Exhibit 10.16

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between The Sports Authority, Inc., a Delaware corporation previously known as Gart
Sports Company (the "Company"), and Elliott Kerbis (the "Executive") and shall be effective as of the "Effective Time," as defined in the written Agreement and Plan of Merger, dated as of
February 19, 2003, by and among the Company, Gold Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, and The Sports Authority, Inc. ("TSA") (the
"Merger Agreement").

WHEREAS,
the Company desires to employ the Executive as its President and Chief Merchandising Officer and the Executive desires to serve in such capacity on behalf of the Company.

NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:

1.Employment.



2.Compensation. As compensation for the services to be rendered hereunder, the Company shall pay to the Executive an annual
base salary of $650,000 (the "Base Salary"). The Base Salary may be subject to annual increases (but not decreases), as determined in the sole discretion of the Compensation Committee (the
"Compensation Committee") of the Board of Directors of the Company (the "Board"). The Base Salary shall be paid in accordance with the Company's existing payroll policies.

3.Bonus. The Executive shall be eligible for an annual target bonus payment in an amount equal to 60% of his Base Salary
(the "Bonus"). The Bonus shall be determined based on the achievement of certain performance objectives of the Company as established by the Compensation Committee and communicated to the Executive in
writing as soon as practicable after commencement of the year in



respect of which the Bonus is paid. The Bonus may be greater or less than the target Bonus, based on the level of achievement of the applicable performance objectives.

4.Equity Award. The Executive shall be eligible to receive stock options and other equity-based compensation awards under
the Company's 2003 Long Term Incentive Compensation Plan and otherwise; provided that the Executive shall be granted such awards in the form, on the same terms and conditions, at the same time, and in
an amount no less than 75% of the amount granted to the CEO during the Term;further provided,however,
that any awards granted to the CEO which are extraordinary one-time or "sign-on" grants shall be ignored for the purposes of the preceding proviso.

5.Expenses. The Company shall reimburse the Executive for all necessary and reasonable travel, entertainment and other
business expenses incurred by him in the performance of his duties hereunder in accordance with such reasonable procedures as the Company may adopt generally from time to time. The Company shall also
reimburse the Executive for reasonable legal fees incurred in connection with the review of the terms of this Agreement.

6.Travel Expenses. For a period of one year following the Effective Time, the Company shall reimburse the Executive for
economy class travel expenses between Denver and Southern Florida for the Executive, his spouse and children (the "Travel Reimbursement"). In addition, the Company shall pay to the Executive an
additional amount (the "Travel Reimbursement Tax Payment") such that the net amount of the Travel Reimbursement Tax Payment retained by the Executive after the payment of any federal, state and local
income and employment taxes (calculated assuming that the Executive is subject to tax at the highest applicable marginal rate) on the Travel Reimbursement Tax Payment shall be equal to the amount of
federal, state and local income and employment taxes due with respect to the Travel Reimbursement.

7.Relocation. The Company shall pay Executive, immediately following the Effective Time, the amount of $50,000 in connection
with his relocation to Colorado. In addition, the Company shall reimburse the Executive for all reasonable expenses incurred with the relocation of the Executive, his spouse and children from Southern
Florida to Denver pursuant to the Company's relocation program, a copy of which has been provided to the Executive (the "Relocation Reimbursement"). In addition, the Company shall pay to the Executive
an additional amount (the "Relocation Tax Payment") such that the net amount of the Relocation Tax Payment retained by the Executive after the payment of any federal, state and local income and
employment taxes (calculated assuming that the Executive is subject to tax at the highest applicable marginal rate) on the Relocation Tax Payment shall be equal to the amount of federal, state and
local income and employment taxes due with respect to the Relocation Reimbursement.

8.Temporary Residence. The Company will reimburse the Executive for reasonable expenses incurred by him with respect to the
rental of a furnished two bedroom apartment located in a Denver area of the Executive's choice with full services for a period of one year following the Effective Time (the "Temporary Residence
Reimbursement"). In addition, the Company shall pay to the Executive an additional amount (the "Temporary Residence Tax Payment") such that the net amount of the Temporary Residence Tax Payment
retained by the Executive after the payment of any federal, state and local income and employment taxes (calculated assuming that the Executive is subject to tax at the highest applicable marginal
rate) on the Temporary Residence Tax Payment shall be equal to the amount of federal, state and local income and employment taxes due with respect to the Temporary Residence Reimbursement.

9.Vacation. The Executive shall be entitled to vacation, holiday and sick leave at levels no less than commensurate with
those provided to the CEO, in accordance with the Company's vacation, holiday and other pay-for-time-not-worked policies.

10.Retirement and Welfare Benefits. The Executive shall be entitled to participate in the Company's health, life insurance,
long and short-term disability, dental, retirement, and medical programs, if any, pursuant to their respective terms and conditions, on a basis no less than commensurate with those
provided to the CEO. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the
effective date of this Agreement, provided that any such amendment or termination shall be effective as to the Executive only if it is equally applicable to every other senior executive officer of the
Company.

