Key Employee Agreement - Global Sports Inc. and Michael Golden
KEY EMPLOYEE AGREEMENT
To: Michael Golden
38 W. 21st Street, 7th Floor
New York, NY 10010
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:
Position and Responsibilities.
1.1 You shall serve as Executive Vice President Global Sports
Interactive ("GSI") (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 overall account management of GSI outsourcing clients, on and
off-line marketing, business development, technology, creative, production,
customer service and fulfillment operations.
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:
(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);
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(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 by the
Company, 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 from
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. 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
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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 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.
The existence of Good Cause (as defined herein) for termination of your
employment by you shall be subject, upon the written election by you or the
Company, to binding arbitration as provided in Section 9 hereof. Further, any
dispute, controversy or claim arising out of, in connection with, or in relation
to, the definition of Good Cause as set forth in Section 2.5 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.
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, 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.
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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.
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
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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 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.
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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 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
_________________________________________. 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 Arthur H. Miller, Esquire, Blank Rome
Comisky & McCauley LLP, One Logan Square, Philadelphia, Pennsylvania 19103.
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,
constitutes 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 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
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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_________
Name: Michael G. Rubin
Title: Chairman and Chief Executive Officer
ACCEPTED AND AGREED:
_/s/ Michael Golden_______
MICHAEL GOLDEN
Date: ____3/28/99_________
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EXHIBIT A
EMPLOYMENT TERM, COMPENSATION AND BENEFITS
OF
MICHAEL GOLDEN, EXECUTIVE VICE PRESIDENT GLOBAL SPORTS INTERACTIVE
1. Term.
The term of the Agreement to which this Exhibit "A" is annexed and
incorporated (the "Agreement") shall commence on February 4, 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 as follows:
PERIOD ANNUAL BASE SALARY
Execution of the Agreement through
December 31, 1999 $150,000
January 1, 2000 through
December 31, 2000 $160,000
January 1, 2001 through
December 31, 2001 $170,000
January 1, 2002 through
December 31, 2002 $180,000
January 1, 2003 through
December 31, 2003 $190,000
b. Signing Bonus. Upon execution of this Agreement, you will receive a
bonus in the amount of $30,000.
c. Performance Bonuses. You will have the opportunity to earn
performance bonuses during each fiscal year of the Agreement, in an amount not
to exceed 60% of your Base Salary.
During the first fiscal year of the Agreement, you may receive a
performance bonus as follows:
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(i) up to 15% of your Base Salary, based upon the timely
launch (October 1, 1999) of all Global Sports
Interactive ("GSI") outsourcing clients signed by
March 1, 1999, not to exceed 12 retailers; and/or
(ii) up to 15% of your Base Salary based upon the gross
revenues of the Company's GSI business for the fiscal
year ending December 31, 1999, which revenues shall
be mutually agreed upon by you and the Company on or
before March 31, 1999; and/or
(iii) up to 15% of your Base Salary based upon your success
in creating the Company's GSI business, keeping its
overhead within budget and effectively using funds
allocated to the GSI business, as determined by the
Company's Chief Executive Officer; and/or
(iv) up to 15% of your Base Salary based upon your overall
performance review, as determined by the Company's
Chief Executive Officer.
During each subsequent fiscal year of the Agreement, you may receive a
performance bonus in an amount not to exceed 60% of your then Base Salary, as
determined by the Company's Board of Directors following consultation and
discussion between you and the Board.
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.
d. 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 two 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 and 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;
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(c) term life insurance; and
(d) participation in the Company's 401K Plan.
In addition, the Company shall provide you with the following other
benefits at the Company's expense:
(a) automobile allowance not to exceed $500 per month, which
includes automobile
insurance; and
(b) cell phone and cell phone account.
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 Option.
Pursuant to the terms of the Company's 1996 Equity Incentive Plan (the
"Plan"), upon the execution of the Agreement, the Company shall grant to you a
five year option (such option is intended to be an "incentive stock option" as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, but is
subject to the requirements set forth therein) to purchase up to seventy-five
thousand (75,000) 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, which option shall vest as follows: fifteen thousand (15,000)
shares shall vest on December 31, 1999; fifteen thousand (15,000) shares shall
vest on December 31, 2000; fifteen thousand (15,000) shares shall vest on
December 31, 2001; fifteen thousand (15,000) shares shall vest on December 31,
2002; and fifteen thousand (15,000) shares shall vest on December 31, 2003.
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.
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7. Relocation.
You agree to establish your residency in the King of Prussia,
Pennsylvania area within (3) months from the date of the Agreement, with the
cost of such relocation to be borne by you.
INITIALS:
Employee: __/s/ MG___
Company: ________
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EXHIBIT B
OUTSIDE EMPLOYMENTS AND DIRECTORSHIPS
OF
MICHAEL GOLDEN
Outside Directorships Company Ownership Percentage
1. Chairman of the Board Iguana Studios 250 shares 25%
2. Director Worldly Investor 10,000 shares less than 1%
3. Organic 185,000 shares 2.25%
4. Organic Holdings 20,000 shares 1%
5. Bd. of Advisors Stan Lee Media 100,000 shares 1.5%
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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. Confidentialitv.
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 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.
<PAGE>
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 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.
<PAGE>
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 one or more of the provisions 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 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 is 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
<PAGE>
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: Arthur H. Miller, Esquire
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, PA 19103
If to Employee: Michael Golden
705 Gawain Road
Plymouth Meeting, PA 19462
With a copy to:
In witness whereof, the undersigned Employee has placed his/her 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: _____3/28/99_ ___/s/ Michael Golden___________
MICHAEL GOLDEN
ACCEPTED AND AGREED:
GLOBAL SPORTS, INC.
By: __/s/ Michael G. Rubin_____________
Name: Michael G. Rubin
Title: Chairman and Chief Executive Officer
Date: ___________________