Gadzooks Inc Sample Contracts

Gadzooks Inc – March 11, 2005 (March 17th, 2005)

Reference is made to that certain Purchase Agreement dated as of February 16, 2005 (as amended, the “Purchase Agreement”) by and among Gadzooks, Inc., a Delaware corporation (the “Company”), Gadzooks 21, Inc., a Delaware corporation (“Purchaser”), and, solely for purposes of Sections 1.1(c), 3.2(b), 3.2(d), 3.3, 3.5 and 9.3 thereof, Forever 21, Inc., a Delaware corporation. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement. In connection with the Closing, the Company and Purchaser hereby agree as follows:

Gadzooks Inc – FIRST AMENDMENT TO PURCHASE AGREEMENT (March 17th, 2005)

This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is dated as of February 22, 2005, by and among Gadzooks, Inc., a Texas corporation (the “Company”), and Gadzooks 21, Inc., a Delaware corporation (“Purchaser”). Capitalized terms used but not defined elsewhere in the text of this Amendment are used as defined in the Purchase Agreement (defined below).

Gadzooks Inc – PURCHASE AGREEMENT BY AND AMONG GADZOOKS, INC., GADZOOKS 21, INC. AND FOREVER 21, INC. (solely for purposes of Sections 1.1(c), 3.2(b), 3.2(d), 3.3, 3.6, 3.7 and 9.3) DATED AS OF February 16, 2005 (February 22nd, 2005)

This PURCHASE AGREEMENT (this “Agreement”) is dated as of February 16, 2005, by and among Gadzooks, Inc., a Texas corporation (the “Company”), Gadzooks 21, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and, solely for purposes of Sections 1.1(c), 3.2(b), 3.2(d), 3.3, 3.5 and 9.3, Forever 21, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined elsewhere in the text of this Agreement are defined in Section 9.10.

Gadzooks Inc – News Release FOR IMMEDIATE RELEASE CONTACT: Monty Standifer Executive Vice Pres. & CFO (February 22nd, 2005)

CARROLLTON, TX, February 17, 2005 Gadzooks, Inc. (OTC Pink Sheets: GADZQ) (the “Company”) announced today that it has entered into an asset purchase agreement with an affiliate of Forever 21, Inc., a national specialty retailer of apparel and accessories for fashion-oriented women operating over 200 retail stores, to sell substantially all of the operating assets of the Company and its 243 retail stores pursuant to Section 363 of the United States Bankruptcy Code.

Gadzooks Inc – ORDER GRANTING EMERGENCY MOTION FOR ORDER (A) APPROVING BIDDING PROCEDURES AND TERMINATION FEE IN CONNECTION WITH SALE OF SUBSTANTIALLY ALL OF THE DEBTOR’S ASSETS, (B) SCHEDULING BIDDING DEADLINE, AUCTION DATE AND APPROVAL HEARING DATE, (C) APPROVING FORM AND NOTICE THEREOF, AND (D) AUTHORIZING PERFORMANCE UNDER AGREEMENT (January 18th, 2005)

Upon the Emergency Motion for Order (A) Approving Bidding Procedures and Termination Fee in Connection with Sale of Substantially All of the Debtor’s Assets, (B) Scheduling Bidding Deadline, Auction Date and Approval Hearing Date, (C) Approving form and Notice Thereof, and (D) Authorizing Performance Under Agreement (the “Motion”) filed by the above-captioned debtor and debtor in possession, Gadzooks, Inc. (the “Debtor”), the Court, having jurisdiction to consider the Motion, and finding that no further notice is needed, it is therefore

Gadzooks Inc – EXECUTIVE EMPLOYMENT AGREEMENT (December 22nd, 2004)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of December, 2004 (the “Effective Date”) by and between Gadzooks, Inc. (the “Company”) and Monty Standifer (the “Executive”).