11.Perquisites. The Executive shall be provided with such other executive perquisites as may be provided to the CEO
(including but not limited to the use of a Company-provided automobile of a type similar to that being provided to the CEO and all operating and insurance costs related thereto, and a discount card
allowing the Executive to purchase items from the Company's retail stores at cost plus 10%).

12.Termination.



Cause
shall not exist unless and until the Company has delivered to the Executive, along with the notice of Termination for Cause, a copy of a resolution duly adopted by
two-thirds (2/3) of the entire Board (excluding the Executive if the Executive is a Board member) at a meeting of the Board called and held for such purpose (after
reasonable notice to the Executive and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in
clauses (i), (ii), (iv) or (v) above has occurred and specifying the particulars thereof in detail. The Board must notify the Executive of any event constituting Cause


within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.



Notwithstanding
the above, a resignation by the Executive for any reason during the 30-day period commencing six months after a Change of Control, upon giving at least
thirty (30) days' advance written notice to the Board, shall be considered to be a resignation for Good Reason.



13.Change of Control.



14.Post-Termination Assistance. Upon the Executive's termination of employment with the Company, the Executive
agrees to fully cooperate in all matters relating to the winding up or pending work on behalf of the Company and the orderly transfer of work to other employees of the Company following any
termination of the Executives' employment. The Executive further agrees that he will provide, upon reasonable notice, such information and assistance to the Company as may reasonably be requested by
the Company in connection with any audit, governmental investigation, litigation, or other dispute in which the Company is or may become a party and as to which the Executive has knowledge; provided,however, that (i) the Company agrees to reimburse the Executive for any related
out-of-pocket expenses, including travel expenses, and to pay the Executive reasonable compensation for his time based on his rate of Base Salary at the time of termination,
and (ii) any such assistance may not unreasonably interfere with Executive's then current employment.

15.Restrictive Covenants. In consideration of the obligations of the Company hereunder, the Executive agrees that he shall
not, (i) during the Term and the Severance Term, if severance is being paid, or if no severance is being paid, for a period of one year after a termination of the Executive's employment with
the Company for any reason, (A) directly or indirectly become an employee, director, consultant or advisor of, or otherwise affiliated with, any retailer of sporting goods, athletic footwear or
athletic apparel which sells in the United States through any retail channel, including without limitation, stores, catalogs, direct mail, the Internet, and commercial and/or institutional sales
(unless (1) the sporting goods, athletic footwear and athletic apparel sold by such retailer constitute less than 50% of the total sales by such retailer and its licensees in the United States
during the fiscal year of the Company immediately preceding the year of such termination, (2) such retailer had sales totaling less than $300,000,000 during the fiscal year of the Company
immediately preceding the year of such termination and had less than twenty (20) retail outlets in the United States at the end of such fiscal year, or (3) the classes of products sold
by such retailer constitute less than 10% of the total sales by the Company and its licensees in the United States during the fiscal year of the Company immediately preceding the year of such
termination), or (B) directly or indirectly solicit or hire or encourage the solicitation or hiring of any person who was an employee of the Company at any time on or after the date of such
termination (unless more than six months shall have elapsed between the last day of such person's employment by the Company and the first date of such solicitation or hiring);
(ii) during or after the Term, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any other action which disparages
the Company or its officers, directors, businesses or reputations; or (iii) during or after the Term, without the written consent of the CEO, disclose to any person other than as required by
law or court order, any confidential information obtained by the Executive while in the employ of the Company,provided, however, that confidential
information shall not include any information known generally to the public (other than as a result of unauthorized
disclosure by the Executive) or any specific information or type of information generally not considered confidential by persons engaged in the same business as the Company, or information disclosed
by the Company by any member of the Board or any other officer thereof to a third party without restrictions on the disclosure of such information. For the purpose of Sections 14 and 15 only,
the term "Company" shall mean the Company and its subsidiaries. Notwithstanding the above, nothing


in this Agreement shall preclude the Executive from making truthful statements or disclosures that are required by applicable law, regulation or legal process.

16.Enforcement. The Executive hereby expressly acknowledges that the restrictions contained in Section 15 are
reasonable and necessary to protect the Company's legitimate interests, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of such
restrictions will result in irreparable harm to the Company. The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving
actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of the restrictions contained in Section 15, which rights shall be
cumulative and in addition to any other rights or remedies to which the Company may be entitled. The Executive irrevocably and unconditionally (i) agrees that any legal proceeding arising out
of this paragraph may be brought in the United States District Court for the District of Colorado, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general
jurisdiction in Denver County, Colorado, (ii) consents to the non-exclusive jurisdiction of such court in any such proceeding, and (iii) waives any objection to the laying of
venue of any such proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in connection with any
such proceeding.

