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This excerpt taken from the DKS DEF 14A filed Apr 20, 2009. Offer
Letters for Executive Officers
On November 28, 2005, the Company agreed to terms of
employment with Gwen Manto, whereby Ms. Manto agreed to
join the Company as Executive Vice President and Chief
Merchandising Officer. Ms. Manto joined the
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Company in January 2006. Under the offer letter, Ms. Manto
received an initial gross annual salary of $600,000, and is
eligible to participate in the Company’s management bonus
plan. Ms. Manto received a signing bonus of $385,000 and an
initial stock option grant of 150,000 shares, which cliff
vested January 9, 2009, three (3) years from her
starting employment date. The Company also paid to
Ms. Manto, in two yearly installments, the value of
8,000 units of unvested restricted stock held by
Ms. Manto in connection with her previous employment at
Sears, Roebuck and Company. These payments were made in two
installments during 2006 and 2007.
On February 13, 2007, we entered into an employment
agreement with Randall K. Zanatta, Golf Galaxy’s President
and Chief Executive Officer, in connection with our acquisition
of Golf Galaxy. Mr. Zanatta stepped down as Golf
Galaxy’s President and Chief Executive Officer effective
July 18, 2008. Mr. Zanatta’s employment agreement
was based on the prior agreement he had in place with Golf
Galaxy. Under the agreement, Mr. Zanatta received a base
salary (initially $355,000 per year), specified benefits, and
was entitled to receive an annual bonus, based primarily on the
performance of Golf Galaxy but also the performance of the
overall Company goals, in an amount equal to 0 to 150% of base
salary.
In addition to the above benefits, Mr. Zanatta received the
following stock option and restricted stock awards under his
employment agreement: a one-time special option exercisable for
330,000 shares of Company common stock, which, subject to
vesting, was exercisable at any time prior to February 13,
2012 or, if still employed by Golf Galaxy at that time, for such
longer period as is prescribed by our 2002 Plan, and
150,000 shares of Company restricted common stock, which,
if Mr. Zanatta continued to be employed by the Company on
February 13, 2010, would, with respect to half of the
shares, vest automatically, and would, with respect to the other
half of the shares, vest if certain performance targets were
achieved.
As set forth under his employment agreement, Mr. Zanatta
received severance in connection with his stepping down as
President and Chief Executive Officer of Golf Galaxy. See
“Potential Payments Upon Termination or
Change-in-Control”
on page 43 of this proxy statement for a description of the
severance received by Mr. Zanatta.
In February 2007, we agreed to employment terms with Timothy E.
Kullman, whereby Mr. Kullman agreed to join us as Senior
Vice President and Chief Financial Officer (now Executive Vice
President, Finance, Administration and Chief Financial Officer).
Mr. Kullman joined the Company in April 2007. Pursuant to
the offer letter, Mr. Kullman received an initial gross
annual salary of $450,000, and is eligible to participate in the
Company’s discretionary management incentive plan.
Mr. Kullman also received an initial stock option grant
exercisable for 100,000 shares, which vests at 25% per year
starting on the first anniversary of the grant, and an option
grant exercisable for 50,000 shares, which vests in its
entirety on the fourth anniversary of the date of grant.
Mr. Kullman is also eligible to participate in the full
range of benefits and 401(k) plans offered to other Company
officers.
This excerpt taken from the DKS DEF 14A filed May 7, 2008. Offer
Letters for Executive Officers
On November 28, 2005, the Company agreed to terms of
employment with Gwen Manto, whereby Ms. Manto agreed to
join the Company as Executive Vice President and Chief
Merchandising Officer. Ms. Manto joined the Company in
January 2006. Under the offer letter, Ms. Manto received an
initial gross annual salary of $600,000, and is eligible to
participate in the Company’s management bonus plan.
Ms. Manto received a signing bonus of $385,000 and an
initial stock option grant of 150,000 shares, which are
cliff vested at three (3) years from her starting
employment date. The Company also agreed to pay to
Ms. Manto the value of 8,000 units of unvested
restricted stock held by Ms. Manto in connection with her
previous employment at Sears, Roebuck and Company. These
payments were made in two installments during 2006 and 2007,
with the first payment of $609,250 having been paid on
February 15, 2006 and the second payment of $405,000 having
been paid on February 15, 2007. Additionally,
Ms. Manto is eligible to participate in the full range of
benefits and 401(k) plan offered to other Company officers.
On February 13, 2007, we entered into an employment
agreement with Randall K. Zanatta, Golf Galaxy’s President
and Chief Executive Officer, in connection with our acquisition
of Golf Galaxy. Mr. Zanatta’s employment agreement is
based on the prior agreement he had in place with Golf Galaxy.