Gadzooks Inc – SEVERANCE PROTECTION AGREEMENT (December 22nd, 2004)

WHEREAS, the Board of Directors of the Company (the “Board”) and the Executive desire to enter into this Agreement as a condition to the Executive’s employment with the Company and to provide certain benefits to the Executive upon the termination of employment of the Executive under certain conditions and upon termination of that certain Executive Employment Agreement by and between the Company and the Executive, dated as of the date hereof (the “Employment Agreement”);

Gadzooks Inc – News Release FOR IMMEDIATE RELEASE CONTACT: Jerry Szczepanski Chief Executive Officer 972-307-5555 (August 31st, 2004)

This material includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include estimates, targets, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. There are many factors that could cause forward-looking statements not to be correct, including the cautionary statements contained in this material and risks and uncertainties inherent in the Company’s business set forth in the filings of the Company with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K. The Company does not undertake any obligation to update any forward-looking

Gadzooks Inc – THIRD AMENDMENT TO RIGHTS AGREEMENT (July 16th, 2004)

This THIRD AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of July 15, 2004, to that certain Rights Agreement (as the same may be amended from time to time, the “Agreement”) dated as of September 3, 1998 between Gadzooks, Inc., a Texas corporation (the “Company”), and Mellon Investor Services LLC, as successor to ChaseMellon Shareholder Services, L.L.C., as rights agent (the “Rights Agent”), as amended by a First Amendment to the Agreement, dated as of October 7, 2003, between the Company and the Rights Agent (the “First Amendment”) and as further amended by a Second Amendment to the Agreement, dated as of October 23, 2003, between the Company and the Rights Agent (the “Second Amendment”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement.

Gadzooks Inc – INTERIM ORDER PURSUANT TO SECTIONS 105(a), 362 AND 541 OF THE BANKRUPTCY CODE ESTABLISHING PROCEDURES FOR (I) REQUIRING NOTICE IN ADVANCE OF CERTAIN TRANSACTIONS REGARDING CLAIMS AGAINST AND EQUITY INTERESTS IN GADZOOKS, INC., AND (II) THE IMPOSITION OF SANCTIONS FOR VIOLATING THE NOTIFICATION PROCEDURES (May 27th, 2004)

Upon the Emergency Motion of the Debtor Pursuant to Sections 105(a), 362 and 541 of the Bankruptcy Code for Interim and Final Order Establishing Procedures for (I) Requiring Notice in Advance of Certain Transactions Regarding Claims Against and Equity Interests in Gadzooks, Inc., and (II ) the Imposition of Sanctions for Violating the Notification Procedures (the “Motion”), filed by the debtor and debtor in possession, Gadzooks, Inc. (the “Debtor”), the court having jurisdiction to consider the Motion, having heard the evidence and statements of counsel, and finding that no further notice is needed, it is therefore

Gadzooks Inc – The PLAN is comprised of three primary components including a retention bonus, a performance incentive and a severance program. The RETENTION BONUS COMPONENT provides an incentive for each key employee to remain with the Company until a specified future event has occurred. The PERFORMANCE INCENTIVE COMPONENT provides an incentive for key employees in Groups 1-3 if the performance for the current FY2004 fiscal year that ends on January 31, 2005 exceeds the business plan analyzed in three time periods: February - April; May-August; and, September - January, 2005. The FY2004 business plan has bee (May 17th, 2004)
Gadzooks Inc – ..i.. 4.7 INDEBTEDNESS ............................................................. 40 4.8 INSURANCE ................................................................ 41 4.9 LICENSES ................................................................. 41 4.10 LEASES ................................................................... 42 4.11 REQUIREMENTS OF LAW ...................................................... 42 4.12 LABOR RELATIONS .......................................................... 42 4.13 MAINTAIN PROPERTIES ...................................................... 43 4.14 TAXES ..... (May 17th, 2004)

Section Relates to : ------- ---------------------------- 4.7 Indebtedness 4.14 Pay taxes (except as provided therein) 4.19 Dividends. Investments. Other Corporate Actions 4.23 Affiliate Transactions 4-41 Financial Performance Covenants Article 4 Reporting Requirements Article 6 Cash Management

Gadzooks Inc – News Release FOR IMMEDIATE RELEASE CONTACT: Jim Motley VP, CFO 972-307-5555 (February 3rd, 2004)

Dallas, Texas, February 3, 2004 — Gadzooks, Inc. (Nasdaq:GADZ) announced today that it filed for bankruptcy protection early this morning in the Northern District of Texas. This move was necessary in order to provide time to complete the reorganization of its core business around 252 stores chosen to strengthen its market position in the junior apparel business. In addition to 31 stores currently being liquidated, approximately 125 additional stores will be liquidated in the coming weeks. In addition to the store closings, approximately 65 corporate and field overhead positions will be eliminated to streamline the cost structure of the company.

