4,500,000 Shares of Common Stock HEELYS, INC. UNDERWRITING AGREEMENT June [ ], 2007Underwriting Agreement • June 27th, 2007 • Heelys, Inc. • Footwear, (no rubber) • New York
The stockholders of Heelys, Inc., a corporation organized and existing under the laws of Delaware (the "Company"), listed on Schedule I hereto (the "Selling Stockholders"), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 4,500,000 shares (the "Firm Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"). For the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, the Selling Stockholders also propose, subject to the terms and conditions stated herein, to sell to the Underwriters up to an additional 675,000 shares of Common Stock (the "Additional Shares"). The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares." Bear, Stearns & Co. Inc. ("Bear Stearns"), Wachovia Capital Markets, LLC ("Wachovia
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 13th, 2010 • Heelys, Inc. • Footwear, (no rubber) • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”), is entered into as of July 17, 2008 (the “ Effective Date ”) by and between DON CARROLL, a resident of the State of Texas (“ Executive ”), and Heeling Sports Limited, a Texas limited partnership (“ Company ”, and together with Executive, the “ Parties ” and each a “ Party ”).
CONSULTING AGREEMENTConsulting Agreement • May 12th, 2008 • Heelys, Inc. • Footwear, (no rubber) • Texas
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of April 30, 2008 (the “Effective Date”), between Heeling Sports EMEA (the “Company”) and Trotwood Investments Ltd represented by Margarete Stanley (“Consultant”). The Company and Consultant are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, INCLUDING AGREEMENT TO ARBITRATE, NONCOMPETITION AGREEMENT AND NONDISCLOSURE AGREEMENTEmployment Agreement, Including Agreement • October 27th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Agreement is made and entered into on September , 2006 (effective as of May 19, 2006), by and between Charles D. Beery (“Employee”) and Heeling Sports Limited, a Texas limited partnership (the “Company”).
EMPLOYMENT AGREEMENT, INCLUDING AGREEMENT TO ARBITRATE, NONCOMPETITION AGREEMENT AND NONDISCLOSURE AGREEMENTNondisclosure Agreement • September 5th, 2007 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Agreement is made and entered into on April 12, 2007 (effective as of January 1, 2007), by and between William D. Albers (“Employee”) and Heeling Sports Limited, a Texas limited partnership (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 1st, 2006 • Heelys, Inc. • Delaware
This Indemnification Agreement (this "Agreement") dated and effective as of , 2006, is between Heelys, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, INCLUDING AGREEMENT TO ARBITRATE, NONCOMPETITION AGREEMENT AND NONDISCLOSURE AGREEMENTEmployment Agreement • November 24th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Agreement is made and entered into on November 16, 2006 (effective as of May 19, 2006), by and between Michael W. Hessong ("Employee") and Heeling Sports Limited, a Texas limited partnership (the "Company").
FIRST AMENDMENT TO THEEmployment Agreement • April 17th, 2007 • Heelys, Inc. • Footwear, (no rubber)
THIS FIRST AMENDMENT (this “Amendment”), executed on April 11, 2007 (effective as of January 1, 2007 (the “Effective Date”)), is entered into between Michael W. Hessong (“Employee”) and Heeling Sports Limited, a Texas limited partnership (the “Company”).
FIRST AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • August 14th, 2007 • Heelys, Inc. • Footwear, (no rubber) • Texas
This First Amended and Restated Consulting Agreement (“Agreement”), dated August 1, 2007 (but effective as of January 1, 2007), is between Boss Technical Services (“BTS”), located at Sasang, Pusan, South Korea and Heeling Sports Ltd. (“Company”), located at 3200 Belmeade Drive, Suite 100 Carrollton, Texas 75006.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 27th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Investor Rights Agreement (this “Agreement”) dated as of May 24, 2000, is by and among Heeling, Inc., a Nevada corporation (the “Company”), Roger R. Adams (“Adams”), Richard E. Middlekauff (“Middlekauff’), Robert J, Ward (“Ward”) and CYPO, Inc., a Texas corporation (“CYPO,” and together with Adams, Middlekauff and Ward, the “Initial Common Shareholders”), Heeling Holding Corporation, a Nevada corporation (“Holding”), Heeling Management Corp., a Texas corporation (“Management, and together with the Company and Holding, the “Heeling Companies”), Samuel B. Ligon and Patricia P. Ligon (the “Ligons”), and Capital Southwest Venture Corporation, a Nevada corporation (“Investor”).
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance and General Release Agreement • August 13th, 2010 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Severance and General Release Agreement (“ Agreement ”) is made and entered into effective as of February 1, 2008 (the “ Effective Date ”) by and between the following Parties: (i) Heeling Sports Limited, a Texas limited partnership (the “ Company ”) and (ii) Michael G. Staffaroni (the “ Employee ”). The Company and the Employee are collectively referred to herein as the “ Parties .”
