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                                                                   EXHIBIT 10.31

                         SEVERANCE PROTECTION AGREEMENT


                  THIS AGREEMENT made as of the first day of July, 2001, by and
between Gadzooks Management, L.P. (the "COMPANY") and William S. Kotch, III (the
"EXECUTIVE").

                  WHEREAS, the Board of Directors and the Executive desire to
enter into this Agreement to provide certain benefits to the Executive upon the
termination of employment of the Executive under certain conditions;

                  WHEREAS, the Board of Directors of the Company (the "BOARD")
recognizes that the possibility of a Change in Control (as hereinafter defined)
exists and that the threat or the occurrence of a Change in Control can result
in significant distraction of the Company's key management personnel because of
the uncertainties inherent in such a situation;

                  WHEREAS, the Board has determined that it is essential and in
the best interest of the Company and its stockholders for the Company to retain
the services of the Executive in the event of a threat or occurrence of a Change
in Control and to ensure the Executive's continued dedication and efforts in
such event without undue concern for the Executive's personal financial and
employment security;

                  WHEREAS, in order to induce the Executive to remain in the
employ of the Company, particularly in the event of a threat or the occurrence
of a Change in Control, the Company desires to enter into this Agreement with
the Executive to provide the Executive with certain benefits in the event the
Executive's employment is terminated under certain conditions, including as a
result of, or in connection with, a Change in Control, and to provide the
Executive with the Gross-Up Payment (as hereinafter defined); and

                  WHEREAS, by entering into this Agreement, the Executive will
agree to certain restrictions on his ability to compete with the Company or
solicit employees of the Company following his termination of employment, and
the Company will benefit from said restrictions.

                  NOW, THEREFORE, in consideration of the respective agreements
of the parties contained herein, it is agreed as follows:

                  1. Term of Agreement. This Agreement shall commence as of July
1, 2001 and shall continue in effect through December 31, 2001 (the "TERM");
provided, however, that on January 1, 2002, and on each January 1 and July 1
thereafter, the Term shall automatically be extended for six (6) months unless
either the Executive or the Company shall have given written notice to the other
at least ninety (90) days prior thereto that the Term shall not be so extended;
provided, further, however, that following the occurrence of a Change in
Control, the Term shall not expire prior to the expiration of twelve (12) months
after such occurrence.


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                  2. Termination of Employment in Connection with a Change in
Control. If, during the Term, the Executive's employment with the Company shall
be terminated within six (6) months following a Change in Control, the Executive
shall be entitled to the following compensation and benefits:

                      (a) If the Executive's employment with the Company shall
be terminated (1) by the Company for Cause or Disability, (2) by reason of the
Executive's death, or (3) by the Executive other than for Good Reason, the
Company shall pay to the Executive his or her Accrued Compensation. In addition
to the foregoing, if the Executive's employment is terminated by the Company for
Disability or by reason of the Executive's death, the Company shall pay to the
Executive or his or her beneficiaries a Pro Rata Bonus. The Executive's
entitlement to any other compensation or benefits shall be determined in
accordance with the Company's employee benefits plans and other applicable
programs and practices then in effect.

                      (b) If the Executive's employment with the Company shall
be terminated for any reason other than as specified in Section 2(a), the
Executive shall be entitled to the following:

                           (1) the Company shall pay the Executive all Accrued
Compensation and a Pro Rata Bonus; and

                           (2) the Company shall pay the Executive as severance
pay and in lieu of any further compensation for periods subsequent to the
Termination Date, an amount determined by multiplying 0.5 times the sum of (i)
the Executive's Base Amount and (ii) the Executive's Bonus Amount.

                      (c) If (X) the Executive's employment is terminated by the
Company without Cause, or (Y) the Executive terminates employment for Good
Reason (1) within six (6) months prior to a Change in Control, or (2) prior to
the date of a Change in Control but the Executive reasonably demonstrates that
such (X) termination or (Y) event or condition (A) was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change in Control (a "THIRD PARTY") and who effectuates a Change in
Control or (B) otherwise arose in connection with, or in anticipation of a
Change in Control which has been threatened or proposed and which actually
occurs, such termination shall be deemed to have occurred after a Change in
Control, provided a Change in Control shall actually have occurred.

