EMPLOYMENT AGREEMENT
THIS AGREEMENT effective as of August 18, 1997, between FIRST TEAM SPORTS,
INC., a Minnesota corporation (the "Company"), and Xxxx Xxxxxxx, a resident of
Minnesota ("Executive").
WITNESSETH
WHEREAS, Executive has been employed as Vice President-Finance since
September 1996; and
WHEREAS, the Company desires to continue to have the benefit of Executive's
experience and loyalty, and Executive is willing to provide Executive's services
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
1. Definitions.
The following capitalized terms used in this Agreement shall be
defined as follows:
"Agreement" shall mean this Agreement between the Company and Executive.
"Base Salary" shall mean the annual base salary payable to Executive
pursuant to Section 4(a) hereof, and "monthly Base Salary" shall mean the Base
Salary divided by twelve (12).
"Board" shall mean the Board of Directors of First Team Sports, Inc.
"Cause" shall mean Executive's (1) gross misconduct, dishonesty or
disloyalty; (2) willful and material breach of this Agreement by Executive; or
(3) conviction or entry of a plea of guilty or nolo contendere to any felony or
to any misdemeanor involving fraud, misrepresentation or theft.
A "Change of Control" shall be deemed to have occurred if (1) any "person"
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 25% or
more of the combined voting power (with respect to the election of directors) of
the Company's then outstanding securities; (2) at any time after the execution
of this Agreement, individuals who as of the date of the execution of this
Agreement constitute the Board (and any new director whose election to the Board
or nomination for election to the Board by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then still in
office) cease for any reason to constitute a majority of the Board; (3) the
consummation of a merger or consolidation of the Company with or into any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 70% of the combined
voting power (with respect to the election of directors) of the securities of
the Company or of such surviving entity outstanding immediately after such
merger or consolidation; or (4) the consummation of a plan of complete
liquidation of the Company or of an agreement for the sale or disposition by the
Company of all or substantially all of the Company's business or assets.
"Change of Control Payments" shall mean any payment (including any benefit
or transfer of property) in the nature of compensation, to or for the benefit of
Executive under any arrangement, which is partially or entirely contingent on a
Change of Control, or is deemed to be contingent on a Change of Control for
purposes of Section 280G of the Code. As used in this definition, the term
"arrangement" includes any agreement between Executive and the Company and any
and all of the Company's salary, bonus, incentive, compensation or benefit
plans, programs or arrangements, and shall include this Agreement.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder.
A "Commencement Date" shall occur on (1) such date as the Company enters
into negotiations leading toward an agreement in principle or definitive
agreement pursuant to which a Change of Control thereafter occurs; or (2) the
date on which a tender or exchange offer or proxy contest is commenced pursuant
to which a Change of Control thereafter occurs.
"Company" shall mean First Team Sports, Inc., a Minnesota corporation, any
subsidiaries thereof, and any successors or assigns, including any Successor.
"Company Product" means any product, product line or service (including any
component thereof or research to develop information useful in connection with a
product or service) that is being designed, developed, manufactured, marketed or
sold by the Company or with respect to which the Company has acquired
Confidential Information which it intends to use, or uses, in the design,
development, manufacture, marketing or sale of a product or service.
"Competitive Product" means any product, product line or service (including
any component thereof or research to develop information in connection with a
product or service) that is being designed, developed, manufactured, marketed or
sold by anyone other than the Company and is of the same general type, performs
similar functions, or is used for the same purposes as a Company Product.
"Confidential Information" means any information or compilation of
information that Executive learns or develops during the course of Executive's
employment that derives independent economic value from not being generally
known, or readily ascertainable by proper means, by other persons who can obtain
economic value from its disclosure or use. It includes but is not limited to
trade secrets, inventions, and discoveries, and may relate to such matters as
research and development, manufacturing processes, management systems and
techniques, and sales and marketing plans and information.
"Executive" shall mean Xxxx Xxxxxxx, a resident of Minnesota.
"Good Reason" shall mean (1) a substantial reduction in the nature or
status of Executive's responsibilities hereunder; (2) a reduction by the Company
in the Base Salary of Executive except to the extent permitted under Section
4(a) hereof; (3) the failure by the Company to allow Executive to participate to
the full extent to which Executive is eligible in all plans, programs or
benefits in accordance with Sections 4(b) to (e), inclusive, hereof; or (4)
relocation of Executive's principal office more than 20 miles from its current
location. Notwithstanding the foregoing, "Good Reason" shall be deemed to occur
only if such event enumerated in (1) through (4) above has not been corrected by
the Company within two weeks of receipt of notice from Executive of the
occurrence of such event, which notice shall specifically describe such event.