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • January 24th, 2011 • Heelys, Inc. • Footwear, (no rubber)
Each of the undersigned hereby agrees that Amendment No. 3 to the Statement on Schedule 13G to which this Agreement is attached be filed on behalf of Cypo, Inc., a Texas corporation, and Roger Ralph Adams, who holds 100% of the outstanding capital stock of Cypo, Inc.
MANUFACTURING AGREEMENTManufacturing Agreement • September 1st, 2006 • Heelys, Inc. • Texas
This Manufacturing Agreement is made between Bu Kyung, ("Factory") with a business located in Pusan, South Korea and Heeling Sports LTD. (the "Company") a Nevada corporation located at 12900 Preston Road, Ste. 700, Dallas, Texas 75230.
STOCKHOLDERS AGREEMENTStockholders Agreement • October 27th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas
Whereas, Ward has contributed substantial benefits to Adams, and Adams has agreed to provide Ward with certain protection from dilution of Ward’s interest in Heeling, Inc., a Nevada corporation (the “Corporation”);
LEASE AGREEMENTLease Agreement • September 1st, 2006 • Heelys, Inc.
This Lease is made between Landlord and Tenant named in Article I as of the date set forth therein. Landlord and Tenant, in consideration of the covenants and agreements contained herein, agree as follows:
CONSULTING AGREEMENTConsulting Agreement • May 2nd, 2008 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Consulting Agreement (“Agreement”) is made and entered into effective as of April 30, 2008 (the “Effective Date”) between (i) Heelys, Inc., a Delaware corporation (the “Company”) and (ii) Patrick F. Hamner (the “Consultant”). The Company and the Consultant are collectively referred to herein as the “Parties.”
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 18th, 2010 • Heelys, Inc. • Footwear, (no rubber)
This First Amendment to Executive Employment Agreement (this “Amendment”), is entered into as of February 18, 2010 (to be effective as of March 1, 2010), by and between John W. O’Neil (the “Executive”) and Heeling Sports Limited, a Texas limited partnership (the “Company”).
HEELYS, INC. 2006 STOCK INCENTIVE PLAN (As Amended and Restated Effective May 20, 2010) RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 21st, 2011 • Heelys, Inc. • Footwear, (no rubber)
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • January 28th, 2010 • Heelys, Inc. • Footwear, (no rubber)
Each of the undersigned hereby agrees that Amendment No. 2 to the Statement on Schedule 13G to which this Agreement is attached be filed on behalf of Cypo, Inc., a Texas corporation, and Roger Ralph Adams, who holds 100% of the outstanding capital stock of Cypo, Inc.
FIRST AMENDMENT TO THEEmployment Agreement • April 17th, 2007 • Heelys, Inc. • Footwear, (no rubber)
THIS FIRST AMENDMENT (this “Amendment”), executed on April 11, 2007 (effective as of January 1, 2007 (the “Effective Date”)), is entered into between Michael G. Staffaroni (“Employee”) and Heeling Sports Limited, a Texas limited partnership (the “Company”).
TERMINATION AGREEMENTTermination Agreement • February 24th, 2011 • Heelys, Inc. • Footwear, (no rubber) • Texas
THIS TERMINATION AGREEMENT (the “Agreement”) is dated as of February 22, 2011, by and between Heeling Sports Limited, a Texas limited partnership (the “Company”), and Privee A.G. Corporation, successor in interest to A.G. Corporation (the “Distributor”). The Company and Distributor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 1st, 2006 • Heelys, Inc. • Texas
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 19, 2006, is by and among Heeling, Inc., a Nevada corporation (the "Company"), and Roger R. Adams ("Seller").
EMPLOYMENT AGREEMENT, INCLUDING AGREEMENT TO ARBITRATE, NONCOMPETITION AGREEMENT AND NONDISCLOSURE AGREEMENTAgreement and Nondisclosure Agreement • October 27th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Agreement is made and entered into on September , 2006 (effective as of May 19, 2006), by and between Patrick F. Hamner ("Employee") and Heeling Sports Limited, a Texas limited partnership (the "Company").
FIRST AMENDMENT TO THEEmployment Agreement • April 17th, 2007 • Heelys, Inc. • Footwear, (no rubber)
THIS FIRST AMENDMENT (this “Amendment”), executed on April 11, 2007 (effective as of January 1, 2007 (the “Effective Date”)), is entered into between Charles D. Beery (“Employee”) and Heeling Sports Limited, a Texas limited partnership (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2006 • Heelys, Inc. • Texas
This Registration Rights Agreement (the "Agreement") is made and entered into as of May 26, 2000, by and among Heeling, Inc., a Nevada corporation (the "Company"), Samuel B. Ligon and Patricia P. Ligon (collectively, the "Ligons") and Capital Southwest Venture Corporation, a Nevada corporation ("CSVC," and collectively with the Ligons, the "Investor").
