exv10w1



 








Exhibit 10.1




SEVERANCE AGREEMENT



THIS SEVERANCE AGREEMENT (“Agreement”) is made as of August 9, 2006, by and between Big 5
Corp., a Delaware corporation (referred to in this Agreement as the “Company”) and Barry D. Emerson
(referred to in this Agreement as “Employee”).




Recitals





	 	A.	 	Employee is employed by the Company in the position of Senior Vice President, Chief
Financial Officer, Treasurer and Assistant Secretary. His employment with the Company
commenced on September 12, 2005.
	 
	 	B.	 	The Company has previously agreed to enter into a mutually acceptable severance
agreement with Employee in connection with such employment.




NOW, THEREFORE, in consideration of the mutual promises and conditions contained in this Agreement,
the Company and Employee agree as follows:




1. At Will Employment



Employee understands and agrees that his employment with the Company is “at-will”. This means that
both the Company and Employee have the right to terminate the employment relationship at any time,
for any reason, with or without prior notice or cause. This at-will relationship will remain in
effect throughout Employee’s employment with the Company. Therefore, except as expressly set forth
in paragraph 2 below, nothing in this Agreement or any other Company document or statement should
be understood as creating guaranteed or continued employment, a requirement that “cause” exist
before termination, or any other guaranteed or continued benefits.




2. Termination of Employment by the Company Other Than for Cause



If the Company terminates Employee’s employment at any time, other than for “cause” (as defined
below), the Company shall pay or provide to Employee (following receipt from Employee and the
effectiveness of a general release of all claims in form and substance satisfactory to the Company)
the following:





	 	a.)	 	The prorated payment of Employee’s then-current annual base salary through the date of
termination to the extent not yet paid;
	 
	 	b.)	 	The payment of accrued and unused vacation though the date of termination;
	 
	 	c.)	 	A lump-sum amount equal to one-year of Employee’s then-current annual base salary, less
applicable tax withholding;




 









 






	 	d.)	 	Continued health insurance coverage for Employee and his family for one year from the
date of termination, paid by the Company under COBRA; and
	 
	 	e.)	 	The payment of any unpaid reimbursable business expenses incurred and documented by
Employee.




For purposes of this Agreement, “cause” shall be mean (a) willful dishonesty towards, fraud upon,
or deliberate injury or attempted injury to, the Company, or (b) gross negligence or intentional
misconduct with respect to the performance of Employee’s duties.




3. Assignment



This Agreement is personal to Employee and shall not be assigned by Employee. Any such assignment
shall be null and void.




4. Severability



The provisions of the Agreement are divisible. If any such provision shall be deemed invalid or
unenforceable, such provision shall be deemed limited to the extent necessary to render it valid
and enforceable and the remaining provisions of this Agreement shall continue in full force and
effect without being impaired or invalidated in any way.




5. Waiver



No delay or omission by the Company or Employee in exercising any right under this Agreement shall
operate as a waiver of that or any other right. No waiver of any provision of this Agreement, or
consent to any departure by either party from any provision of this Agreement, shall be effective
in any event unless it is in writing, designated a waiver, and signed by the party waiving the
provision. Such a waiver shall be effective only in the specific instance and for the purpose for
which it is given.




6. Construction and Governing Law



The captions used in connection with this Agreement are for reference purposes only and shall not
be construed as part of this Agreement. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.




7. Entire Agreement



This Agreement supersedes all prior agreements, understandings, and communications between Employee
and the Company, whether written or oral, express or implied, relating to the subject matter of
this Agreement and is intended as a complete and final expression of the terms of the agreement
between Employee and the Company with respect to such subject matter.




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8. Amendment



This Agreement may not be altered or amended except in a writing signed by both parties to this
Agreement.




9. Legal Counsel



Employee and the Company recognize that this is a legally binding contract and acknowledge and
agree that they have had the opportunity to consult with legal counsel of their choice.




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.




	 
 	 	 	 	 	 
	BIG 5 CORP.
 	 	 
	 

	 	 	 	 
	By:

	 	/s/ Gary S. Meade
	 	/s/ Barry D. Emerson
	 

	 	 
	 	 
	 

	 	Gary S. Meade
	 	Barry D. Emerson
	 

	 	Senior Vice President and
General Counsel	 	 







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