"Incentive Stock Option Plans" shall mean any such plans within the meaning
of Section 422 of the Code or any successor provision thereof.
"Inventions" means any inventions, discoveries, improvements, ideas, or
works of authorship (whether patentable or not and including those which may be
subject to copyright protection) generated, conceived, authored, or reduced to
practice by Executive alone or in conjunction with others, during or after
working hours, while an employee of the Company, and that:
(i) are derived in whole or in part from, or use, incorporate, or
represent any improvement to any Invention or trade secret of the
Company; or
(ii) result from any work Executive performs for the Company; or
(iii)use any of the Company's equipment, supplies, or facilities, or trade
secret information; or
(iv) otherwise relate to the Company's products or the Company's present or
possible future research or development.
"Permanently Disabled" shall mean permanently disabled in accordance with
the Company's long-term disability plan in effect at the time of commencement of
such permanent disability and as evaluated by sufficient documentation including
doctors statements, etc. as requested by the Company.
"Person" shall mean an individual, partnership, corporation, estate or
trust or other entity.
"Short-Term Plan" shall mean the annual Executive Bonus Plan of the Company
in effect from time to time.
"Successor" shall be any entity acquiring substantially all of the assets
of the Company or a corporation into which the Company is merged or with which
it is consolidated.
"Term" shall mean the term of Executive's employment including any period
of renewal, under Section 3 hereof.
"Transition Period" shall be that period of time commencing on the earlier
of a Commencement Date or a Change of Control and continuing for 365 days
following a Change of Control.
2. Employment and Duties.
(a) General. The Company hereby employs Executive as Vice President-Finance
upon the terms and conditions set forth in this Agreement. Executive agrees to
serve as Vice President-Finance and perform the duties and responsibilities
normally vested in the Vice President-Finance of a company, and those duties and
responsibilities as may, from time to time, be assigned to Executive by the
Board.
(b) Exclusive Services. Throughout the Term, Executive shall, except as may
from time to time be otherwise agreed in writing by the Company and unless
prevented by ill health, devote his full-time working hours to his duties
hereunder.
(c) No Other Employment. Throughout the Term, Executive shall not, directly
or indirectly, render services to any other person or organization for which he
receives compensation (excluding volunteer services or outside Board activities
with modest time commitments) without the consent of the Board or otherwise
engage in activities which would interfere significantly with the performance of
his duties hereunder.
3. Term of Employment. The Company shall retain Executive and Executive
shall serve in the employ of the Company for a minimum period of one (1) year
commencing as of the date of this Agreement; provided, however, that either
Executive or the Company may terminate the employment of Executive during the
Term or any one-year renewal period in accordance with, and subject to the right
of Executive to receive payments and other benefits that may be due pursuant to,
this Agreement. This Agreement will be subject to automatic renewals for
successive additional one (1)-year periods, unless nonrenewed as provided in
Section 9 of this Agreement or terminated as provided in this Agreement. All
payments and benefits under this Agreement, including termination payments and
benefits, are subject to ordinary withholding and deductions.
4. Compensation and Other Benefits. Subject to the provisions of this
Agreement, the Company shall pay and provide the following compensation and
other benefits to Executive during the Term as compensation for services
rendered hereunder:
(a) Base Salary. The Company shall pay to Executive a Base Salary at the
rate of $71,000 per annum, payable semi-monthly. The Company shall be entitled
to deduct or withhold all taxes and charges which the Company may be required to
deduct or withhold therefrom. The Base Salary will be reviewed not less than
annually by the Board and may be increased, reduced, or left unchanged;
provided, however, that any reduction shall be permitted only if the Company
then reduces the base compensation of its executive employees generally and
shall not exceed the average percentage reduction for all such executive
employees.
(b) Incentive Compensation. At all times during the Term, unless prohibited
by the Code or other applicable law, Executive shall be entitled to participate
in all incentive compensation plans and programs of the Company, currently
existing or subsequently adopted.
(c) Stock Options. At all times during the Term, Executive shall, unless
prohibited by the Code or other applicable law, be entitled to participate in
all stock option plans and programs of the Company currently existing or
subsequently adopted, unless otherwise agreed to by Executive and the Board or
unless such plan or program is specifically for the Company's non-executive
employees.
