Agreement, the Company will not have an adequate






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	 	 	 	remedy at law. It is agreed that under such circumstances, the Company, in addition
to the right to terminate the payments due to the Employee as set forth herein and
any other rights which it may have, shall be entitled to injunctive relief to
enforce any such restrictions and obligations, and that in the event any actual
proceedings are brought in equity to enforce any such provision, the Employee shall
not raise as a defense that there is an adequate remedy at law.
	 
	 	(d)	 	Employee agrees to be reasonably available to Employer and the Releasees
for the purpose of responding to requests for information concerning the Employer’s and
its affiliates business or work performed by Employee, and to provide information,
documents, declarations or statements, and to meet with attorneys and other Employer
representatives, to prepare for and give depositions or testimony, and/or to otherwise
cooperate in the investigation, defense or prosecution of matters relating to any
threatened, present, or future legal action, investigations or administrative
proceedings involving the Releasees and their affiliates. Employer will advance or
reimburse Employee’s reasonable cost incurred as a result of Employee’s obligations
under this provision.






	4.	 	NON-DISPARAGEMENT AND REFERENCES






	 	(a)	 	Effective as of the Termination Date, and going forward thereafter, Employee
shall not make or publish any statements that disparage, denigrate or are otherwise
critical of Employer or any of the Releasees, except as may be permitted by
subparagraph 2(f) of this Agreement.
	 
	 	(b)	 	In the event Employer’s Human Resources Department receives a reference inquiry
regarding Employee, Employer shall respond to such inquiry by advising the inquirer
that Employer’s standard policy is to 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.






	5.	 	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.




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	 	(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, including the documents referenced herein, 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, except for Employee’s rights with respect to the
exercise of any Employer stock options granted to her or the ownership rights of any
restricted stock issued to her, which are governed by the agreement/award
documentation under which the grants were made and the Employer’s Amended and Restated
2002 Stock and Incentive Plan, which shall govern and controls all aspects of those
awards. Any amounts or assets held by Employee in Dick’s Sporting Goods Supplemental
Smart Savings Plan, Dick’s Sporting Goods Officers’ Supplemental Savings Plan or
Employer’s 401(k) plan, if any, shall be governed by the respective plans and related
documents as such materials may be amended from time-to-time. This Agreement and the
documents referenced herein fully supersede any and all prior agreements or
understandings between the parties. 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. Notwithstanding the foregoing,
Employer and Employee agree that they will modify or amend any provision of this
Agreement or take any other action, to the extent necessary to conform the provisions
of this Agreement or the benefits provided thereunder with Section 409A, the
regulations issued thereunder or an exception thereto.
	 
	 	(e)	 	The waiver by Employer any breach by Employee 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 the
Commonwealth of Pennsylvania, notwithstanding its conflicts of laws provisions.
Further, the parties expressly agree that any action related to the enforcement or
interpretation of this Agreement shall be brought and maintained solely and
exclusively in the United States District Court for the Western District of
Pennsylvania. Should such court decline to exercise jurisdiction over any such action,
then any such action shall be brought and maintained solely and exclusively in the
Court of Common Pleas of Allegheny County, Pennsylvania.






	6.	 	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




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	 	 	 	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.






	 	(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 at least 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. The Employee and Employer further agree that to the extent that
this Agreement was modified by the parties prior to its execution by the Employee, such
modification does not restart or extend this twenty-one (21) day period.
	 
	 	(e)	 	Employee may revoke this Agreement by delivering a written revocation to Kathryn L.
Sutter, Senior Vice President Human Resources, Dick’s Sporting Goods, 300 Industry Drive,
RIDC Park West, Pittsburgh, PA 15275, within seven (7) days after Employee’s 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, this Agreement shall be null and void. If it is not revoked,
it shall be deemed in full force and effect at the end of such seven (7) day revocation
period. Employee’s acceptance of any payments described in paragraph 1 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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	7.	 	DATE OF AGREEMENT

	 
	 	 	
The date of this Agreement shall be on the latest date of execution by the undersigned
parties, but in no event shall it be effective before the expiration of the seven (7)
day revocation period set forth in subparagraph 6(e) above (the “Effective Date”).





PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.




ENTERED INTO BY THE RESPECTIVE PARTIES HERETO, INTENDING TO BE

LEGALLY BOUND HEREBY




	 	 	 	 	 	 	 
	 	 	DICK’S SPORTING GOODS, INC.
	 
	 	 	 	 	 	 
	/s/ Gwendolyn K. Manto

	 	By:
	 	/s/ Kathryn L. Sutter	 	 
	 

	 	 	 	 	 	 
	Gwendolyn K. Manto

	 	 	 	Kathryn L. Sutter,	 	 
	 

	 	 	 	Senior Vice President Human	 	 
	 

	 	 	 	Resources	 	 
	 
	 	 	 	 	 	 
	Dated: 4-27-09 



	 	 	 	Dated: 4-30-09 


	 	 











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	COMMONWEALTH OF PENNSYLVANIA

	 	) 
	 

	 	) SS.:
	COUNTY OF ALLEGHENY

	 	) 






     On
this 30 day of April, 2009, before me, the subscriber, personally came Kathryn L. Sutter, Senior
Vice President 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
she duly acknowledged to me that she executed the same.



	 	 	 	 	 
	 	 	 
	 	                                                    /s/ Rhonda L. Mike
 	 
	 	Notary Public
     	 
	 	COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Rhonda L. Mike, Notary Public

North Fayette Twp., Allegheny County

My Commission Expires Feb. 22, 2011

Member, Pennsylvania Association of Notaries 
	 
	 




	 	 	 
	COMMONWEALTH OF PENNSYLVANIA

	 	) 
	 

	 	) SS.:
	COUNTY OF: ALLEGHENY

	 	) 






     On this 27 day of April, 2009, before me, the subscriber, personally came
Gwendolyn K. Manto 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.



	 	 	 	 	 
	 	 	 
	 	                                                    /s/ Rhonda L. Mike
 	 
	 	Notary Public
 	 
	 	COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Rhonda L. Mike, Notary Public

North Fayette Twp., Allegheny County

My Commission Expires Feb. 22, 2011

Member, Pennsylvania Association of Notaries 
	 
	 




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