Gadzooks Inc – NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Jim Motley VP, CFO 972-307-5555 GADZOOKS REPORTS THIRD QUARTER OPERATING RESULTS DALLAS, November 18, 2003-- Gadzooks, Inc. (NASDAQ: GADZ - news) today reported a net loss of $22.1 million for the third quarter ended November 1, 2003. Significantly impacting the loss was an $8.7 million non-cash valuation allowance recognized during the quarter to reduce the Company's deferred tax assets. In addition, the Company did not recognize a tax benefit during the quarter for the operating loss generated. While this tax accounting treatment materially impacts (November 18th, 2003)

THIRD QUARTER ENDED NINE MONTHS ENDED -------------------------------- -------------------------------- NOVEMBER 1, NOVEMBER 2, NOVEMBER 1, NOVEMBER 2, 2003 2002 2003 2002 -------------- -------------- -------------- -------------- Net sales $ 49,190 $ 73,734 $ 188,405 $ 228,706 Cost of goods sold including buying, distribution and occupancy costs 43,747 56,785 160,028 170,823 -------------- -------------- -------------- --------------

Gadzooks Inc – Calendar Period Percentage --------------- ---------- April 1 through September 30, 2003 85% October 1, 2003 through March 31, 2004 95% April 1, 2004 and thereafter 85% II.. The definition of "Availability Reserves" on Page 3 of the Loan Agreement is hereby amended by deleting subparagraph (v) contained therein, and inserting the following in its place: (v) Permanent Availability Block in the amount of: (a) $3,000,000.00 at all times through September 30, 2003; (b) $1,500,000.00 from October 1, 2003 through December 31, 2003; and thereafter: -1- (c) Increasing by $125,000.00 each week, as of t (October 14th, 2003)
Gadzooks Inc – ...April 11, 2003.. ..i.. 4-12 LABOR RELATIONS................................................................. 41 4-13 MAINTAIN PROPERTIES............................................................. 41 4-14 TAXES.......................................................................... . 42 4-15 NO MARGIN STOCK................................................................. 43 4-16 ERISA.......................................................................... . 43 4-17 HAZARDOUS MATERIALS............................................................. 43 4-18 LITIGATION......................... (April 29th, 2003)

Line Utilization Standby L/C Fee Documentary L/C Fee ------------------------------------------------------------------------- Level I - - Up to $5,000,000.00 1.25% 0.75% ------------------------------------------------------------------------- Level II - - Greater than $5,000,000.00, but less than $10,000,000.00 1.50% 1.00% ------------------------------------------------------------------------- Level III - - Greater than $10,000,000.00 2.00% 1.50% -------------------------------------------------------------------------

Gadzooks Inc – AMENDMENT NO. 8 TO THE GADZOOKS, INC. 1992 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN (October 20th, 2000)
Gadzooks Inc – AMENDMENT NO. 1 TO THE GADZOOKS., INC. EMPLOYEE STOCK PURCHASE PLAN (October 20th, 2000)
Gadzooks Inc – SEVERANCE AGREEMENT (April 26th, 2000)
Gadzooks Inc – SEVERANCE AGREEMENT (April 26th, 2000)
Gadzooks Inc – SECOND AMENDMENT TO CREDIT AGREEMENT (June 15th, 1999)
Gadzooks Inc – SEVERANCE PROTECTION AGREEMENT (December 15th, 1998)
Gadzooks Inc – EXECUTIVE RETIREMENT AGREEMENT (December 15th, 1998)
Gadzooks Inc – SEVERANCE PROTECTION AGREEMENT (December 15th, 1998)
Gadzooks Inc – SEVERANCE PROTECTION AGREEMENT (December 15th, 1998)
Gadzooks Inc – ADOPTION AGREEMENT (December 1st, 1998)
Gadzooks Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (September 15th, 1998)
Gadzooks Inc – 1992 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN (August 7th, 1998)
Gadzooks Inc – 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (August 7th, 1998)
Gadzooks Inc – STANDARD INDUSTRIAL LEASE AGREEMENT (April 27th, 1998)
Gadzooks Inc – GADZOOKS, INC. DEFERRED COMPENSATION PLAN (April 27th, 1998)
Gadzooks Inc – EMPLOYEE STOCK PURCHASE PLAN (April 21st, 1998)
Gadzooks Inc – 1994 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN (April 23rd, 1997)
Gadzooks Inc – 1992 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN (April 23rd, 1997)
Gadzooks Inc – SEVERANCE AGREEMENT (April 23rd, 1997)