                      (d) (1) Gross-Up Payment. In the event it shall be
determined that any payment or distribution of any type to or for the benefit of
the Executive, by the Company, any Affiliate, any Person who acquires ownership
or effective control of the Company or ownership of a substantial portion of the
Company's assets (within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the "CODE"), and the regulations thereunder) or any
affiliate of such Person, whether paid or payable or distributed or
distributable pursuant to any of the terms of this Agreement or otherwise (the
"TOTAL PAYMENTS"), is or will be subject to the excise tax imposed by Section
4999 of the Code or any interest or penalties with respect to such excise tax
(such excise tax, together with any such interest and penalties, are
collectively referred


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to as the "EXCISE TAX"), then the Executive shall be entitled to receive an
additional payment (a "GROSS-UP PAYMENT") in an amount such that after payment
by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including any income tax, employment tax or Excise Tax,
imposed upon the Gross Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

                           (2) Determination By Accountant. All mathematical
determinations, and all determinations as to whether any of the Total Payments
are "parachute payments" (within the meaning of Section 280G of the Code), that
are required to be made under this Section 2(d), including determinations as to
whether a Gross-Up Payment is required, the amount of such Gross-Up Payment and
amounts relevant to the last sentence of this Section 2(d)(2), shall be made by
an independent accounting firm selected by the Executive from among the five (5)
largest accounting firms in the United States (the "ACCOUNTING FIRM"), which
shall provide its determination (the "DETERMINATION"), together with detailed
supporting calculations regarding the amount of any Gross-Up Payment and any
other relevant matter, both to the Company and the Executive by no later than
ten (10) days following the Termination Date, if applicable, or such earlier
time as is requested by the Company or the Executive (if the Executive
reasonably believes that any of the Total Payments may be subject to the Excise
Tax). If the Accounting Firm determines that no Excise Tax is payable by the
Executive, it shall furnish the Executive and the Company with a written
statement that such Accounting Firm has concluded that no Excise Tax is payable
(including the reasons therefor) and that the Executive has substantial
authority not to report any Excise Tax on his or her federal income tax return.
If a Gross-Up Payment is determined to be payable, it shall be paid to the
Executive within twenty (20) days after the Determination (and all accompanying
calculations and other material supporting the Determination) is delivered to
the Company by the Accounting Firm. Any determination by the Accounting Firm
shall be binding upon the Company and the Executive, absent manifest error. As a
result of uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments not made by the Company should have been made
("UNDERPAYMENT"), or that Gross-Up Payments will have been made by the Company
which should not have been made ("OVERPAYMENTS"). In either such event, the
Accounting Firm shall determine the amount of the Underpayment or Overpayment
that has occurred. In the case of an Underpayment, the amount of such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive. In the case of an Overpayment, the Executive shall, at the direction
and expense of the Company, take such steps as are reasonably necessary
(including the filing of returns and claims for refund), follow reasonable
instructions from, and procedures established by, the Company, and otherwise
reasonably cooperate with the Company to correct such Overpayment, provided,
however, that (i) the Executive shall not in any event be obligated to return to
the Company an amount greater than the net after-tax portion of the Overpayment
that he or she has retained or has recovered as a refund from the applicable
taxing authorities and (ii) this provision shall be interpreted in a manner
consistent with the intent of Section 2(d)(1), which is to make the Executive
whole, on an after-tax basis, from the application of the Excise Tax, it being
understood that the correction of an Overpayment may result in the Executive
repaying to the Company an amount which is less than the Overpayment.


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                      (e) The amounts provided for in Sections 2(a) and 2(b)(1)
and (2), shall be paid in a single lump sum cash payment within thirty (30) days
after the Executive's Termination Date (or earlier, if required by applicable
law).

                      (f) The Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent employment
except as provided in Section 3(a) below.

                      (g) The payments and benefits provided for in this Section
2 shall be in lieu of any other severance pay to which the Executive may be
entitled under any Company severance plan or any other plan, agreement or
arrangement of the Company.

