Golf Galaxy, Inc. Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 10th, 2006 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores • Minnesota

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 9th day of October, 2006 by and between Golf Galaxy, Inc. (the “Company”) and Randall K. Zanatta (the “Executive”).

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AMENDED AND RESTATED RETENTION AGREEMENT
Retention Agreement • October 10th, 2006 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores
EMPLOYMENT AGREEMENT
Employment Agreement • May 17th, 2005 • Golf Galaxy, Inc. • Minnesota

THIS AGREEMENT, is made and entered into effective as of the 11th day of May 2005, by and between Golf Galaxy, Inc. (the "Company") and Ronald G. Hornbaker (the "Executive").

RETENTION AGREEMENT
Retention Agreement • May 17th, 2005 • Golf Galaxy, Inc.
EMPLOYMENT AGREEMENT
Employment Agreement • May 17th, 2005 • Golf Galaxy, Inc. • Minnesota

THIS AGREEMENT, made and entered into as of this 31st day of December, 1997, by and between Golf Galaxy, Inc. (the "Company") and Randy Zanatta (the "Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2006 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores • Minnesota

THIS AGREEMENT, made and entered into as of this 16th day of March, 2006, by and between Golf Galaxy, Inc. (the “Company”) and Ralph D. Maltby (the “Executive”).

GOLF GALAXY, INC. 2004 STOCK INCENTIVE PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT
Agreement • May 17th, 2005 • Golf Galaxy, Inc.

THIS AGREEMENT is made as of the Grant Date set forth above, by and between Golf Galaxy, Inc., a Minnesota corporation (the "Company"), and the Optionee named above, who is an employee of the Company or a Subsidiary of the Company (the "Optionee").

AGREEMENT AND PLAN OF REORGANIZATION GOLF GALAXY, INC. GOLFWORKS ACQUISITION CORP. and RALPH MALTBY ENTERPRISES, INC. A/K/A THE GOLFWORKS RALPH D. MALTBY DONNA D. MALTBY MARK R. MCCORMICK Dated as of February 15, 2006
Agreement and Plan of Reorganization • February 21st, 2006 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores • Minnesota

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of February 15, 2006, by and among Golf Galaxy, Inc., a Minnesota corporation (“Parent”); GolfWorks Acquisition Corp., an Ohio corporation and a wholly-owned subsidiary of Parent (“Sub”); Ralph Maltby Enterprises, Inc. a/k/a The GolfWorks, an Ohio corporation (the “Company”); and Ralph D. Maltby, Donna D. Maltby and Mark R. McCormick (each of the foregoing individuals being sometimes referred to individually as a “Shareholder” and referred to collectively as the “Shareholders”).

GOLF GALAXY, INC. 1996 STOCK OPTION AND INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement • June 29th, 2005 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores

THIS AGREEMENT is made as of the Grant Date set forth above, by and between Golf Galaxy, Inc., a Minnesota corporation (the "Company"), and the Optionee named above, who provides services to the Company or a Subsidiary of the Company as an employee, consultant or other service provider (the "Optionee").

AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 13, 2006 AMONG GOLF GALAXY, INC. YANKEES ACQUISITION CORP. AND DICK’S SPORTING GOODS, INC.
Agreement and Plan of Merger • November 14th, 2006 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores • Minnesota

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 13, 2006, by and among Dick’s Sporting Goods, Inc., a Delaware corporation (the “Parent”), Yankees Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Parent (the “Subsidiary”), and Golf Galaxy, Inc., a Minnesota corporation (the “Company” and where the context requires, the “Company” means the Company and its consolidated subsidiaries) (the Subsidiary and the Company sometimes being referred to hereinafter as the “Constituent Corporations”).

Shares(1) Golf Galaxy, Inc. Common Stock PURCHASE AGREEMENT
Purchase Agreement • May 11th, 2006 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores • Minnesota
LOAN AND SECURITY AGREEMENT WELLS FARGO RETAIL FINANCE, LLC The Lender GOLF GALAXY, INC. The Borrower October 20, 2004
Agreement • May 17th, 2005 • Golf Galaxy, Inc.

Wells Fargo Retail Finance, LLC (in such capacity, herein the "Lender"), a Delaware limited liability company with offices at One Boston Place—18th Floor, Boston, Massachusetts 02109;

3,333,000 Shares(1)
Golf Galaxy, Inc. • July 15th, 2005 • Retail-miscellaneous shopping goods stores • Minnesota
STOCK PURCHASE WARRANT To Subscribe for and Purchase Common Stock of GOLF GALAXY, INC.
Golf Galaxy, Inc. • May 17th, 2005

THIS CERTIFIES THAT, for value received, U.S. Bancorp Piper Jaffray Inc. (herein called "Purchaser"), or registered assigns, is entitled to subscribe for and purchase from Golf Galaxy, Inc. (the "Company"), a corporation organized and existing under the laws of the State of Minnesota, at the price specified below (subject to adjustment as noted below) at any time after the date hereof to and including the earlier of (i) October 3, 2005 or (ii) the third anniversary of the initial underwritten public offering of the Company's Common Stock (the earlier of (i) or (ii) being the "Expiration Date"), Fourteen Thousand Nine Hundred Twenty One (14,921) fully paid and nonassessable shares of Common Stock (subject to adjustment as noted below) (the "Warrant Stock"). This Warrant has been issued pursuant to an Engagement Agreement dated as of May 1, 2000 (the "Agreement") between the Purchaser and the Company.

GOLF GALAXY, INC. 2004 STOCK INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Stock Option Agreement • June 29th, 2005 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores

THIS AGREEMENT is made as of the Grant Date set forth above, by and between Golf Galaxy, Inc., a Minnesota corporation (the "Company"), and the Optionee named above, who provides services to the Company or a Subsidiary of the Company as an employee, consultant or other service provider (the "Optionee").

AGREEMENT TO VOLUNTARILY CONVERT PREFERRED STOCK
Convert Preferred Stock • June 29th, 2005 • Golf Galaxy, Inc. • Retail-miscellaneous shopping goods stores

This Agreement to Voluntarily Convert Preferred Stock (the "Agreement") is executed as of the 16th day of May, 2005, by and among Golf Galaxy, Inc., a Minnesota corporation (the "Company"), and all of the holders (the "Holders") of the issued and outstanding preferred stock (the "Preferred Stock") of the Company.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 17th, 2005 • Golf Galaxy, Inc. • Minnesota

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of October 3, 2000 ("Agreement"), by and among GOLF GALAXY, INC., a Minnesota corporation (the "Company"), WILLIAM BLAIR CAPITAL PARTNERS V, L.P. ("Blair"), PRIMUS CAPITAL FUND IV LIMITED PARTNERSHIP ("Primus Capital"), PRIMUS EXECUTIVE FUND LIMITED PARTNERSHIP ("Primus Executive"), FdG Capital Partners LLC ("FCP"), FdG-Chase Capital Partners LLC (together with FCP, "FdG"), The Musicland Group, Inc. ("Musicland") (FdG, Musicland, Blair, Primus Capital and Primus Executive, collectively called the "Investors"), RANDALL K. ZANATTA ("Zanatta") and GREGORY B. MAANUM ("Maanum").

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