Key Employee Agreement - Global Sports inc. and Michael Conn
KEY EMPLOYEE AGREEMENT
To: Michael Conn
157 East 57th Street, Apt. 17C
New York, NY 10022
The undersigned, Global Sports, Inc., a Delaware corporation with its
principal place of business located at 555 S. Henderson Road, King of Prussia,
Pennsylvania 19406 (the "Company"), hereby agrees with you as follows:
1. Position and Responsibilities.
1.1 You shall serve as Senior Vice President, Strategic Development of the
Company (or in such other executive capacity as shall be designated by the Board
of Directors or Executive Committee of the Company and is reasonably acceptable
to you) and shall perform the duties customarily associated with such position
from time to time. In such capacity, you will be responsible for the overall
strategic evaluation of mergers and acquisitions, handling investors and
analysts, and overall strategic planning for the Company and its subsidiaries.
1.2 You will devote your full time and your best efforts to the performance
of your duties hereunder and the business and affairs of the Company. You agree
to perform such executive duties as may be assigned to you by or on authority of
the Company's Board of Directors or Executive Committee from time to time. You
will report directly to the Chief Executive Officer.
1.3 You will duly, punctually, and faithfully perform and observe any and
all rules and regulations which the Company may or shall hereafter reasonably
establish governing your conduct as an employee and the conduct of its business.
2. Term of Employment.
2.1 The initial term of this Agreement shall be for the period set forth in
Exhibit "A" annexed hereto. Thereafter, the term of this Agreement shall be
automatically renewed for successive periods of one (1) year each unless you or
the Company shall give the other not less than three (3) months prior written
notice of non-renewal. Notwithstanding anything contained herein to the
contrary, your employment by the Company may be terminated as provided in the
following Sections 2.2 and 2.3.
2.2 The Company shall have the right to terminate your employment at any
time under this Agreement prior to the expiration of the stated term in any of
the following ways:
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(a) on thirty (30) days prior written notice to you in the event of your
disability (disability shall be defined as your inability to perform
duties under this Agreement for an aggregate of ninety (90) days out
of any one hundred eighty (180) day period due to mental or physical
disability);
(b) immediately, without prior notice to you by the Company, for "Cause",
as defined in Section 2.3 of this Agreement;
(c) immediately, without prior notice to you, upon your death or in the
event of the liquidation or reorganization of the Company under the
federal Bankruptcy Code or any state insolvency or bankruptcy law; or
(d) at any time, without Cause (as defined herein); provided, however,
that if the Company terminates your employment without Cause (as
defined herein) prior to the expiration of the stated term, the
Company shall continue to pay you your Base Salary, as severance pay,
and provide you with your benefits that you are entitled to under
paragraph 4 (a), (b) and (c) of the attached Exhibit "A", for a period
of six (6) months after the effective date of your termination (the
"Severance Period").
2.3 For purposes of this Agreement, "Cause" shall mean: (i) the falseness
or material inaccuracy of any of your warranties or representations contained
herein; (ii) your willful failure or refusal to comply with explicit directives
of the Board of Directors or Executive Committee or to render the services
required herein after notice thereof from the Company and your failure to cure
such failure or refusal within ten days of receipt of such notice; (iii) a
determination by the Company acting in good faith that you are responsible for
fraud or embezzlement involving assets of the Company, its customers, suppliers
or affiliates or other misappropriation of the Company's assets or funds; (iv)
your conviction of a criminal felony offense; (v) the willful breach or habitual
neglect of your obligations under this Agreement or your duties as an employee
of the Company and your failure to cure such breach or neglect after notice fron
the Company and your failure to cure such notice or neglect within ten days of
receipt of such notice; and/or (vi) habitual use of drugs. The existence of
Cause (as defined herein) for termination of your employment by the Company
shall be subject, upon the written election by you or the Company, to binding
arbitration as provided in Section 9 hereof.
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Further, any dispute, controversy or claim arising out of, in connection
with, or in relation to, the definition of Cause as set forth in Section 2.3 of
this Agreement shall be settled by arbitration as provided in Section 9 hereof.
