EMPLOYMENT AGREEMENT -------------------- This Agreement ("Agreement") is made and entered into as of the 28th day of March, 2004, between Paul C. Wagner ("Employee") and Galyan's Trading Company, Inc., an Indiana corporation ("Company"). 1. TERM OF...Employment Agreement • April 14th, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • Indiana
EXHIBIT 6 EIGHTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT EIGHTH AMENDMENT AND CONSENT, dated as of September 12, 2002, to the Amended and Restated Credit Agreement referred to below (this "Amendment") among DICK'S SPORTING...Credit Agreement • July 1st, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 8 TENTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT TENTH AMENDMENT AND WAIVER, dated as of August 7, 2003, to the Amended and Restated Credit Agreement referred to below (this "Amendment") among DICK'S SPORTING GOODS, INC.,...Credit Agreement • July 1st, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
dated as ofStockholders Agreement • March 29th, 2001 • Galyans Trading Co Inc • New York
Agreement ---------Lease Agreement • May 7th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores
EXHIBIT 10.13 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 29th, 2001 • Galyans Trading Co Inc • California
Exhibit 10.16 ------------- GALYAN'S TRADING COMPANY, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as of September 3, 2003, by and between Galyan's Trading Company, Inc., an Indiana corporation ("Company"), and...Stock Option Agreement • September 15th, 2003 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • Indiana
Exhibit 10.14 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 16th, 2003 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 10.15 CREDIT AGREEMENTCredit Agreement • May 7th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
Term Section Demand Registration 2.01 Indemnified Party 4.03 Indemnifying Party 4.03 Inspectors 3.01 Piggy-Back Registration 2.02 Records 3.01 Registration Expenses 3.02 Withdrawal Election 2.03 ARTICLE 2 REGISTRATION RIGHTSRegistration Rights Agreement • March 29th, 2001 • Galyans Trading Co Inc • New York
Exhibit 4.1.2 SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT This Second Amendment (the "Amendment") to the Stockholders Agreement (the "Agreement") dated as of August 31, 1999 among Galyan's Trading Company, Inc., an Indiana corporation (the "Company"),...Stockholders Agreement • May 25th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 5 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 26, 2000Credit Agreement • July 1st, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 22nd, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • Indiana
Form of -------Galyans Trading Co Inc • June 21st, 2001 • Retail-miscellaneous shopping goods stores • New York
EXHIBIT 10.14 BUILDING LOAN AGREEMENT Dated as of October 29, 1999Loan Agreement • May 7th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 10.2 MODIFICATION AGREEMENT This Modification Agreement (this "Agreement") is entered into as of August 31, 1999 by and among Galyan's Trading Company, Inc., an Indiana corporation (the "Company"), FS Equity Partners IV, L.P., a Delaware...Modification Agreement • March 29th, 2001 • Galyans Trading Co Inc • New York
EXHIBIT 4.1 Amendment to Stockholders Agreement This Amendment to Stockholders Agreement (the "Amendment") is entered into as of August 25, 2001 by Galyan's Trading Company, Inc. ("Galyan's"), FS Equity Partners IV, L.P., G Trademark, Inc., The...Stockholders Agreement • September 21st, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 10.28 EMPLOYMENT AGREEMENT -------------------- This Agreement ("Agreement") is made and entered into as of the 28th day of March, 2004, between David M. Pritchett ("Employee") and Galyan's Trading Company, Inc., an Indiana corporation...Employment Agreement • April 14th, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • Indiana
Exhibit 10.17 FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 7th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores
Exhibit 10.12 SERVICES AGREEMENT dated as of August 31, 1999Services Agreement • March 29th, 2001 • Galyans Trading Co Inc • New York
EXHIBIT 10.18 EMPLOYMENT AGREEMENT -------------------- This Agreement ("Agreement") is made and entered into as of the 21st day of May 2001 between C. David Zoba residing at 2626 Haverford Road, Columbus, Ohio 43220 ("Employee"), and Galyan's Trading...Stock Subscription Agreement • June 4th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • Indiana
EXHIBIT 4.2 AGREEMENT TO BE BOUNDGalyans Trading Co Inc • March 29th, 2001
EXHIBIT 10.21 EMPLOYMENT AGREEMENT -------------------- This Agreement ("Agreement") is made and entered into as of the 12th day of December, 2003, between Lindsay J. Rice ("Employee") and Galyan's Trading Company, Inc., an Indiana corporation...Employment Agreement • April 14th, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • Indiana
EXHIBIT 9 ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ELEVENTH AMENDMENT, dated as of January 29, 2004, to the Amended and Restated Credit Agreement referred to below (this "Amendment") among DICK'S SPORTING GOODS, INC., a Delaware...Credit Agreement • July 1st, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
EXHIBIT 1Joint Filing Agreement • November 6th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores
Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any ame
WARRANT TO PURCHASE COMMON STOCKGalyans Trading Co Inc • March 29th, 2001 • New York
Exhibit 10.15 ------------- RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement is entered into between Galyan's Trading Company, Inc., an Indiana corporation ("Company"), and Edwin Holman ("Employee"), effective as of September 3, 2003.Restricted Stock Agreement • September 15th, 2003 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores
EXHIBIT 6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including...Joint Filing Agreement • October 9th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
Exhibit 10.7.1 GALYAN'S TRADING COMPANY, INC. 1999 STOCK OPTION PLAN, AS AMENDED FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • May 7th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
EXHIBIT 10.3 EMPLOYMENT AGREEMENT -------------------- This Agreement ("Agreement") is made and entered into as of the 29th day of September 2000 by and between Robert Mang, residing at 425 Walsh Road, Atherton, California 94027 ("Employee"), and...Employment Agreement • March 29th, 2001 • Galyans Trading Co Inc • Indiana
Exhibit 99.2 RESIGNATION AND GENERAL RELEASE AGREEMENT ----------------------------------------- This Resignation and General Release Agreement (this "Agreement") is entered into as of June 15, 2004 by and between Galyan's Trading Company, Inc., an...Resignation and General Release Agreement • June 28th, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • Indiana
EXHIBIT 10.19 BUILDING LOAN AGREEMENT Dated as of May 25, 2001Building Loan Agreement • May 25th, 2001 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 99.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- This Amendment ("Amendment") modifies the Employment Agreement entered into as of the 1st day of October, 2003 ("Agreement") between C. David Zoba residing at...Employment Agreement • June 28th, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • Indiana
EXHIBIT 10.4 EMPLOYMENT AGREEMENT -------------------- This Agreement ("Agreement") is made and entered into as of the 1st day of October 2000 by and between Joel L. Silverman, residing at 4612 Brentridge Parkway, Greenwood, Indiana 46143...Employment Agreement • March 29th, 2001 • Galyans Trading Co Inc • Indiana
EXHIBIT 2.2 SHAREHOLDER TENDER AGREEMENT ---------------------------- This SHAREHOLDER TENDER AGREEMENT (this "Agreement"), dated as of June 21, 2004, is entered into by and among Dick's Sporting Goods, Inc., a Delaware corporation (the "Parent"),...Shareholder Tender Agreement • June 22nd, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • Indiana