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance and General Release Agreement • February 10th, 2009 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Severance and General Release Agreement (“Agreement”) is made and entered into effective as of February 10, 2009 (the “Effective Date”) by and between Heeling Sports Limited, a Texas limited partnership (the “Company”) and Don Carroll (the “Employee”) (the Company and the Employee are collectively referred to herein as the “Parties”).
SOURCING AGENT AGREEMENTAgent Agreement • September 1st, 2006 • Heelys, Inc. • Texas
This Consulting Agreement is made between Boss Technical Services, ("Agent") with a business address at Sasang, Pusan, South Korea and Heeling Sports LTD. (the "Company") a Nevada corporation located at 12900 Preston Road, Ste. 700, Dallas, Texas 75230.
SETTLEMENT AGREEMENTTechnology License Agreement • May 12th, 2008 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Settlement Agreement (“Agreement”), effective as of the 11th day of March, 2008 (“the Effective Date”), is made and entered into by and between Heeling Sports Limited, a Texas limited partnership having its principal place of business at 3200 Belmeade Drive, Suite 100, Carrollton, Texas 75006 (hereinafter “Heeling”), and Elan-Polo, Inc., a Missouri corporation having its principal place of business at 2005 Walton Road, Saint Louis, Missouri 63114, (hereinafter “Elan-Polo”) (Heeling and Elan-Polo are each sometimes referred to hereinafter as a “Party” and collectively sometimes referred to hereinafter as the “Parties”).
HEELYS, INC. AWARD AGREEMENTAward Agreement • March 20th, 2012 • Heelys, Inc. • Footwear, (no rubber)
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT, INCLUDING AGREEMENT TO ARBITRATE, NONCOMPETITION AGREEMENT AND NONDISCLOSURE AGREEMENTEmployment Agreement • April 17th, 2007 • Heelys, Inc. • Footwear, (no rubber)
THIS FIRST AMENDMENT (this “Amendment”), executed on April 11, 2007 (effective as of January 1, 2007 (the “Effective Date”)), is entered into between Patrick F. Hamner (“Employee”) and Heeling Sports Limited, a Texas limited partnership (the “Company”).
Amendment to Credit AgreementCredit Agreement • February 13th, 2007 • Heelys, Inc. • Footwear, (no rubber)
This agreement is dated as of February 7, 2007, by and between Heeling Sports Limited (the “Borrower”) and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA, with its main office in Chicago, IL (the “Bank”), and its successors and assigns. The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the “Effective Date”).
COMPROMISE AND SETTLEMENT AGREEMENTCompromise and Settlement Agreement • September 1st, 2009 • Heelys, Inc. • Footwear, (no rubber)
ON THIS DAY, Plaintiff Carl Dick has agreed with Defendants Heelys, Inc. (“Heelys”), Michael G. Staffaroni, Michael W. Hessong, Patrick F. Hamner, Roger R. Adams, Richard E. Middlekauff, Samuel B. Ligon, the estate of William R. Thomas, James T. Kindley, Jeffrey G. Peterson, Capital Southwest Corporation, Capital Southwest Venture Corporation, Bear, Stearns & Co., Inc. n/k/a J.P Morgan Securities Inc., Wachovia Capital Markets, L.L.C. n/k/a Wells Fargo Securities, LLC, J.P. Morgan Securities, Inc., and CIBC World Markets Corp (collectively, “Defendants;” Dick and Defendants are collectively the “Parties”) for the compromise and settlement of all disputes and claims between them, as follows:
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance and General Release Agreement • February 4th, 2008 • Heelys, Inc. • Footwear, (no rubber) • Texas
This Severance and General Release Agreement (“Agreement”) is made and entered into effective as of February 1, 2008 (the “Effective Date”) by and between the following Parties: (i) Heeling Sports Limited, a Texas limited partnership (the “Company”) and (ii) Michael G. Staffaroni (the “Employee”). The Company and the Employee are collectively referred to herein as the “Parties.”
INTELLECTUAL PROPERTY EXCLUSIVE LICENSE AGREEMENTIntellectual Property Purchase Agreement • October 4th, 2006 • Heelys, Inc. • Footwear, (no rubber) • Minnesota
THIS INTELLECTUAL PROPERTY EXCLUSIVE LICENSE AGREEMENT (this "Agreement"), dated and effective as of September 23, 2002 ("Effective Date") is by and between HEELING SPORTS LIMITED, a Texas limited partnership ("Licensee") and CURTIS HOLDINGS, LLC, a Minnesota limited liability company ("Licensor"). Licensee and Licensor are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties".
HEELYS, INC. 2006 STOCK INCENTIVE PLAN (As Amended and Restated Effective May 20, 2010) RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 12th, 2010 • Heelys, Inc. • Footwear, (no rubber)