17.Survival. The provisions of Sections 13, 14, 15, 16, 25 and 26 shall survive the termination of this Agreement.

18.No Mitigation or Set-Off. In no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced, regardless of whether the Executive
obtains other employment. 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, recoupment, defense or other right which the Company may have against the Executive or others; provided,however, the Company shall have the right to offset the amount of any funds loaned or advanced
to the Executive and not repaid against any severance obligations the Company may have to the Executive hereunder.

19.Return of Documents. Upon termination of his employment, the Executive agrees to return all documents belonging to the
Company in his possession including, but not limited to, contracts, agreements, licenses, business plans, equipment, software, software programs, products, work-in-progress,
source code, object code, computer disks, books, notes and all copies thereof, whether in written, electronic or other form; provided that the Executive may retain copies of his rolodex. In addition,
the Executive shall certify to the Company in writing as of the effective date of termination that none of the assets or business records belonging to the Company are in his possession, remain under
his control, or have been transferred to any third person.

20.Effect of Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

21.Assignment. This Agreement may not be assigned by either party without the express prior written consent of the other
party hereto, except that the Company (i) may assign this Agreement to any subsidiary or affiliate of the Company, provided that no such assignment shall relieve the Company of its obligations
hereunder without the written consent of the Executive, and (ii) will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company 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 had taken place. As used in this Agreement, "Company" shall mean


the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

22.Entire Agreement; Effectiveness of Agreement. This Agreement sets forth the entire agreement of the parties hereto and
shall supersede any and all prior agreements and understandings concerning the Executive's employment by the Company, including, without limitation, a severance agreement, between TSA and the
Executive, dated January 31, 2002. This Agreement may be changed only by a written document signed by the Executive and the Company. Notwithstanding the foregoing, this Agreement shall not
supercede or replace any agreement entered into between the Company and the Executive with respect to any plan or benefit described in Section 10 or 11 herein.

23.Severability. If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.

24.Governing Law.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO RULES GOVERNING CONFLICTS OF LAW.

25.Arbitration. Other than as set forth in Section 16, any controversy, claim or dispute arising out of or relating
to this Agreement or the Executive's employment by the Company, including, but not limited to, common law and statutory claims for discrimination, wrongful discharge, and unpaid wages, shall be
resolved by arbitration in Denver, Colorado pursuant to then prevailing National Rules for the Resolution of Employment Disputes of the American Arbitration Association. It is the intent of the
Company that, following a Change of Control, the Executive shall not be required to incur any expenses associated with the enforcement of his rights under this Agreement by arbitration, litigation or
other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, the Company shall pay the
Executive on demand the amount necessary to reimburse the Executive in full for all expenses (including all attorneys' fees and legal expenses) incurred by the Executive in enforcing any of the
obligations of the Company under this Agreement, or in defending any action by the Company against the Executive in respect of such obligations or the obligations of the Executive under this
Agreement, if such action is commenced on or following a Change of Control. The Company shall pay such expenses to the Executive upon demand in connection with any action described in the preceding
sentence which is commenced prior to a Change of Control if the Executive substantially prevails on at least one material issue in dispute.

26.Indemnification. During the Term, the Executive shall be entitled to indemnification and insurance coverage for directors
and officers liability, fiduciary liability and other liabilities arising out of the Executive's position with the Company in any capacity, in an amount not less than the highest amount available to
any other senior level executive or member of the Board and to the full extent provided by the Company's certificate of incorporation or by-laws, and such coverage and protections, with
respect to the various liabilities as to which the Executive has been customarily indemnified prior to termination of employment, shall continue for at least six years following the end of the
Term. Any indemnification agreement entered into between the Company and the Executive shall continue in full force and effect in accordance with its terms following the termination of this Agreement.

27.Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the
other party or by registered or certified mail, return receipt requested, postage prepaid, or by facsimile or nationally recognized overnight courier service, addressed as follows:



or
to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the
addressee.

28.Withholding. The Company may withhold from amounts payable under this Agreement any and all federal, state, and local
taxes that are required to be withheld by any applicable laws and regulations. The Company may also withhold any amounts necessary pursuant to the benefit plans, policies, or arrangements of the
Company or otherwise, in accordance with any applicable Company policies, laws and/or regulations.

*
* * * *

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

|                                                                                                                       |  | THE SPORTS AUTHORITY, INC.
|---------------------------------------------------------------------------------------------------------------------- |  | --------------------------
|                                                                                                                       |  | By:                       
|                                                                                                                       |  | Name:                     
|                                                                                                                       |  | Its:                      
|                                                                                                                       |  | Elliott Kerbis            
|Address and contact information for Elliott Kerbis as of the date hereof (not to be included with any public filings): |  |                           
|                                                                                                                       |  |                           
|                                                                                                                       |  |                           
|                                                                                                                       |  |                           



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