Any award or determination shall be final, binding and conclusive upon the
parties, and a judgment rendered may be entered in any court having jurisdiction
thereof.
2.4 If your employment is terminated because of your death, all obligations
of the Company hereunder shall cease, except with respect to amounts and
obligations accrued to you through the thirtieth day after the date on which
your death has occurred. Except as specifically provided in Section 2.2(d), if
your employment is terminated by the Company for any other reason, all
obligations of the Company (except with respect to amounts and obligations
accrued to you prior to the date of termination) shall cease immediately as of
the date of termination.
2.5 In addition to the Company's termination rights set forth above, you
shall have the right to terminate this Agreement for "Good Cause", as
hereinafter defined. As used herein, the term "Good Cause" shall mean the
failure of the Company to employ you in the capacity and with the
responsibilities for which you were hired as described in paragraph 1 above, and
the Company's failure to correct such failure within thirty days of notice from
you of the Company's alleged failure. Should the Company not correct the
situation, then you may again notify the Company of your election to terminate
this Agreement, effective in thirty days from the date of the second notice.
Such termination by you shall be treated as a termination without Cause by the
Company and you shall be entitled to the benefits set forth in paragraph 2.2(d)
above.
3. Compensation.
You shall receive the compensation and benefits set forth in Exhibit "A"
attached hereto ("Compensation") for all services to be rendered by you
hereunder and for your transfer of property rights, if any, pursuant to an
agreement between you and the Company relating to proprietary information and
inventions dated of even date herewith, a copy of which is attached hereto as
Exhibit "C" (the "Proprietary Information Agreement").
4. Other Activities During Employment.
4.1 Except for any outside directorships currently held by you, as listed
on Exhibit "B" attached hereto, and except with the prior written consent of a
disinterested majority of the Company's Board of Directors, which consent will
not be unreasonably withheld, you will not, during the term of this Agreement,
undertake or engage in any other employment,
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occupation or business enterprise other than one in which you are an inactive
investor.
4.2 You hereby agree that, except as disclosed on Exhibit "B" attached
hereto, you will not, during your employment hereunder, directly or indirectly,
engage (i) individually, (ii) as an officer, (iii) as a director, (iv) as an
employee, (v) as a consultant, (vi) as an advisor, (vii) as an agent (whether a
salesperson or otherwise), (viii) as a broker, or (ix) as a partner,
co-venturer, stockholder or other proprietor owning directly or indirectly more
than five percent (5%) interest in any firm, corporation, partnership, trust,
association or other organization which is engaged in the planning, research,
development, production, manufacture, marketing, sales or distribution of
athletic footwear, rugged outdoor footwear, sportswear, licensed products,
related products, equipment or services or any other line of business engaged in
or under demonstrable development by the Company, or any of its subsidiary
corporations, or their successors and assigns (such firm, corporation,
partnership, trust, association, or other organization being hereinafter
referred to as a "Prohibited Enterprise"). Except as may be shown on Exhibit "B"
attached hereto, you hereby represent that you are not presently engaged, in any
of the foregoing capacities (i) through (ix), in any Prohibited Enterprise.
5. Former Employment.
5.1 You represent and warrant that your employment by the Company will not
conflict with and will not be constrained or restricted by any prior or current
employment, consulting agreement or relationship, whether oral or written. You
further represent and warrant that you do not possess confidential information
arising out of any such employment, consulting agreement or relationship which,
in your best judgment, would be utilized in connection with your employment by
the Company in the absence of Section 5.2.
5.2 If, in spite of the second sentence of Section 5.1, you should find
that confidential information belonging to any other person or entity might be
usable in connection with the Company's business, you will not intentionally
disclose to the Company or use on behalf of the Company any confidential
information belonging to any of your former employers; but during your
employment by the Company you will use in the performance of your duties only
information which is generally known and used by persons with training and
experience comparable to your own and information which is common knowledge in
the industry or otherwise legally in the public domain.
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6. Proprietary Information .
You agree to execute, deliver and be bound by the provisions of the
Proprietary Information Agreement attached hereto as Exhibit "C".