                  3. Termination of Employment Not in Connection with a Change
in Control. If the Executive's employment with the Company is terminated at any
time other than within six (6) months following a Change in Control or the time
specified under Section 2(c), the Executive shall be entitled to the
compensation, payments and benefits set forth in Sections 2(a) through 2(g)
under the conditions set forth in Sections 2(a) through 2(g) except the
severance benefits described in Section 2(b)(2) shall be paid to the Executive
in the form of a biweekly periodic salary continuation payment for six months
from the Termination Date.

                  4. Notice of Termination. Any intended termination of the
Executive's employment by the Company shall be communicated by a Notice of
Termination from the Company to the Executive, and any intended termination of
the Executive's employment by the Executive for Good Reason shall be
communicated by a Notice of Termination from the Executive to the Company.

                  5. Non-Competition, Non-Solicitation, Non-Interference and
Confidentiality.

                      (a) The Executive agrees that upon termination of his
employment with the Company, he will not, without the prior written consent of
the Company, for a period of six (6) months thereafter (the "RESTRICTED
PERIOD"), alone or with or for others, in whatever, capacity, directly or
indirectly, solicit or attempt to solicit clients or customers of the Company,
or solicit or attempt to solicit employees of the Company to leave the Company's
employ.

                      (b) The Executive agrees that during the Restricted Period
he will not interfere with the relationship between the Company and any of its
vendors.

                      (c) The Executive agrees that, during the Restricted
Period, he shall not, for himself or any third party, directly or indirectly,
engage in any business activity or accept employment with any entity that is or
may be competitive with the Company in the field of retail sales (including, but
not limited to, internet retail sales and mail-order retail sales), of
moderately priced men's and women's casual apparel and accessories
("COMPETITOR"), without prior written consent of the Company. The Executive
agrees that, prior to engaging in any such activity or accepting employment with
a Competitor or any entity that could reasonably be deemed a


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Competitor during the Restricted Period, the Executive shall advise the Company
in writing of the Executive's intentions and seek the Company's approval.
Company approval shall apply only with respect to the activity or position
approved and the Executive shall be obligated to obtain Company approval with
respect to any subsequent change of activity or position or employment during
the Restricted Period. The Executive also agrees that, during the Restricted
Period, the Executive shall not hold any stock in a Competitor other than
passive minority interests comprising less than 2% of the outstanding stock of a
publicly traded Competitor.

                      (d) Without the prior written consent of the Company,
except to the extent required by an order of a court having competent
jurisdiction or under subpoena from an appropriate government agency, Executive
shall not disclose any trade secrets, customer lists, supplier lists, drawings,
designs, information regarding product development, marketing plans, sales
plans, management plans, management organization information (including data and
other information relating to members of the Board and management), operating
policies or manuals, business plans, financial records or any other financial,
commercial, business or technical information relating to the Company or
information designated as confidential or proprietary that the Company may
receive belonging to suppliers, customers or others who do business with the
Company (collectively, "CONFIDENTIAL INFORMATION") to any third person unless
such Confidential Information has been previously disclosed to the public by the
Company or is in the public domain (other than by reason of Executive's breach
of this section 5(d)).

                  6. Fees and Expenses.

                      (a) If the employment of the Executive is terminated under
section 2(a) or 2(c) of this Agreement, the Company shall pay all legal fees and
related expenses (including the costs of experts, evidence and counsel) incurred
by the Executive as they become due as a result of (x) the termination of the
Executive's employment by the Company or by the Executive for Good Reason
(including all such fees and expenses, if any, incurred in contesting, defending
or disputing the basis for any such termination of employment), (y) the
Executive's hearing before the Board as contemplated in Section 17.5 of this
Agreement or (z) the Executive seeking to obtain or enforce any right or benefit
provided by this Agreement or by any other plan or arrangement maintained by the
Company under which the Executive is or may be entitled to receive benefits.

                      (b) If the employment of the Executive is terminated for
reasons or in circumstances not related to those described in section 2(a) or
2(c) of this Agreement, the Company shall only pay the legal fees and related
expenses described in section 6(a) to the extent that the Company is
unsuccessful in the result of any litigation or other legal proceeding arising
out of the termination of the employment of the Executive.