(d) Executive Benefit Plans. At all times during the Term, Executive shall,
unless prohibited by the Code or other applicable law, be eligible to
participate in all pension and welfare plans and programs of the Company for
executive employees, currently existing or subsequently adopted, including but
not limited to the following:
(i) all qualified pension plans (e.g., profit sharing and 401(k) plans);
(ii) all long-term disability and life insurance plans and programs;
(iii) all group health insurance plans; and
(iv) all supplemental retirement plans and programs.
5. Termination of Employment for Cause; Resignation Without Good Reason.
(a) Compensation and Benefits. If, prior to the expiration of the Term,
Executive's employment is terminated by the Company for Cause or if Executive
resigns from employment hereunder other than for Good Reason, then Executive
shall not be eligible to receive any compensation or benefits, or to participate
in any benefit plans or programs, under Section 4 hereof with respect to future
periods after the date of such termination or resignation except for the right
to receive any vested benefits in accordance with the terms of such plan or
program, or to continue or convert at Executive's expense group insurance
coverage as provided by law or the terms of such plan or program.
(b) Date of Termination. The date of termination of Executive's employment
by the Company under this Section 5 shall be one (1) month after receipt by
Executive of written notice of termination. The date of resignation by Executive
under this Section 5 shall be one (1) month after receipt by the Company of
written notice of resignation.
6. Termination of Employment Without Cause or Resignation for Good Reason
Other Than During Change of Control.
(a) Compensation and Benefits. If, other than during a Transition Period,
Executive's employment is terminated by the Company without Cause or Executive
resigns from his employment hereunder for Good Reason, Executive shall be
entitled only to receive the following from the Company promptly following the
Effective Date of termination or cessation of employment with the Company:
(i) The Company shall make a cash payment to Executive equal to the
greater of (A) the sum of Executive's monthly Base Salary times the number
of full calendar months remaining in the Term (without regard to renewals)
under this Agreement, plus a fraction of the incentive bonus earned by
Executive in the prior fiscal year the numerator of which equals the number
of full calendar months remaining in the Term (without regard to renewals)
and the denominator of which equals twelve (12) (i.e., [monthly Base Salary
X full calendar months) + (incentive bonus X full calendar months / 12)],
or (B) one-half (1/2) the sum of Executive's annual Base Salary plus
incentive bonus earned by Executive during the prior fiscal year.
(ii) With respect to any stock options, SARs, restricted stock awards
or performance share awards granted to Executive and outstanding
immediately prior to such termination or resignation, all restrictions
(other than those imposed by law) on all shares of restricted stock awards
shall lapse immediately, all outstanding options and SARs will become
exercisable immediately, and all performance share objectives shall be
deemed to be met.
(iii) Executive shall be entitled to continued participation in the
Company's group health insurance plan as permitted by COBRA and the terms
of such plan. Company shall, for a one-year period following termination of
Executive's employment, continue to pay a portion of Executive's Company
group health insurance premiums equivalent to that portion it pays on
behalf of its employees during such one-year period, subject to Executive
paying the employee portion of such premiums and subject to termination of
participation upon Executive becoming entitled to group health insurance
coverage on subsequent employment or upon Executive's electing not to
continue coverage or termination of such plan by Company.
(b) Date of Termination. The date of termination of Executive's employment
by the Company under this Section 6 shall be the date specified in the written
notice of termination to Executive, or if no such date is specified therein, the
date on which such notice is given to Executive. The date of resignation by
Executive under this Section 6 shall be two weeks after receipt by the Company
of written notice of resignation, provided that the Good Reason specified in
such notice shall not have been corrected by the Company during such two-week
period.
7. Termination of Employment Without Cause or Resignation With Good Reason
After Change of Control.
(a) Compensation and Benefits. If, prior to the expiration of the Term and
as of a date during a Transition Period, Executive's employment is terminated by
the Company or its Successor without Cause or if Executive resigns from
employment hereunder for Good Reason, Executive shall, subject to subsection (c)
below, be entitled only to receive the following from the Company or its
Successor promptly following the Effective Date of termination or cessation of
employment with the Company:
(i) Subject to paragraph (c) hereof, the Company shall make a cash
payment to Executive equal to the sum of (A) the amount of Executive's Base
Salary at the time of termination of Executive's employment, and (B) the
total amount of any incentive bonuses which, absent termination of
Executive's employment, could have been earned by Executive during the
fiscal year of the Company in which Executive's employment is terminated.