7. Post-Employment Activities.
7.1 For a period of one (1) year after the termination of your employment
with the Company or its successors and assigns, for any reason whatsoever, the
provisions of Section 4.2 shall remain applicable to you and you shall comply
therewith.
7.2 For a period of one (1) year after the termination or expiration of
your employment with the Company or its successors and assigns, for any reason
whatsoever, you will not, absent the Board of Directors' prior written approval,
directly or indirectly, engage in activities similar to those described in
Section 4.2, nor render services similar or reasonably related to those which
you shall have rendered hereunder, to any person or entity whether now existing
or hereafter established which directly or indirectly competes with (or proposes
or plans to compete with) the Company or any of its subsidiaries or their
successors and assigns ("Direct Competitor") in the sale, either traditionally
or through the Internet, of sporting goods, athletic footwear, rugged outdoor
footwear, sportswear, licensed products and related products and services,
whether with respect to merchandise manufactured by the Company or any of its
subsidiaries or their successors and assigns for resale or purchased by the
Company or any of its subsidiaries or their successors and assigns as "closeout"
merchandise for resale. Nor shall you entice, induce or encourage any other
employees of the Company or any of its subsidiaries or their successors or
assigns to engage in any activity which, were it done by you, would violate any
provision of the Proprietary Information Agreement or this Section 7. As used in
this Agreement, the term "any line of business engaged in or under demonstrable
development by the Company or any of its subsidiaries or their successors and
assigns" shall be applied as of the date of termination of your employment
hereunder or as of the date of termination of any post-employment consultation,
whichever occurs later.
7.3 Notwithstanding anything contained in Section 7.1 or 7.2 of this
Agreement to the contrary, if your employment by the Company is terminated by
the Company without Cause (as defined herein), then you will be bound by the
provisions of Sections 7.1 and 7.2 only for the duration of the Severance
Period.
7.4 No provision of this Agreement shall be construed to preclude you from
performing, upon the expiration or termination
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of your employment (or any post-employment consultation), the same services
which the Company hereby retains you to perform for any person or entity which
is not a Direct Competitor of the Company or its subsidiaries or their
successors and assigns, so long as you do not thereby violate any term of this
Agreement or the Proprietary Information Agreement.
8. Remedies.
Your obligations under the Proprietary Information Agreement and the
provisions of Sections 4.2, 7, 8, 9 and 11 of this Agreement shall survive the
expiration or termination of your employment with the Company or its successors
and assigns (whether through your resignation or otherwise). You acknowledge
that a remedy at law for any breach or threatened breach by you of the
provisions of the Proprietary Information Agreement or Sections 4 or 7 hereof
would be inadequate and you therefore agree that the Company shall be entitled
to injunctive relief in case of any such breach or threatened breach.
9. Arbitration.
Any dispute concerning this Agreement, including, but not limited to, its
existence, validity, interpretation, performance or non-performance, arising
before or after termination or expiration of this Agreement, shall be settled by
a single arbitrator in Philadelphia, Pennsylvania, in accordance with the
expedited procedures of the commercial rules then in effect of the American
Arbitration Association. Judgment upon any award may be entered in the highest
court, state or federal, having jurisdiction. The cost of such arbitration shall
be borne equally between the parties thereto unless the arbitrator elects to
award costs and reasonable attorneys fees as part of the award which the
arbitrator shall have the authority to do.
10. Assignment.
This Agreement and the rights and obligations of the parties hereto shall
bind and inure to the benefit of any successor or successors of the Company by
reorganization, merger or consolidation and any assignee of all or substantially
all of its business and properties, but, except as to any such successor or
assignee of the Company, neither this Agreement nor any rights or benefits
hereunder may be assigned by the Company or by you, except by operation of law
or by a further written agreement by the parties hereto.