                  7. Notice. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including any Notice of
Termination) shall be in writing, shall be signed by the Executive if to the
Company or by a duly authorized officer of the Company if to the Executive, and
shall be deemed to have been duly given when personally delivered or sent by
certified mail, return receipt requested, postage prepaid, addressed to the


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respective addresses last given by each party to the other, provided that all
notices to the Company shall be directed to the attention of the Board with a
copy to the Secretary of the Company. All notices and communications shall be
deemed to have been received on the date of delivery thereof or on the third
business day after the mailing thereof, except that notice of change of address
shall be effective only upon receipt.

                  8. Nature of Rights. The Executive shall have the status of a
mere unsecured creditor of the Company with respect to his or her right to
receive any payment under this Agreement. This Agreement shall constitute a mere
promise by the Company to make payments in the future of the benefits provided
for herein. It is the intention of the parties hereto that the arrangements
reflected in this Agreement shall be treated as unfunded for tax purposes and,
if it should be determined that Title I of ERISA is applicable to this
Agreement, for purposes of Title I of ERISA. Except as provided in Section 2(g),
nothing in this Agreement shall prevent or limit the Executive's continuing or
future participation in any benefit, bonus, incentive or other plan or program
provided by the Company and for which the Executive may qualify, nor shall
anything herein limit or reduce such rights as the Executive may have under any
other agreements with the Company. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or program of the
Company shall be payable in accordance with such plan or program, except as
explicitly modified by this Agreement.

                  9. Settlement of Claims. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, defense, recoupment, or other right which
the Company may have against the Executive or others.

                  10. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and the Company. No waiver by
any party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by any party which are not expressly set
forth in this Agreement.

                  11. Survival. The provisions in Section 5 of this Agreement
shall survive the expiration of this Agreement.

                  12. Successors; Binding Agreement.

                      (a) This Agreement shall be binding upon and shall inure
to the benefit of the Company and its Successors and Assigns. The Company shall
require its Successors and Assigns to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession or assignment had taken place.


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                      (b) Neither this Agreement nor any right or interest
hereunder shall be assignable or transferable by the Executive, his or her
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.

                  13. Mediation; Governing Law.

                      (a) Any dispute or controversy arising under or in
connection with this Agreement shall be first submitted to mediation. The
mediation shall be held in Dallas County in the State of Texas and except to the
extent inconsistent with this Agreement, shall be conducted in accordance with
the National Rules for the Resolution of Employment Disputes (Employment
Mediation Rules) of the American Arbitration Association then in effect at the
time of the mediation, and otherwise in accordance with principles which would
be applied by a court of law or equity. Mediation shall only be binding if it is
acceptable to both the Company and the Executive.

                      (b) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas without giving effect
to the conflict of laws principles thereof. If mediation does not result in
resolution of any dispute or controversy arising under or in connection with
this Agreement, a party may bring an action. Any action brought by any party to
this Agreement shall be brought and maintained in a court of competent
jurisdiction in Dallas County in the State of Texas.

                  14. Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.

                  15. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto, and supersedes all prior agreements,
understandings and arrangements, oral or written, between the parties hereto,
with respect to the subject matter hereof.

                  16. Release. The Executive agrees that payment hereunder is
conditioned upon the execution of a release ("GENERAL RELEASE") in the form
attached hereto.

                  17. Definitions.

                      17.1. Accrued Compensation. For purposes of this
Agreement, "ACCRUED COMPENSATION" shall mean all amounts of compensation for
services rendered to the Company that have been earned or accrued through the
Termination Date but that have not been paid as of the Termination Date
including (a) base salary, (b) reimbursement for reasonable and necessary
business expenses incurred by the Executive on behalf of the Company during the
period ending on the Termination Date, (c) vacation pay and (d) bonuses and
incentive compensation; provided, however, that Accrued Compensation shall not
include any amounts described in clause (a) or clause (d) that have been
deferred pursuant to any salary reduction or deferred compensation elections
made by the Executive.