For purposes of clause (B), the computation of the amount of incentive
bonuses shall be based upon the incentive bonus programs in effect at the
time of termination of Executive's employment and such computation shall
assume that target performance levels are satisfied for all purposes during
such fiscal year. Such payment shall be made in cash within fifteen (15)
days from and after termination of Executive's employment.
(ii) Executive shall not be eligible to receive any compensation or
benefits or to participate in any plans or programs with respect to future
periods after the date of such termination or resignation except for the
right to receive any vested benefits in accordance with the terms of such
plan or program or to continue or convert at Executive's expense group
insurance coverage as provided by law or the terms of such plan or program.
With respect to any stock options, SARs, restricted stock awards or
performance share awards granted to Executive and outstanding immediately
prior to such termination or resignation, all restrictions (other than
those imposed by law) on all shares of restricted stock awards shall lapse
immediately, all outstanding options and SARs will become exercisable
immediately, and all performance share objectives shall be deemed to be
met.
(b) Date of Termination. The date of termination of Executive's employment
by the Company under this Section 7 shall be the date specified in the written
notice of termination to Executive, or if no such date is specified therein, the
date on which such notice is given to Executive. The date of resignation by
Executive under this Section 7 shall be two weeks after receipt by the Company
of written notice of resignation, provided that the Good Reason specified in
such notice shall not have been corrected by the Company during such two-week
period.
(c) Limitation on Change of Control Compensation. In the event that
Executive is a "disqualified individual" within the meaning of Section 280G of
the Code, the parties expressly agree that the payments described in this
Section 7 or in Section 9 shall be considered together with all Change of
Control Payments so that, with respect to Executive, all Change of Control
Payments are collectively subject to an overall maximum limit. Such maximum
limit shall be One Dollar ($1.00) less than the largest amount under which no
portion of the Change of Control Payments is considered a "parachute payment"
within the meaning of Section 280G of the Code. Accordingly, to the extent that
the Change of Control Payments would be considered a "parachute payment" with
respect to Executive, then the portions of such Change of Control payments shall
be reduced or eliminated in the following order until the remaining Change of
Control Payments with respect to Executive is one Dollar ($1.00) less than the
maximum allowable which would not be considered a "parachute payment" under the
Code:
(i) First, any cash payment to Executive;
(ii) Second, any Change of Control Payments not described in this
Agreement; and
(iii) Third, any forgiveness of indebtedness of Executive to the
Company.
Executive expressly and irrevocably waives any and all rights to receive any
Change of Control payments which would be considered a "parachute payment" under
the Code.
8. Termination of Employment by Disability or Death.
(a) Compensation and Benefits. If Executive becomes Permanently Disabled
prior to the expiration of the Term, the Company shall be entitled to terminate
Executive's employment subject to the Company's normal policies in such matters
as applied to all other salaried employees. In the event of such termination of
Executive's employment or termination of Executive's employment by reason of the
death of Executive prior to the expiration of the Term, the Executive (or
Executive's estate, as the case may be) shall be entitled to receive from the
Company only the following:
(i) In the event of termination after Executive has become Permanently
Disabled, Executive shall be entitled to continued participation in
hospital and medical plans and programs of the Company at Executive's own
expense, as required by COBRA and in accordance with Company policy as it
pertains to disabled salaried employees; that is for the period of said
disability or until normal retirement age subject to rules and practice of
the plan(s). Company may, in its discretion, provide the benefits described
herein under the Company's group plans or under no less favorable insurance
contracts or arrangements secured by the Company.
(ii) Executive (or, in the event of Executive's death, Executive's
estate or Executive's designated beneficiary) shall be entitled to receive
any vested benefits in accordance with the terms of any such benefit plans.
Executive shall be entitled to continued contributions under the Company's
qualified profit sharing and 401(k) plans to the extent permitted in said
plans.
(b) Date of Termination. The date of termination of Executive's employment
under this Section 8 shall be the date Executive becomes Permanently Disabled or
the date of Executive's death as the case may be.
9. Termination of Employment by Written Notice of Nonrenewal.
(a) Notice. This Agreement may be terminated with or without Cause upon
delivery of written notice of nonrenewal by either party to the other between
ninety (90) and sixty (60) days prior to the end of the Term or of any renewal
period.
