Agreement Regarding Amended and Restated Executive Officer Change In Control Agreement between Sport Supply Group, Inc. and Terrence M. Babilla
Contract Categories:
Human Resources
›
Change of Control Agreements
Summary
This agreement is between Sport Supply Group, Inc. and executive Terrence M. Babilla. It clarifies how the executive's severance payment will be calculated under a prior Change in Control Agreement, given changes to his compensation plan. For the 2010 fiscal year, the severance calculation will use the cash bonus paid in 2009 or another cash amount at the committee's discretion. For the 2011 fiscal year, the severance calculation will use a fixed amount of $131,250. This ensures clarity in severance terms if a change in control occurs.
EX-10.2 3 d68125exv10w2.htm EX-10.2 exv10w2
Exhibit 10.2
Agreement Regarding the Amended and Restated Executive Officer Change In Control Agreement
This Agreement, dated to be effective as of June 15, 2009, is by and between Sport Supply Group, Inc. (the Company) and Terrence M Babilla (the Executive).
Whereas: the Company has entered into an Amended and Restated Executive Officer Change In Control Agreement (the CIC Agreement) with Executive dated October 1, 2008;
Whereas: Pursuant to the CIC Agreement, the Executive may receive a Severance Payment (as defined within the CIC Agreement), whose value is derived in part from a calculation based on the Executives salary and the actual bonus paid to the Executive by the Company or any of its subsidiaries for the most recent fiscal year ended prior to the occurrence of the Change in Control, (as defined in that CIC Agreement);
Whereas: The Companys Compensation Committee (the Compensation Committee) intends to alter the component parts of the fiscal year 2010 compensation plan for the Executive, including a cash salary and the grant of stock options, but excluding an opportunity for the Executive to earn a cash bonus achieved as a result of meeting or exceeding a predetermined goal;
Whereas: The term actual bonus paid in the CIC Agreement does not give guidance on how to ascribe value to a non-cash bonus, such as a bonus/short-term incentive compensation in the form of the grant, exercise, or vesting of any common equity, equity option, or equity-linked derivative;
Whereas: Both the Compensation Committee and the Executive mutually recognize that replacing the cash bonus in fiscal 2010 with an equity grant will make it difficult to value the bonus portion of the Severance Payment to the Executive in the event of a Change in Control during the Companys 2011 fiscal year ending June 30, 2011;
Therefore, in association with the changes in the compensation plan for the Executive for the Companys 2010 fiscal year, the undersigned do hereby agree that:
During the Companys 2010 fiscal year, the value to be used for the actual bonus paid in determining the Severance Payment associated with the CIC Agreement shall be equal to the amount of cash bonus paid to the Executive pursuant to the terms of the Companys short-term bonus incentive compensation program for the fiscal year-ending June 30, 2009 or such other amounts paid in cash to the Executive at the Committees discretion. During the Companys 2011 fiscal year, the value to be used for the actual bonus paid in determining the Severance Payment associated with the CIC Agreement shall be US$131,250.00.
Signed:
Sport Supply Group, Inc.: | By: | /s/ William M. Lockhart | ||
William M. Lockhart | ||||
Chairman, Compensation Committee of the Board | ||||
Executive: | By: | /s/ Terrence M. Babilla | ||
Terrence M. Babilla | ||||
President, Chief Operating Officer, General Counsel | ||||