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                      17.2. Affiliate. For purposes of this Agreement,
"AFFILIATE" means any entity, directly or indirectly, controlled by, controlling
or under common control with the Company or any corporation or other entity
acquiring, directly or indirectly, all or substantially all the assets and
business of the Company, whether by operation of law or otherwise.

                      17.3. Base Amount. For purposes of this Agreement, "BASE
AMOUNT" shall mean the Executive's base salary in effect on July 1, 2001, or, if
greater, in effect at any time thereafter.

                      17.4. Bonus Amount. For purposes of this Agreement, "BONUS
AMOUNT" shall mean the target annual bonus payable to the Executive in respect
of the fiscal year during which the Termination Date occurs.

                      17.5. Cause. For purposes of this Agreement, a termination
of employment is for "CAUSE" if the Executive has been convicted of a felony or
the termination is evidenced by a resolution adopted in good faith by two-thirds
of the Board that the Executive:

                      (a) intentionally and continually failed substantially to
perform his or her reasonably assigned duties with the Company (other than a
failure resulting from the Executive's incapacity due to physical or mental
illness or from the assignment to the Executive of duties that would constitute
Good Reason) which failure continued for a period of at least thirty (30) days
after a written notice of demand for substantial performance, signed by a duly
authorized officer of the Company, has been delivered to the Executive
specifying the manner in which the Executive has failed substantially to
perform, or

                      (b) intentionally engaged in conduct which is demonstrably
and materially injurious to the Company; provided, however, that no termination
of the Executive's employment shall be for Cause as set forth in this Section
17.5(b) until (1) there shall have been delivered to the Executive a copy of a
written notice, signed by a duly authorized officer of the Company, setting
forth that the Executive was guilty of the conduct set forth in this Section
17.5(b) and specifying the particulars thereof in detail, and (2) the Executive
shall have been provided an opportunity to be heard in person by the Board (with
the assistance of the Executive's counsel if the Executive so desires).

                      No act, nor failure to act, on the Executive's part, shall
be considered "intentional" unless the Executive has acted, or failed to act,
with a lack of good faith and with a lack of reasonable belief that the
Executive's action or failure to act was in the best interest of the Company.
Notwithstanding anything contained in this Agreement to the contrary, no failure
to perform by the Executive after a Notice of Termination is given to the
Company by the Executive shall constitute Cause for purposes of this Agreement.

                      17.6. Change in Control. A "CHANGE IN CONTROL" shall mean
the occurrence during the term of the Agreement of:


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                      (a) An acquisition (other than directly from the Company)
of any common stock of the Company ("COMMON STOCK") or other voting securities
of the Company entitled to vote generally for the election of directors (the
"VOTING SECURITIES") by any "PERSON" (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT")), immediately after which such Person has "BENEFICIAL OWNERSHIP"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty
percent (20%) or more of the then outstanding shares of Common Stock or the
combined voting power of the Company's then outstanding Voting Securities;
provided, however, in determining whether a Change in Control has occurred,
Voting Securities which are acquired in a Non-Control Acquisition (as
hereinafter defined) shall not constitute an acquisition which would cause a
Change in Control. A "NON-CONTROL ACQUISITION" shall mean an acquisition by (i)
a Company employee benefit plan (or a trust forming a part thereof) maintained
by (A) the Company or (B) any corporation or other Person of which a majority of
its voting power or its voting equity securities or equity interest is owned,
directly or indirectly, by the Company (a "SUBSIDIARY"), (ii) the Company or its
Subsidiaries, or (iii) any Person in connection with a Non-Control Transaction
(as hereinafter defined);

                      (b) The individuals who, as of the date hereof, are
members of the Board (the "INCUMBENT BOARD"), cease for any reason to constitute
at least seventy percent (70%) of the members of the Board, provided, however,
that if the election, or nomination for election by the Company's shareholders,
of any new director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of this Agreement, be
considered as a member of the Incumbent Board; provided further, however, that
no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened "ELECTION CONTEST" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board (a "PROXY CONTEST") including
by reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest; or