(b) Compensation and Benefits. If Executive's employment is not renewed
under this Section 9, Executive shall be entitled only to the following
severance benefits:
(i) Unless the notice of nonrenewal is given during a Transition
Period, the Company shall make a cash payment equal to one-half (1/2) of
Executive's Base Salary at the time of termination of employment. Such
payment shall be made in cash within fifteen (15) days from and after the
end of Executive's employment. If the notice of nonrenewal is given during
a Transition Period, then, subject to Section 7(c), the Company shall make
a cash payment to Executive equal to the sum of (A) the amount of
Executive's Base Salary at the time of termination of Executive's
employment and (B) the amount of any incentive bonuses which, absent
termination of Executive's employment, could have been earned by Executive
during the fiscal year of the Company in which Executive's employment under
this Agreement ceases. For purposes of clause (B), the computation of the
amount of incentive bonuses shall be based upon the incentive bonus
programs in effect at the time of termination of Executive's employment and
such computation shall assume that target performance levels are satisfied
for all purposes during such fiscal year. Such payment shall be made in
cash within fifteen (15) days from and after Executive's employment under
this Agreement ceases.
(ii) Executive shall be entitled to continued participation in
Company's group health insurance plan as permitted by COBRA and the terms
of such plan. Company shall, for a one-year period following termination of
Executive's employment, continue to pay a portion of Executive's Company
group health insurance premiums equivalent to that portion it pays on
behalf of its employees during such one-year period, subject to Executive
paying the employee portion of such premiums and subject to termination of
participation upon Executive becoming entitled to group health insurance
coverage on subsequent employment or upon Executive's electing not to
continue coverage or termination of such plan by Company.
(c) Date of Termination. The date of termination of Executive's employment
by the Company under this Section 9 shall be the date on which the term of
Executive's employment expires.
10. Legal Fees and Expenses. The Company shall pay or reimburse Executive
for all reasonable legal fees and expenses incurred by Executive in seeking to
obtain or enforce any right or benefit provided by this Agreement from or
against the Company in a proceeding before a court of competent jurisdiction.
11. Assignment of Inventions. Executive agrees to promptly disclose to the
Company in writing all Inventions. All such Inventions shall be the exclusive
property of the Company and are hereby assigned by Executive to the Company.
Further, Executive will, at the Company's expense, give the Company all
assistance it reasonably requires to perfect, protect, enforce, and use its
rights to Inventions. In particular, but without limitation, Executive will sign
all documents, do all things, and supply all information that the Company may
deem necessary or desirable to:
(i) transfer or record the transfer of Executive's entire right,
title and interest in Inventions; and
(ii) enable the Company to obtain or enforce patent, copyright or
trademark protection for Inventions anywhere in the world.
The obligations of this Section shall continue beyond the termination of
employment with respect to Inventions conceived or made by Executive during the
period of Executive's employment and shall be binding upon assigns, executors,
administrators and other legal representatives. For purposes of this Agreement,
any Invention relating to the business of the Company on which Executive files a
patent application within six (6) months after termination of employment with
the Company shall be presumed to cover Inventions conceived by Executive during
the term of Executive's employment, subject to proof to the contrary by good
faith, written and duly corroborated records establishing that such Invention
was conceived and made following termination of employment.
NOTICE: Pursuant to Minnesota Statutes ss. 181.78, Executive is hereby
notified that this Section 11 does not apply to any invention for which no
equipment, supplies, facility, or trade secret information of the Company was
used and which was developed entirely on Executive's own time, and (1) which
does not relate (a) directly to the business of the Company or (b) to the
Company's actual or demonstrably anticipated research or development, or (2)
which does not result from any work performed by the employee for the Company.
12. Confidential Information. Executive agrees not to directly or
indirectly use or disclose Confidential Information for the benefit of anyone
other than the Company, either during or after employment, for as long as the
information retains the characteristics of Confidential Information described in
Section 1 above.
13. Return of Documents and Property. All documents and tangible items
provided to Executive by the Company, or possessed, obtained, or created by
Executive for use in connection with Executive's employment, are the property of
the Company and shall be promptly returned to the Company on termination of
employment together with all copies, recordings, abstracts, notes or
reproductions of any kind made from or about the documents and tangible items or
the information they contain.