11. Interpretation.
IT IS THE INTENT OF THE PARTIES THAT, in case any one or more of the
provisions contained in this Agreement shall, for any
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reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the other provisions
of this Agreement and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. MOREOVER, IT
IS THE INTENT OF THE PARTIES THAT, if any one or more of the provisions
contained in this Agreement is or becomes or is deemed invalid, illegal or
unenforceable or in case any provision of this Agreement shall for any reason be
held to be excessively broad as to duration, geographical scope, activity or
subject, such provision shall be construed by amending, limiting and/or reducing
it to conform to applicable laws so as to be valid and enforceable or, if it
cannot be so amended without materially altering the intention of the parties,
it shall be stricken and the remainder of this Agreement shall remain in full
force and effect.
12. Notices.
Any notice which the Company is required to or may desire to give you shall
be given by registered or certified mail, return receipt requested, addressed to
you at your address of record with the Company, or at such other place as you
may from time to time designate in writing, with a copy to Ephraim Sobol,
Esquire, 164 Madison Avenue, 3rd Floor, New York, New York, 10016. Any notice
which you are required or may desire to give to the Company hereunder shall be
given by registered or certified mail, return receipt requested, addressed to
the Company at its principal office, or at such other office as the Company may
from time to time designate in writing with a copy to David S. Mandel, Esquire,
Astor Weiss Kaplan & Rosenblum, LLP, The Bellevue, Sixth Floor, 200 South Broad
Street, Philadelphia, Pennsylvania 19102.
13. Waivers.
No waiver of any right under this Agreement shall be deemed effective
unless contained in a writing signed by the party charged with such waiver, and
no waiver of any right arising from any breach or failure to perform shall be
deemed to be a waiver of any future such right or of any other right arising
under this Agreement.
14. Complete Agreement; Amendments.
The foregoing, including Exhibits "A", "B" and "C" attached hereto, is the
entire agreement of the parties with respect to the subject matter hereof,
superseding any previous oral or written communications, representations,
understandings, or agreements with the Company or any officer or representative
thereof. This Agreement may be amended or modified or certain provisions waived
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only by a written instrument signed by the parties hereto, upon authorization of
the Company's Board of Directors.
15. Headings.
The headings of the sections contained in this Agreement are inserted for
convenience and reference only and in no way define, limit, extend or describe
the scope of this Agreement, the intent of any provisions hereof, and shall not
be deemed to constitute a part hereof nor to affect the meaning of this
Agreement in any way.
16. Counterparts.
This Agreement may be signed in two counterparts, each of which shall be
deemed an original and both of which shall together constitute one agreement.
17. Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.
If you are in agreement with the foregoing, please sign your name below and
at the bottom of the Proprietary Information Agreement attached hereto,
whereupon both Agreements shall become binding in accordance with their terms,
and return this Agreement to the Company. (You may retain the accompanying
counterpart of this Agreement enclosed herewith for your records).
Very truly yours,
GLOBAL SPORTS, INC.
By: /s/ Michael G. Rubin
-----------------------------------
Michael G. Rubin
Title: Chairman and
Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Michael Conn
-------------------------
MICHAEL CONN
Date: February 24, 1999
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EXHIBIT A
EMPLOYMENT TERM, COMPENSATION AND BENEFITS
OF
MICHAEL CONN, SENIOR VICE PRESIDENT STRATEGIC DEVELOPMENT
1. Term.
The term of the Agreement to which this Exhibit "A" is annexed and
incorporated (the "Agreement") shall commence on February 24, 1999 and shall
terminate on December 31, 2003, unless renewed in accordance with Section 2.1 of
the Agreement or terminated prior thereto in accordance with Sections 2.2 or 2.3
of the Agreement.
2. Compensation.
a. Base Salary. During the term of the Agreement you will be paid an
annual Base Salary based upon the following schedule:
PERIOD ANNUAL BASE SALARY
------ ------------------
Execution of the Agreement through
December 31, 1999 $150,000.00
January 1, 2000 through
December 31, 2000 $162,500.00
January 1, 2001 through
December 31, 2001 $175,000.00
Your annual Base Salary for the period January 1, 2002 through December 31,
2003 shall be as negotiated by you and the Company; provided; however, that your
annual Base Salary for each year during this period shall be at least $12,500.00
in excess of your annual Base Salary for the prior year.