                      (c) The consummation of:

                             (1) A merger, consolidation or reorganization with
or into the Company or in which securities of the Company are issued, unless
such merger, consolidation or reorganization is a "Non-Control Transaction." A
"NON-CONTROL TRANSACTION" shall mean a merger, consolidation or reorganization
with or into the Company or in which securities of the Company are issued where:

                                   (A) the shareholders of the Company,
immediately before such merger, consolidation or reorganization, own directly or
indirectly immediately following such merger, consolidation or reorganization,
at least sixty percent (60%) of the combined voting power of the outstanding
voting securities of the corporation resulting from such merger or consolidation
or reorganization (the "SURVIVING CORPORATION") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization,


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                                   (B) the individuals who were members of the
Incumbent Board immediately prior to the execution of the agreement providing
for such merger, consolidation or reorganization constitute at least seventy
percent (70%) of the members of the board of directors of the Surviving Company;
or Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and

                                   (C) no Person other than (i) the Company,
(ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a
part thereof) that, immediately prior to such merger, consolidation or
reorganization, was maintained by the Company, the Surviving Corporation, or any
Subsidiary, or (iv) any Person who, immediately prior to such merger,
consolidation or reorganization had Beneficial Ownership of twenty percent (20%)
or more of the then outstanding Voting Securities or common stock of the
Company, has Beneficial Ownership of twenty percent (20%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities or its common stock.

                      (2) A complete liquidation or dissolution of the Company;
or

                      (3) The sale or other disposition of all or substantially
all of the assets of the Company to any Person (other than a transfer to a
Subsidiary).

                      Notwithstanding the foregoing, a Change in Control shall
not be deemed to occur solely because any Person (the "SUBJECT PERSON") acquired
Beneficial Ownership of more than the permitted amount of the then outstanding
common stock or Voting Securities as a result of the acquisition of Common Stock
or Voting Securities by the Company which, by reducing the number of shares of
Common Stock or Voting Securities then outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Person, provided that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of shares of Common Stock or Voting Securities by the
Company, and after such share acquisition by the Company, the Subject Person
becomes the Beneficial Owner of any additional shares of Common Stock or Voting
Securities which increases the percentage of the then outstanding shares of
Common Stock or Voting Securities Beneficially Owned by the Subject Person, then
a Change in Control shall occur.

                  17.7. Company. For purposes of this Agreement, all references
to the Company shall include its Successors and Assigns.

                  17.8. Disability. For purposes of this Agreement, "DISABILITY"
shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform his or her duties with the Company for six (6)
consecutive months, and within the time period set forth in a Notice of
Termination given to the Executive (which time period shall not be less than
thirty (30) days), the Executive shall not have returned to full-time
performance of his or her duties.


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<PAGE>


                  17.9. Good Reason. For purposes of this Agreement, "GOOD
REASON" shall mean the occurrence of any of the following events or conditions,
provided, however, that a termination for Good Reason shall only be effective if
the Executive provides the Company with at least thirty (30) days' written
Notice of Termination describing the circumstances giving rise to his possible
termination for Good Reason and the Company fails to cure such circumstances
within those thirty (30) days:

                      (1) a change in the Executive's status, title, position or
responsibilities (including reporting responsibilities) which represents an
adverse change from his or her status, title, position or responsibilities as in
effect immediately prior thereto; the assignment to the Executive of any duties
or responsibilities which are inconsistent with his status, title, position or
responsibilities; or any removal of the Executive from or failure to reappoint
or reelect him or her to any of such offices or positions, except in connection
with the termination of his employment for Disability, Cause, as a result of his
or her death or by the Executive other than for Good Reason;

                      (2) a reduction in the Executive's annual base salary
below the Base Amount;

                      (3) the failure by the Company to pay to the Executive any
portion of the Executive's current compensation or to pay to the Executive any
portion of an installment of deferred compensation under any deferred
compensation program of the Company in which the Executive participated, within
twenty-one (21) days of the date such compensation is due;