14. Noncompetition. In consideration of Executive's rights under this
Agreement, including without limitation Sections 5 through 9 hereof, Executive
agrees that, from and after the Effective Date and continuing until the one-year
anniversary of termination or cessation of Executive's employment with the
Company, Executive will not, alone or in any capacity with another person or
entity:
(i) directly or indirectly, own any interest in, control, be employed
by or associated with, or render services to (including but not limited to
services in research), any person, entity, or subsidiary, subdivision,
division, or joint venture of such entity in connection with the design,
development, manufacture, marketing, or sale of a Competitive Product that
is sold or intended for use or sale in any geographic area in which the
Company actively markets a Company Product or intends to actively market a
Company Product of the same general type or function;
(ii) directly or indirectly, solicit any of the Company's present or
future employees for the purpose of hiring them or inducing them to leave
their employment with the Company;
(iii) directly or indirectly, solicit, attempt to solicit, interfere,
or attempt to interfere with the Company's relationship with its customers
or potential customers, on behalf of Executive or any other person or
entity engaged in the design, development, manufacture, marketing, or sale
of a Competitive Product; or
(iv) directly or indirectly design, develop, manufacture, market, or
sell any Competitive Product that is sold or intended for use or sale in
any geographic area in which the Company actively markets a Company Product
or intends to actively market a Company Product of the same general type or
function.
15. Breach of Noncompetition Provisions of this Agreement. In addition to
any other relief or remedies afforded by law or in equity, if Executive breaches
Section 14 of this Agreement, Executive agrees that the Company shall be
entitled, as a matter of right, to injunctive relief in any court of competent
jurisdiction plus its costs, including but not limited to its reasonable
attorneys' fees for securing such relief. Executive recognizes and hereby admits
that irreparable damage will result to the Company if Executive violates or
threatens to violate the terms of Section 14 of this Agreement. This Section 15
shall not preclude the granting of any other appropriate relief including,
without limitation, money damages against Executive for breach of Section 14 of
this Agreement.
16. Effect of Other Obligations. It is intended that the obligation of the
parties to perform the terms of this Agreement is unconditional and does not
depend on the performance or non-performance of any terms, duties or obligations
not specifically recited in this Agreement.
17. Binding Agreement. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto, any Successor to or assigns of the Company,
and Executive's heirs and the personal representative of Executive's estate.
18. Severability. If a Court finds that any provision of this Agreement is
not enforceable, Executive and the Company agree that the Court should modify
the provision to make it enforceable to the maximum extent possible. If the
provision cannot be modified, Executive and the Company agree that the provision
may be severed, and the other provisions of this Agreement shall remain in full
force and effect.
19. Amendment; Waiver. This Agreement may not be modified, amended or
waived in any manner except by an instrument in writing signed by both parties
hereto. The waiver by either party of compliance with any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any other provision of this Agreement, or of any subsequent breach by such party
of a provision of this Agreement.
20. Governing Law. All matters affecting this Agreement, including the
validity thereof, are to be governed by, interpreted and construed in accordance
with the laws of the State of Minnesota.
21. Notices. Any notice hereunder by either party to the other shall be
given in writing by personal delivery or certified mail, return receipt
requested. If addressed to Executive, the notice shall be delivered or mailed to
Executive at the address specified under Executive's signature hereto, or if
addressed to the Company, the notice shall be delivered or mailed to the Company
at its executive offices to the attention of the Board of Directors of the
Company. A notice shall be deemed given, if by personal delivery, on the date of
such delivery or, if by certified mail, on the date shown on the applicable
return receipt.
22. Supersedes Previous Agreements. This Agreement supersedes all prior or
contemporaneous negotiations, commitments, agreements and writings with respect
to the subject matter hereof, all such other negotiations, commitments,
agreements and writings will have no further force or effect, and the parties to
any such other negotiation, commitment, agreement or writing will have no
further rights or obligations thereunder.
23. Headings; Construction. The headings of Sections and paragraphs herein
are included solely for convenience of reference and shall not control the
meaning or interpretation of any of the provisions of this Agreement. This
Agreement shall be construed without regard to any presumption or other rule
requiring construction hereof against the party causing this Agreement to be
drafted.
24. Benefit. Nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the parties hereto or their respective
successors or assigns, any rights, remedies, obligations or liabilities under or
by reason of this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its officer pursuant to the authority of its Board, and Executive has executed
this Agreement, as of the day and year first written above.
FIRST TEAM SPORTS, INC.
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