b. Bonuses. You will receive an annual bonus in the amount of 15% of your
Base Salary and have the opportunity to earn bonuses totalling up to
an additional 15% of your Base Salary each year through the following
programs:
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7.5% of your Base Salary, based upon an adequate number of analysts
(as determined by the Company's Chief Executive Officer, in his
discretion) picking up coverage of the Company in 1999 and/or the
Company completing a secondary offering in 1999; and/or
7.5% of your Base Salary, based upon the Company meeting or exceeding
its revenue and net income projections as detailed in the Company's
internal business plan; provided, however, that if an acquisition or
any significant change in the corporate structure occurs, the business
plan will be adjusted and the thresholds for this component of your
bonus will be adjusted to reflect the acquisition or change
All determinations as to meeting objective standards for bonuses shall be
made solely by the Company's regularly retained certified public accountants,
whose determinations shall be final and binding upon the parties and shall not
be subject to any appeal.
c. Payment of Base Salary. Base Salary and Bonuses shall be payable in
accordance with the Company's payroll policies.
3. Vacation.
You shall be paid for and be entitled to all legal and religious holidays
and three (3) weeks paid vacation per annum, commencing the first year of the
Agreement; provided, however, you may not take more than one week of vacation at
a time. All vacation time shall be earned on a quarterly basis. You shall
arrange for vacations in advance at such time or times as shall be mutually
agreeable to you and the Company. You shall be entitled to carry forward into
the subsequent year up to one (1) week of unused vacation time. You do not have
the right to receive pay in lieu of vacation.
4. Insurance and Benefits.
The Company, at its expense, shall provide you with the following benefits
in the same amounts and manner as provided to the members of the Company's
senior management:
(a) health insurance
(b) long term disability insurance
(c) term life insurance
(d) participation in the Company's 401K Plan
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In addition, the Company shall provide you with the following other
benefits at the Company's expense:
(a) automobile allowance not the exceed $500 per month, which includes
automobile insurance
(b) cell phone and cell phone account
(c) lap top computer
5. Expenses.
The Company shall reimburse you promptly for all reasonable and ordinary
business and out-of-pocket expenses incurred by you in connection with the
Company's business and in the scope of your employment hereunder, as approved by
the Company, including, without limitation, reasonable and necessary travel,
lodging, entertainment and meals incurred by you during the term of the
Agreement, provided the expenses are incurred in furtherance of the Company's
business and at the request of the Company. You agree to keep and maintain
records of the aforesaid expenses as may be requested by the Company and to
account to the Company for the expenses prior to reimbursement.
6. Stock Options and Stock Awards.
Pursuant to the terms of the Company's 1996 Equity Incentive Plan (the
"Plan"), you will be granted the following awards:
6.1 Upon the execution of the Agreement, the Company shall issue to you a
Restricted Stock Award to purchase fifteen hundred (1,500) shares of the
Company's common stock at a price of one cent per share ($.01). Such stock shall
be issued pursuant to Rule 144 and may only be sold or transferred by you in
accordance with Rule 144 and in no event prior to two years from the date of the
Agreement. Further, if you terminate your employment with the Company, for any
reason whatsoever, at any time within the first two (2) years of your employment
by the Company, the Company shall have the right to purchase such stock back
from you, and you shall resell these shares to the Company, for the price that
you paid to the Company for said stock.
6.2 You will also be granted five year options (such options are intended
to be "incentive stock options" as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, but are subject to the requirements set forth
therein) to purchase up to fifty thousand (50,000) shares of the Company's
common stock at an exercise price equal to the fair market value (determined by
the trading price) of the underlying common stock on the date that you commence
your employment pursuant to the Agreement, of which the options for ten thousand
(10,000) shares shall vest on each of December 31, 1999, December 31, 2000,
December 31, 2001, December 31, 2002 and December 31, 2003.
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The complete terms and conditions of this award shall be set forth in the
Option Grant Letter (the "Option Grant Letter") delivered to you simultaneous
herewith. Any conflict between the terms of the Option Grant Letter and the
Agreement shall be governed by the Option Grant Letter.