Under the agreement, Mr. Zanatta receives a base salary
(initially $355,000 per year), specified benefits, certain
option and restricted stock grants discussed below, and is
entitled to receive an annual bonus, based primarily on the
performance of Golf Galaxy but also the performance of the
overall Company goals, in an amount equal to 0 to 150% of base
salary. Mr. Zanatta will also be entitled to severance if
he is terminated without cause (as defined in the employment
agreement), and is subject to certain non-compete and
non-solicitation covenants set forth in the employment
agreement. If Mr. Zanatta’s employment is terminated
for a reason other than cause or he resigns under certain
specified circumstances (good reason), he is entitled to a lump
sum severance payment equal to two (2) times his
then-current base salary and incentive bonus for the fiscal year
in which termination occurred (if and to the extent certain
specified performance targets are achieved), continuation of
benefits for two (2) years, and all stock options
previously granted that were exercisable for Golf Galaxy common
stock prior to our acquisition (which have been converted to
options exercisable for our common stock) will vest.
Additionally, the vesting of shares of restricted stock
described below that vest based only on the passage of time
(i.e., no performance or other conditions are imposed) will also
accelerate. The shares of restricted stock described below that
vest only if certain performance targets are achieved will vest
to the extent that the performance targets have been met
and/or the
Company is on target to meet the performance targets as of the
termination date. The agreement has a term ending at the end of
our third fiscal year following February 13, 2007. See
“Potential Payments Upon Termination or
Change-in-Control”
on page 39 of this proxy statement for a description of
these severance payment agreements.
On November 16, 2006, Mr. Zanatta was granted, subject
to the completion of the merger, a one-time special option
exercisable for 330,000 shares of our common stock, which,
subject to vesting, is exercisable at any time prior to
February 13, 2012 or, if he is still employed by Golf
Galaxy at that time, for such longer period as is prescribed by
our 2002 Plan. Additionally, under his employment agreement,
Mr. Zanatta received 150,000 shares of our restricted
common stock, which, if he continues to be employed by the
Company on February 13, 2010, will,
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with respect to half of the shares, vest automatically, and
will, with respect to the other half of the shares, vest if
certain performance targets are achieved.
In February 2007, we agreed to employment terms with Timothy E.
Kullman, whereby Mr. Kullman agreed to join us as Senior
Vice President and Chief Financial Officer (now Executive Vice
President, Finance, Administration and Chief Financial Officer)
to replace Mr. Hines. Mr. Kullman joined the Company
in April 2007. The offer letter provided to Mr. Kullman
indicated that he would receive an initial gross annual salary
of $450,000, and is eligible to participate in the
Company’s discretionary management incentive plan.
Mr. Kullman also received an initial stock option grant
exercisable for 100,000 shares, which vests at 25% per year
starting on the first anniversary of the grant, and an option
grant exercisable for 50,000 shares, which vests in its
entirety on the fourth anniversary of the date of grant.
Mr. Kullman is also eligible to participate in the full
range of benefits and 401(k) plans offered to other Company
officers.
This excerpt taken from the DKS DEF 14A filed May 3, 2007. Offer
Letters for Executive Officers
On November 28, 2005, the Company agreed to terms of
employment with Gwen Manto, whereby Ms. Manto agreed to
join the Company as Executive Vice President & Chief
Merchandising Officer. Ms. Manto joined the Company in
January 2006. Under the offer letter, Ms. Manto receives a
gross annual salary of $600,000, and is eligible to participate
in the Company’s management bonus plan. Ms. Manto
received a signing bonus of $385,000, and an initial stock grant
of 75,000 shares, which are cliff vested at three
(3) years from her starting employment date. The Company
also agreed to pay to Ms. Manto the value of
8,000 units of unvested restricted stock held by
Ms. Manto in connection with her previous employment at
Sears, Roebuck & Company. These payments were made in
two installments during 2006 and 2007, with the first payment of
$609,250 having been paid on February 15, 2006 and the
second payment being made in fiscal 2007. Additionally,
Ms. Manto is eligible to participate in the full range of
benefits and 401(k) plan offered to other Company officers.
We executed an offer letter with William R. Newlin, our Chief
Administrative Officer and Executive Vice President who joined
the Company on October 22, 2003. As part of his offer
letter, Mr. Newlin received a non-qualified stock option
grant exercisable for 600,000 shares of our common stock,
which vested 50%, 25% and 25% on the first, second and third
anniversaries of the grant and is exercisable for not less than
six years from the dates of vesting. All of the option vests
upon the occurrence of an event where Edward W. Stack (whether
by reason of stock ownership or position) is no longer in a
position to make controlling judgments concerning the
employee’s responsibilities with our Company.
Other than the offer letters referenced above, none of our named
executive officers had employment agreements in place with us as
of the end of the 2006 fiscal year. Randall K. Zanatta,
President and Chief Executive Office of our wholly-owned
subsidiary, Golf Galaxy, who became one of our executive
officers in 2007, has an employment agreement with us, and
Timothy E. Kullman, who became our Senior Vice President and
Chief Financial Officer in 2007, entered into an offer letter
with the Company, each as described in “Compensation
28
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Discussion and Analysis” beginning on page 19
of this proxy statement. All of our executive officers as of the
end of fiscal 2006 have executed agreements with us providing
them with severance payments upon termination of employment with
us under certain circumstances. See “Potential
Payments Upon Termination or
Change-in-Control”
on page 33 of this proxy statement for a description of
these severance payment agreements.
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