Letter Agreement between Mark H. Robinson and GameStop Corp. executed June 7, 2023
Exhibit 10.1
625 Westport Parkway
Grapevine, TX 76051
817 ###-###-####
June 7, 2023
Mr. Mark Robinson
| Re: | Offer Letter |
Dear Mark,
Congratulations! I am pleased to offer you a promotion to the role of General Manager of GameStop Corp. (the “Company”) effective as of today, which role you will assume in addition to your ongoing role as General Counsel and Secretary of the Company. You will continue to be subject to all policies of the Company and GameStop Texas, Ltd. in effect from time to time, including the Company’s Anti-hedging Policy, Clawback Policy, Insider Trading Policy and Code of Ethics.
Your new base salary will be at the annualized rate of $200,000 and will be effective as of June 7, 2023.
You will continue to be eligible to earn all transformation bonuses, restricted shares and stock units, and restricted long-term incentive cash in accordance with, and subject to, the vesting and other terms of any award agreements that have been issued to you on or prior to the date hereof. For the avoidance of doubt, nothing in this letter shall change, eliminate or modify any terms of those award agreements, certain terms of which are summarized below.
| • | A total of $396,000 in transformation bonuses are being paid bi-weekly over the two year which began on July 1, 2021. These bonuses are paid in bi-weekly installments, as follows: In year 1, you received a bi-weekly installment of $8,884.61, less applicable taxes. In year 2, you have received (and for the remainder of year 2 you will remain eligible to receive) a bi-weekly installment of $6,346.15, less applicable taxes. Your right to receive each installment is conditioned on your continuous employment with us through the payment date of that installment. Except in case of your involuntary termination of employment without Cause as provided below, if your employment with us ceases for any reason, no additional installments will be paid. |
| • | On June 9, 2020 you were granted two separate restricted long-term incentive cash awards, each in an amount of $60,000 (for an aggregate amount of $120,000). Two-thirds of each of these awards have previously vested and the last third of such awards will vest on the third anniversary of the grant date, subject to your continuous service through such date and all required performance hurdles set forth within the individual award agreements. |
| • | On May 3, 2021, you were granted 2,284 restricted shares of the Company’s Class A common stock (“Common Stock”). The May 2021 equity award vests in equal installments on the first three anniversaries of the grant date, subject to your continuous service through the applicable vesting date. |
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625 Westport Parkway
Grapevine, TX 76051
817 ###-###-####
| • | On July 1, 2021 you were granted 11,632 restricted stock units of the Company’s Common Stock. The July 2021 equity award will vest as follows: 5% on the first anniversary of the grant date, 15% of the second anniversary of the grant date, and 20% on each of the dates that are 30, 36, 42 and 48 months following the grant date, subject in each case to your continuous service through the applicable vesting date. |
| • | On July 1, 2022, you were granted 95,408 restricted stock units of the Company’s Common Stock. The July 2022 equity award will vest as follows: 16% on October 1, 2022 and April 1, 2023, and 17% on each of October 1, 2023, April 1, 2024, October 1, 2024, and April 1, 2025, subject in each case to your continuous service through the applicable vesting date. |
In addition to the above and in connection with your promotion, on June 12, 2023, you will be granted 9,300 restricted stock units based on the Company’s Common Stock (the “Additional Equity Award”). The Additional Equity Award will fully vest on the one year anniversary of the date of grant, subject to your continuous service through such date. The equity award referenced in this paragraph will be documented in a separate award agreement; that agreement will contain additional terms and conditions (not inconsistent with this letter) and be delivered to you following the grant date, and the Additional Equity Award will be subject to all terms and conditions set forth in such award documentation.
The Company’s agreement to grant equity to you and to pay you transformation bonus installments does not guarantee your employment for any period or otherwise limit our ability to terminate your employment at any time, for any reason, even if your opportunity to receive or vest in such equity or receive such signing bonus installments would be forfeited as a result of such termination. We will periodically review your performance and compensation levels and may make adjustments, all as determined in the sole discretion of applicable management.