In the event of the termination of your employment caused by your
resignation, your dismissal with or without Cause (as defined herein), your
disability or your death, or in the event of a change in control as defined in
Section 6.3(b) of the Plan, your rights in the options shall be as set forth in
Article 6 of the Plan.
7. Relocation and Interim Housing Allowance.
You agree to establish your residency in the King of Prussia, Pennsylvania
area within (3) months from the date of the Agreement and, provided that you do
so, the Company will, upon presentation of acceptable proof of payment,
reimburse you for the following costs associated with your relocation, not to
exceed a total of $10,000.00:
a) interim housing expenses incurred prior to your relocation;
b) moving expenses; and
c) interim personal travel between your present home in New York and
King of Prussia, Pennsylvania prior to your relocation to the
King of Prussia, Pennsylvania area
Further, in the event that your employment by the Company is terminated by
the Company without Cause (as defined herein) at any time during the first two
(2) years of your employment by the Company and you relocate outside of the King
of Prussia, Pennsylvania area within (3) months thereafter, the Company will,
upon presentation of acceptable proof of payment, reimburse you for the costs
associated with such relocation, not to exceed a total of $10,000.00.
INITIALS:
Employee: /s/MC
Company: /s/MR
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EXHIBIT B
OUTSIDE EMPLOYMENTS AND DIRECTORSHIPS
OF
MICHAEL CONN
NONE
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EXHIBIT C
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PROPRIETARY INFORMATION AGREEMENT
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To: GLOBAL SPORTS, INC.
555 South Henderson Road
King of Prussia, PA 19406
The undersigned ("Employee"), in consideration of and as a condition of my
employment or continued employment by you and/or by companies which you own,
control, or are affiliated with or their successors in business (collectively,
the "Company"), hereby agrees as follows:
1. Confidentiality.
I agree to keep confidential, except as the Company may otherwise consent
in writing, and, except for the Company's benefit, not to disclose or make any
use of at any time either during or subsequent to my employment, trade secrets
and Confidential Information (as hereinafter defined), knowledge, data or other
information of the Company or any of its subsidiaries relating to products,
processes, know-how, techniques, methods, designs, formulas, test data, customer
lists, business plans, marketing plans and strategies, pricing strategies, or
other subject matter pertaining to any business of the Company or any of its
affiliates or subsidiaries, which I may produce, obtain, or otherwise acquire
during the course of my employment, except as herein provided. I further agree
not to deliver, reproduce or in any way allow any such trade secrets,
Confidential Information, knowledge, data or other information, or any
documentation relating thereto, to be delivered to or used by any third parties
without specific direction or consent of a duly authorized representative of the
Company.
As used herein, "Confidential Information" shall mean information or
materials that I know or have reason to know is the confidential or proprietary
information of the Company, either because such information is marked or
otherwise identified by the Company as confidential or proprietary, has
commercial value, or is not generally known in the Company's trade or industry.
Confidential Information shall include, without limitation: (a) concepts and
ideas relating to the development
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and distribution of content in any medium; (b) trade secrets, drawings,
inventions, know-how, software programs, and software source documents; (c)
information regarding plans for research, development, new service offerings or
products, marketing and selling, business plans, business forecasts, budgets and
unpublished financial statements, licenses and distribution arrangements, prices
and costs, suppliers and customers; and (d) existence of any business
discussions, negotiations or agreements between parties.
2. Conflicting Employment; Return of Confidential Information.
I agree that during my employment with the Company I will not engage in any
other employment, occupation, consulting or other activity relating to the
business in which the Company is now or may hereafter become engaged, or which
would otherwise conflict with my obligations to the Company. In the event my
employment with the Company terminates for any reason whatsoever, I agree to
promptly surrender and deliver to the Company all records, materials, equipment,
drawings, computer disks, documents and data of which I may obtain or produce
during the course of my employment, and I will not take with me any description
containing or pertaining to any confidential information, knowledge or data of
the Company which I may produce or obtain during the course of my employment.
