Exhibit - 10.79 GOODY'S FAMILY CLOTHING, INC. AMENDED AND RESTATED 1991 STOCK INCENTIVE PLAN .........THIS INDENTURE is made as of the 12th day of September, 1991, and amended and restated as of January ____, 1992, May 13, 1998 and June 21, 2000, by...Goodys Family Clothing Inc /Tn • August 31st, 2000 • Retail-family clothing stores • Tennessee
EXHIBIT 10.111Stock Option Agreement • October 28th, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
COMMON STOCKUnderwriting Agreement • August 25th, 1997 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Georgia
BETWEENSeverance Agreement • August 26th, 2002 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
EXHIBIT 10.104 EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
RECITALS:Loan and Security Agreement • August 20th, 2003 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Georgia
BETWEENEmployment Agreement • May 22nd, 2003 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
BETWEENEmployment Agreement • December 3rd, 1998 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
BETWEENEmployment Agreement • May 19th, 2004 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
RECITALS:Loan and Security Agreement • April 26th, 2002 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Georgia
Exhibit 10.45 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT ("Agreement") is entered into as of the 16th day of May, 1997 by and between GOODY'S FAMILY CLOTHING, INC., a Tennessee corporation, GOODY'S MS, L.P., a Tennessee limited partnership, GOODY'S...Amendment Agreement • June 16th, 1997 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
EXHIBIT 10.97 EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2003 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 31, 1996Credit Agreement • December 16th, 1996 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
Exhibit 10.46 DEFERRED COMPENSATION AGREEMENT AGREEMENT made as of the 15th day of June, 1997 between GOODY'S FAMILY CLOTHING, INC. a for-profit corporation organized under the laws of the State of Tennessee (the "Employer") and ROBERT M. GOODFRIEND...Deferred Compensation Agreement • August 25th, 1997 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
EXHIBIT 10.112Support Agreement • October 28th, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
JOINDER AGREEMENT AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTJoinder Agreement • March 22nd, 2004 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Georgia
Exhibit - 10.81 GOODY'S FAMILY CLOTHING, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN .....................................THIS INDENTURE is made as of the 16th day of May, 1997, amended and restated as of May 13, 1998 and June 21, 2000, by...Goodys Family Clothing Inc /Tn • August 31st, 2000 • Retail-family clothing stores • Tennessee
Exhibit - 10.80 GOODY'S FAMILY CLOTHING, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN THIS INDENTURE is made as of the 16th day of April 1993, and amended and restated as of May 13, 1998 and June 21, 2000, by Goody's Family Clothing, Inc., a...Goodys Family Clothing Inc /Tn • August 31st, 2000 • Retail-family clothing stores • Tennessee
Exhibit 10.84 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE is made and entered into by and between HARRY M. CALL (hereinafter referred to as "Employee") and GOODY'S FAMILY CLOTHING, INC. (hereinafter referred...Separation Agreement and General Release • August 31st, 2000 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
EXHIBIT 4.1 GOODY'S FAMILY CLOTHING, INC. 1997 STOCK OPTION PLAN THIS INDENTURE is made as of the 16th day of May, 1997, by Goody's Family Clothing, Inc., a corporation organized and doing business under the laws of the State of Tennessee (the...Goodys Family Clothing Inc /Tn • July 29th, 1997 • Retail-family clothing stores • Tennessee
5.4 Upon the occurrence of a Restricting Event, all of the Corporation's rights in the Policies under this Article Five shall cease and shall be possessed exclusively by the Policy Owner, subject to the limitations set forth in Article Seven. ARTICLE...Split Dollar Life Insurance Agreement • December 9th, 1999 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • New York
WITNESSETH:Fourth Amendment Agreement • November 21st, 2000 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
WITNESSETHEmployment Agreement • November 22nd, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores
EXHIBIT 10.95 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this "Agreement") is made and entered into as of October 16, 2002, by and between LANA CAIN KRAUTER (hereinafter referred to as "Employee") and GOODY'S FAMILY CLOTHING, INC. (hereinafter...Separation Agreement • November 22nd, 2002 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
EXHIBIT NO. 10.90 LOAN AND SECURITY AGREEMENT DATED AS OF MAY 31, 2001Loan and Security Agreement • July 3rd, 2001 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Georgia
EXHIBIT - 10.65 ASSUMPTION AND CONSENT AGREEMENT THIS ASSUMPTION AND CONSENT AGREEMENT ("Agreement") is entered into as of the _16th__ day of December, 1998 by and between GOODY'S FAMILY CLOTHING, INC., a Tennessee corporation, GOODY'S MS, L.P., a...Assumption and Consent Agreement • April 27th, 1999 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores
October 27, 2005 GF Goods Inc. c/o GMM Capital, LLC 689 Fifth Avenue 14th Floor New York, NY 10022 Gentlemen and Ladies: Reference is made to that certain Acquisition Agreement and Agreement and Plan of Merger Agreement (the "Agreement"), to be...Goodys Family Clothing Inc /Tn • October 28th, 2005 • Retail-family clothing stores • New York
This letter will confirm the commitment of Prentice Capital Management, LP, on behalf of one or more of its affiliated funds or managed accounts ("Prentice") and GMM Capital, LLC ("GMM"), to provide equity and debt financing (the "Financing") to AcquisitionCo in an amount in cash sufficient for the payment of the aggregate Offer Price, at or prior to the Offer Payment Date (the "Offer Contribution Obligation"), and the aggregate Merger Consideration and Option Consideration, at or prior to the Effective Time (the "Merger Contribution Obligation"). The proceeds to AcquisitionCo from this financing will be used to provide the financing for the acquisition of the Company pursuant to the Agreement (the "Acquisition").
