AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT
THIS AMENDMENT TO STOCK OPTION AGREEMENT (this "Amendment"),
dated to be effective as of January 14, 1998, is by and between ▇▇▇▇ ▇.
▇▇▇▇▇▇ ("▇▇▇▇▇▇") and Sport Supply Group, Inc. ("SSG").
WHEREAS, SSG granted ▇▇▇▇▇▇ options to acquire an aggregate of
100,000 shares of SSG's Common Stock (collectively referred to herein as
the "Options").
WHEREAS, on October 27, 1997, the Stock Option Committee
unanimously agreed to amend the Options to permit the transferability of
such Options.
WHEREAS, in order to induce ▇▇▇▇▇▇ to enter into a new employment
agreement with SSG, on January 14, 1998, the Stock Option Committee
determined that it would be in the Company's best interests to further
amend the Options to provide that, in the event of a Change in Control
(as defined in the Stock Option Agreement governing the Options), ▇▇▇▇▇▇
could surrender the Options to SSG for cancellation in exchange for an
amount in cash equal to the difference between the exercise price per
share under the Options and the highest closing sale price per share of
SSG's Common Stock during the 360 day calendar period prior to ▇▇▇▇▇▇'▇
election to surrender the Option;
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The third sentence in the first paragraph under Section 2.
"General Provisions", that reads "This Option is not transferable
otherwise than by will or the laws of descent and distribution, and is
exercisable during the Optionee's lifetime only by him or her." is
deleted in its entirety and replaced by the following:
"This Option is not transferable otherwise than by will or the laws
of descent and distribution, or as specifically provided below.
Optionee may transfer this Option to (i) the spouse, children or
grandchildren of the Optionee's "Immediate Family Members"; (ii) a trust
or trusts for the exclusive benefit of such Immediate Family Members;
(iii) a partnership or other entity in which such Immediate Family
Members are the only partners; or (iv) to other persons or entities
deemed appropriate by the Company's Stock Option Committee. This Option
may be exercised during the lifetime of the Optionee, only by the
Optionee or by his guardian or legal representative or his transferee as
permitted hereunder."
The second sentence in the third paragraph under Section 2.
"General Provisions", that reads "After the Optionee's death, this
Option shall be exercised only by the Executor or Administrator of the
Optionee's Estate, or if the Optionee's Estate is not in administration,
by the person or persons to whom the Optionee's rights shall have passed
by the Optionee's will or under the laws of descent and distribution of
the State where the Optionee was domiciled at the date of death." is
deleted in its entirety and replaced by the following:
"After the Optionee's death, this Option shall be exercisable only
by the Optionee's transferee as permitted hereunder, or by the Executor
or Administrator of the Optionee's Estate, or if the Optionee's Estate
is not in administration, by the Optionee's transferee as permitted
hereunder, or by the person or persons to whom the Optionee's rights
shall have passed by the Optionee's will under the laws of descent and
distribution of the State where the Optionee was domiciled at the date
of death."
The last sentence of the fourth paragraph of Section 3. "Exercise
of Option", that reads "In the event the person exercising the Optionee
is a transferee of the Optionee by will or under the laws of descent and
distribution, the Exercise Notice shall be accompanied by appropriate
proof (satisfactory to the Company) of the right of such transferee to
exercise the Option." is hereby deleted in its entirety and replaced
with the following:
"In the event the person exercising the Option is a transferee of
the Optionee, the Exercise Notice shall be accompanied by appropriate
proof (satisfactory to the Company) of the right of such transferee to
exercise the Option."
2. Subject to the terms and provisions of this Amendment, the
Stock Option Agreement governing the Options is hereby amended to
include the following language:
"Notwithstanding the provisions set forth herein, the Optionee may
elect for a period of 180 days following a Change in Control to
surrender to the Company for cancellation all or any part of the
unexercised portion of the Option. In consideration of such surrender
and cancellation, the Optionee shall be entitled to receive for each
share of Common Stock as to which the surrendered portion of the Option
relates an amount in cash equal to the difference between the Option
Price per share under the Option and the highest closing sales price per
share (as reported on the principal stock exchange on which the Common
Stock is traded) of Common Stock during the 360 calendar day period
prior to Optionee's election pursuant to this paragraph."
3. This Amendment and the Stock Option Agreement governing the
Options between ▇▇▇▇▇▇ and the Company constitute the entire agreement
between the parties pertaining to the subject matter contained herein
and therein and supersede all prior and contemporaneous agreements,
representations and understandings of the parties. No supplement,
modification or amendment of this Amendment shall be binding unless
signed by the party to be charged therewith.
IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of January 14, 1998.
SPORT SUPPLY GROUP, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