3. Trade Secrets of Others.
I represent that my performance of all the terms of this Agreement and as
an employee of the Company does not and will not breach any agreement to keep
confidential proprietary information, knowledge or data acquired by me in
confidence or in trust prior to my employment with the Company, and I will not
disclose to the Company, or induce the Company to use, any confidential or
proprietary information or material belonging to any previous employer or
others. I agree not to enter into any agreement either written or oral in
conflict herewith.
4. Modification.
I agree that any subsequent change or changes in my employment duties,
salary or compensation or, if applicable, in any Employment Agreement between
the Company and me, shall not affect the validity or scope of this Agreement.
5. Arbitration.
Any dispute concerning this Agreement including, but not limited to, its
existence, validity, interpretation, performance or non-performance, arising
before or after termination or expiration of this Agreement, shall be settled by
a single
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arbitrator in Philadelphia, Pennsylvania, in accordance with the expedited
procedures of the commercial rules then in effect of the American Arbitration
Association. Judgment upon any award may be entered in the highest court, state
or federal, having jurisdiction. The cost of such arbitration shall be borne
equally between the parties thereto unless the arbitrator elects to award costs
and reasonable attorneys fees as part of the award which the arbitrator shall
have the authority to do.
6. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives and successors.
7. Interpretation.
IT IS THE INTENT OF THE PARTIES THAT in case any one or more of the
provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. MOREOVER, IT IS THE INTENT OF THE
PARTIES THAT if any provision of this Agreement is or becomes or is deemed
invalid, illegal or unenforceable or in case any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, such provision shall be
construed by amending, limiting and/or reducing it to conform to applicable laws
so as to be valid and enforceable or, if it cannot be so amended without
materially altering the intention of the parties, it shall be stricken and the
remainder of this Agreement shall remain in full force and effect.
8. Waivers.
No waiver of any right under this Agreement shall be deemed effective
unless contained in a writing signed by the party charged with such waiver, and
no waiver of any right arising from any breach or failure to perform shall be
deemed to be a waiver of any future such right or of any other right arising
under this Agreement.
9. Entire Agreement; Modification.
This Agreement constitutes the entire agreement between the parties and
supersedes any prior oral or written communications, representations,
understandings or agreements concerning the subject matter hereof with the
Company or any officer or
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representative thereof. This Agreement may be amended, modified, or certain
provisions waived only by a written instrument signed by the parties hereto,
upon authorization of the Company's Board of Directors.
10. Headings.
The headings of the Sections contained in this Agreement are inserted for
convenience and reference only and in no way define, limit, extend or describe
the scope of this Agreement, the intent of any provisions hereof, and shall not
be deemed to constitute a part hereof nor to affect the meaning of this
Agreement in any way.
11. Counterparts.
This Agreement may be signed in two counterparts, each of which shall be
deemed an original and both of which shall together constitute one agreement.
12. Governing Law.
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Pennsylvania.
13. Notices.
All notices, requests, demands and communications which are or may be
required to be given hereunder shall be deemed given if and when sent by
registered or certified mail, return receipt requested, postage prepaid, to the
following addresses (or, by written notice to the other party, to such other
address as may be specified by either party):
If to the Company: GLOBAL SPORTS, INC.
555 South Henderson Road
King of Prussia, PA 19406
Attention: President
With a copy to: David S. Mandel, Esquire
Astor Weiss Kaplan & Rosenblum, LLP
The Bellevue, Sixth Floor
200 South Broad Street
Philadelphia, PA 19102
If to Employee: Michael Conn
157 East 57th Street, Apt 17C
New York, NY 10022
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<PAGE>
With a copy to: Ephraim Sobol, Esquire
164 Madison Avenue, 3rd Floor
New York, New York, 10016
In Witness Whereof, the undersigned Employee has placed his hand and seal
hereto and the Undersigned Employer has caused this Agreement to be executed
with intent to be legally bound hereby, the day and year first above written.
EMPLOYEE:
Date: February 24, 1999 /s/ Michael Conn
------------------------------
MICHAEL CONN
ACCEPTED AND AGREED:
GLOBAL SPORTS, INC.
By: /s/ Michael G. Rubin
-------------------------------
Michael G. Rubin
Title: Chairman and Chief Executive Officer
Date: February 24, 1999
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