Consistent with all roles in the organization, your employment will remain on an at-will basis, having no specified term, and may be terminated at the will of either party on notice to the other. However, if we terminate your employment without Cause (as defined on Exhibit A), you will receive the following severance benefits, subject to the conditions noted below: (i) we will pay you an amount equal to six months of your base salary, (ii) if you are participating in our group health plans immediately prior to your termination, we will pay you an amount equal to the applicable premium for COBRA continuation coverage for you and your eligible dependents for six months, (iii) we will pay you any transformation bonus installments which have not already been paid, (iv) the portion of any equity-based award that was otherwise scheduled to vest in the ordinary course during the six month period immediately following your termination date will become vested and (v) any long-term incentive cash award that was otherwise scheduled to vest in the ordinary course during the six month period immediately following your termination date will become vested. To be eligible for these benefits you must (x) sign a release of claims on such form as we supply (which form will be substantially consistent with that used for other terminating senior executives) and that release must become irrevocable within 60 days after your termination date, and (y) comply with any applicable post-employment covenants under any other written agreement with us. The amounts described in clauses (i), (ii) and (iii) will be paid in a single cash lump sum (less required tax withholdings) as soon as practicable after the release becomes effective, and in no event later than 70 days after the termination date. The shares described in clause (iv) will be issued (if not already outstanding) and released from transfer restrictions as soon as practicable after the release becomes effective, and in no event later than 70 days after the termination date. The amount described in clause (v) will be paid in accordance with the terms of the Long-Term Incentive Cash Award Terms & Conditions and at the same time as all other participants in such long-term incentive cash program are paid.
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625 Westport Parkway
Grapevine, TX 76051
817 ###-###-####
Any modification of any of the terms of this letter must be made in writing and signed by an authorized, executive officer of the Company to be valid and enforceable.
This letter supersedes any prior compensation terms or offer letter entered into between you and the Company. Except as otherwise expressly provided herein, this letter and the terms and conditions of the applicable award agreements referenced above represents our entire agreement regarding your employment and compensation and supersedes all prior discussions and agreements regarding these topics; provided, however, this agreement is in addition to and complements (and does not replace or supersede): i) your agreement to the GameStop C.A.R.E.S Rules of Dispute Resolution; and ii) all obligations you have to the Company or any of its affiliates with respect to confidentiality and return of property, non-disparagement, non-competition, and non-solicitation (whether such obligation arises by contract, common law, statute, or otherwise). Notwithstanding the foregoing, none of the non-competition obligations referenced in this paragraph shall be interpreted or applied in a manner to prevent or restrict you from practicing law, as it is the intent of such obligations to create certain limitations on your business activities only; provided, however you acknowledge and agree that you are bound by all ethical and professional obligations (including those with respect to conflicts and confidentiality) that arise from your provision of legal services to, and acting as legal counsel for, the Company and, as applicable, its subsidiaries and affiliates.
If you have any questions or concerns, please feel free to contact me.
Sincerely,
/s/ Diana Saadeh-Jajeh
Diana Saadeh-Jajeh
Chief Financial Officer
| Accepted By: | /s/ Mark H. Robinson | June 7, 2023 | ||||
| Mark H Robinson | Date |
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625 Westport Parkway
Grapevine, TX 76051
817 ###-###-####
Exhibit A
Additional Provisions for Offer Letter
| 1. | Definition of Cause. For purposes of the compensation letter, “Cause” mean any of the following: (i) your conviction of, or plea of nolo contendere to, a felony or any crime involving fraud or dishonesty; (ii) your willful misconduct, whether or not in the course of service, that results (or that, if publicized, would be reasonably likely to result) in material and demonstrable damage to the business or reputation of the Company or any of its affiliates or subsidiaries; (iii) material breach by you of any agreement with, policy of or duty owed to the Company or any of its affiliates or subsidiaries; or (iv) your willful refusal to perform your duties to the Company or the lawful direction of your supervisor that is not the result of a disability; provided, however, an act or omission described in clause (iii) or (iv) will only constitute “Cause” if (A) it is not curable, in the good faith sole discretion of the Company’s Board of Directors (the “Board”) or its delegate, or (B) it is curable in the good faith sole discretion of the Board or its delegate, but is not cured to the reasonable satisfaction of the Board or its delegate within 30 days following written notice thereof to you by the Company (such notice to state with specificity the nature of the breach or willful refusal). However, a termination of your employment due to your death or Disability will not constitute a termination without Cause. |
“Disability” means a written determination by a physician mutually agreeable to you and the Company (or, in the event of your total physical or mental disability, your legal representative) that you are physically or mentally unable to perform your duties and that such disability can reasonably be expected to continue for a period of six consecutive months or for shorter periods aggregating 180 days in any 12-month period. In addition, and without limiting the foregoing, a Disability shall be deemed to have occurred if you become entitled to receive benefits under any long-term disability plan or policy maintained or funded by the Company.
| 2. | Compliance with Section 409A. Section 409A. The parties intend for all amounts payable under this offer letter to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and this offer letter will be interpreted accordingly. Nonetheless, the Company does not guaranty the tax treatment of your compensation arrangements under Section 409A or any other federal, state or local tax law. |
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