PRECEDING, THE COMPANY MAKES NO REPRESENTATIONS CONCERNING THE TAX CONSEQUENCES
OF EXECUTIVE'S PARTICIPATION IN THIS AGREEMENT UNDER CODE SECTION 409A OR ANY
OTHER FEDERAL, STATE OR LOCAL TAX LAW.
EXECUTIVE'S TAX CONSEQUENCES WILL
DEPEND, IN PART, UPON THE APPLICATION OF RELEVANT TAX LAW, INCLUDING CODE
SECTION 409A, TO THE RELEVANT FACTS AND CIRCUMSTANCES.
19.
COMPLETE AGREEMENT.
EXCEPT FOR THE EXISTING STOCK OPTION
AGREEMENTS AND RESTRICTED STOCK AGREEMENTS BETWEEN THE COMPANY AND EXECUTIVE,
WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT, THIS AGREEMENT CONTAINS THE
COMPLETE AGREEMENT AND UNDERSTANDING CONCERNING THE EMPLOYMENT ARRANGEMENT
BETWEEN THE PARTIES AND WILL SUPERSEDE ALL OTHER AGREEMENTS, UNDERSTANDINGS OR
COMMITMENTS BETWEEN THE PARTIES AS TO SUCH SUBJECT MATTER. THE PARTIES AGREE
THAT NEITHER OF THEM HAS MADE ANY REPRESENTATIONS CONCERNING THE SUBJECT MATTER
OF THIS AGREEMENT EXCEPT SUCH REPRESENTATIONS AS ARE SPECIFICALLY SET FORTH
HEREIN. THE PARTIES AGREE THAT, EXCEPT AS SPECIFICALLY CONTEMPLATED BY THIS
AGREEMENT, THIS AGREEMENT SUPERSEDES ANY OTHER AGREEMENT, PLAN OR ARRANGEMENT
THAT MAY NOW EXIST THAT MAY OTHERWISE APPLY TO OR INCLUDE EXECUTIVE REGARDING
EMPLOYMENT, COMPENSATION, BONUS, SEVERANCE OR RETENTION BENEFITS, THAT ANY SUCH
AGREEMENTS, PLANS OR ARRANGEMENTS ARE HEREBY TERMINATED WITH RESPECT TO
EXECUTIVE AND THAT NONE OF THE COMPANY NOR ANY AFFILIATE OF THE COMPANY WILL
HAVE ANY LIABILITY OR OBLIGATION TO EXECUTIVE, HIS HEIRS, SUCCESSORS OR
BENEFICIARIES WITH RESPECT TO THE EXISTENCE OR TERMINATION OF ANY SUCH
AGREEMENTS, PLANS OR ARRANGEMENTS, NOTWITHSTANDING THE TERMS OF ANY OF THEM.
20.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE COMPANY, ITS SUCCESSORS, LEGAL REPRESENTATIVES
AND ASSIGNS, AND UPON EXECUTIVE, HIS HEIRS, EXECUTORS, ADMINISTRATORS,
REPRESENTATIVES AND ASSIGNS. IT IS SPECIFICALLY AGREED THAT UPON THE OCCURRENCE
OF ANY OF THE EVENTS SPECIFIED IN SECTION 11 ABOVE, THE PROVISIONS OF THIS
EMPLOYMENT AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE
ASSUMED BY ANY SURVIVING OR RESULTING PERSON OR ANY SUCH PERSON TO WHICH SUCH
ASSETS SHALL BE TRANSFERRED.
21.
CAPTIONS.
THE SECTION AND OTHER HEADINGS USED IN THIS
AGREEMENT ARE FOR THE CONVENIENCE OF THE PARTIES ONLY, ARE NOT SUBSTANTIVE AND
SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF ANY PROVISION OF THIS
AGREEMENT.
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22.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS,
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
IN WITNESS WHEREOF, THE PARTIES AGREE TO EACH OF THE FOREGOING
TERMS.
EXECUTIVE:
/s/ Robert Lloyd________________________
Robert Lloyd
Address:
c/o GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051
THE COMPANY:
GAMESTOP CORP.
By:
/s/ Paul Raines___________________
Name:
Paul Raines
Title:
Chief Executive Officer
Address:
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051
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