                      (4) the failure by the Company (A) to continue in effect
(without reduction in benefit level, and/or reward opportunities) any material
compensation or employee benefit plan in which the Executive was participating
on July 1, 2001, including, but not limited to, any of the plans listed in
Appendix A hereto, unless a substitute or replacement plan has been implemented
which provides substantially identical compensation or benefits to the
Executive; provided, however, that if such material compensation or employee
benefit plans are increased at any time after July 1, 2001, then the failure to
continue those greater material compensation or employee benefit plans will
constitute Good Reason; or (B) to provide the Executive with compensation and
benefits, which in the aggregate, are at least equal (in terms of benefit levels
and/or reward opportunities) to those provided for under each other compensation
or employee benefit plan, program and practice in which the Executive was
participating on July 1, 2001; provided, however, that if the aggregate
compensation and benefits provided for under each other compensation or employee
benefit plan, program and practice in which the Executive participates at any
time after July 1, 2001 are increased after July 1, 2001, then the failure to
provide the Executive with such aggregate greater compensation and benefits
shall constitute Good Reason;

                      (5) the failure of the Company to obtain from its
Successors or Assigns the express assumption and agreement required under
Section 12 hereof; or

                      (6) any purported termination of the Executive's
employment by the Company which is not effected pursuant to a Notice of
Termination satisfying the terms set


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<PAGE>


forth in the definition of Notice of Termination (and, if applicable, the terms
set forth in the definition of Cause).

                      17.10. Notice of Termination. For purposes of this
Agreement, "NOTICE OF TERMINATION" shall mean a written notice of termination of
the Executive's employment, signed by the Executive if to the Company or by a
duly authorized officer of the Company if to the Executive, which indicates the
specific termination provision in this Agreement, if any, relied upon and which
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated.

                      17.11. Pro Rata Bonus. For purposes of this Agreement,
"PRO RATA BONUS" shall mean an amount equal to the Bonus Amount multiplied by a
fraction the numerator of which is the number of days in such fiscal year
through the Termination Date and the denominator of which is 365.

                      17.12. Successors and Assigns. For purposes of this
Agreement, "SUCCESSORS AND ASSIGNS" shall mean, with respect to the Company, a
corporation or other entity acquiring all or substantially all the assets and
business of the Company, as the case may be (including this Agreement), whether
by operation of law or otherwise.

Termination Date. For purposes of this Agreement, "TERMINATION DATE" shall mean
(a) in the case of the Executive's death, his or her date of death, (b) if the
Executive's employment is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that the Executive shall not have
returned to the performance of his or her duties on a full-time basis during
such thirty (30) day period) and (c) if the Executive's employment is terminated
for any other reason, the date specified in the Notice of Termination (which, in
the case of a termination for Cause shall not be less than thirty (30) days, and
in the case of a termination for Good Reason shall not be more than sixty (60)
days, from the date such Notice of Termination is given); provided, however,
that if within thirty (30) days after any Notice of Termination is given the
party receiving such Notice of Termination in good faith notifies the other
party that a dispute exists concerning the basis for the termination, the
Termination Date shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, or by the final judgment,
order or decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been taken). Notwithstanding the
pendency of any such dispute, the Company shall continue to pay the Executive
his or her Base Amount and continue the Executive as a participant in all
compensation, incentive, bonus, pension, profit sharing, medical,
hospitalization, dental, life insurance and disability benefit plans in which he
or she was participating when the notice giving rise to the dispute was given,
until the dispute is finally resolved in accordance with this Section whether or
not the dispute is resolved in favor of the Company, and the Executive shall not
be obligated to repay to the Company any amounts paid or benefits provided
pursuant to this sentence.


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<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officers and the Executive has executed this
Agreement as of the day and year first above written.


                              Gadzooks Management, L.P., a Texas limited
                              partnership

                              By:    Gadzooks, Inc., its general partner


                                     By:     /s/ Gerald R. Szczepanski
                                             -----------------------------------
                                     Name:   Gerald R. Szczepanski
                                     Title:  Chief Executive Officer & Chairman
                                             of the Board


                              By:    /s/ William S. Kotch, III
                                     -------------------------------------------
                              Name:  William S. Kotch, III



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