ARTICLE 1 PURPOSECompensation Plan and Agreement • August 4th, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
BY AND AMONGOption Holder Acknowledgement Agreement • October 28th, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
EMPLOYMENT AGREEMENT BETWEEN GOODY’S FAMILY CLOTHING, INC. AND DEVIN KEILEmployment Agreement • November 17th, 2004 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between GOODY’S FAMILY CLOTHING, INC., a Tennessee corporation (the “Company”), and DEVIN KEIL (the “Executive”), shall be effective as of the 12th day of July, 2004.
November 10, 2005Goodys Family Clothing Inc /Tn • November 10th, 2005 • Retail-family clothing stores
On October 27, 2005, Goody’s Family Clothing, Inc. (“Goody’s” or the “Company”) entered into a Merger Agreement with GF Goods Inc. and GF Acquisition Corp. (collectively, the “Purchaser”), which are affiliates of GMM Capital LLC and Prentice Capital Management, LP to purchase all of the issued and outstanding common stock of Goody’s for $9.60 net per share in cash. GF Acquisition Corp. has commenced a Tender Offer for all of Goody’s outstanding shares today. Following the Tender Offer, subject to the satisfaction of the conditions in the Merger Agreement, GF Acquisition Corp. will merge into Goody’s, and all shares not purchased in the Tender Offer (other than shares owned by Purchasers or their respective affiliates) will be converted into the right to receive $9.60 per share in cash.
AGREEMENT IN PRINCIPLE ON SETTLEMENT REACHED IN LITIGATION RELATING TO ACQUISITION OF GOODY’S FAMILY CLOTHING; NO TENDER OFFER PROCEEDS TO BE WITHHELDGoodys Family Clothing Inc /Tn • December 27th, 2005 • Retail-family clothing stores
New York, New York and Knoxville, Tennessee (December 23, 2005) — Goody’s Family Clothing, Inc. (Nasdaq:GDYS) and GF Acquisition Corp., an affiliate of Prentice Capital Management, LP and GMM Capital LLC, announced today that an agreement in principle on a settlement has been reached in the litigation relating to the Acquisition Agreement and Agreement and Plan of Merger, dated as of October 27, 2005, among Goody’s, GF Goods Inc. (now known as Goody’s Holdings, Inc.) and GF Acquisition Corp. The Chancery Court for Knox County, Tennessee, lifted the temporary injunction which required that $1,000,000 be withheld from the proceeds of the tender offer contemplated by the Merger Agreement.
1 EXHIBIT 10.44 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the 19th day of June, 1996, by and between GOODY'S FAMILY CLOTHING, INC., a Tennessee corporation (the "Corporation"), and IRWIN L....44 Indemnification Agreement • May 1st, 1997 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
EXHIBIT 10.107 SEPARATION AND GENERAL RELEASE AGREEMENT THIS SEPARATION AND GENERAL RELEASE AGREEMENT is made and entered into by and between MAX W. JONES (hereinafter referred to as "Jones") and GOODY'S FAMILY CLOTHING, INC. (hereinafter referred to...Separation and General • August 10th, 2005 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
EXHIBIT 10.93 DEDICATED SERVICE AGREEMENT This Dedicated Service Agreement (this "Agreement") is made and entered into as of April 22, 2002 between GOODY'S FAMILY CLOTHING, INC. and GOODY'S MS, L.P. (collectively, "Goody's") and LANDAIR TRANSPORT,...Dedicated Service Agreement • August 26th, 2002 • Goodys Family Clothing Inc /Tn • Retail-family clothing stores • Tennessee
