Dick's Sporting Goods (DKS)

      All of our executive officers have executed agreements with us providing them with severance payments upon termination of employment with us under certain circumstances. Upon the termination of employment of an officer under such circumstances we are obligated to pay to that officer an amount equal to the greater of (i) four (4) weeks of pay at the officer’s base salary or (ii) one week of pay for every year of employment with us. The severance payment is payable bi-weekly over the 12-month period following the officer’s termination. No severance payment is payable to the officer if the officer voluntarily terminates employment with us, retires or is terminated due to “cause” (as defined in the agreement), death, or permanent disability. The Company in its discretion may offer other arrangements to employees who end employment with the Company.

      On February 1, 2006, we entered into a consulting and separation agreement with Gary M. Sterling, our former Senior Vice President of Merchandising. The agreement amended Mr. Sterling’s existing arrangement with us. During the term of the agreement (from January 1, 2006 to January 31, 2007), Mr. Sterling is required to provide us consulting services relating to transitioning his responsibilities at the Company. The agreement confirms that 150,000 shares of the Company’s common stock underlying his January 21, 2004 stock option grant will remain exercisable for a period of 90 days following January 31, 2007. The remaining 150,000 shares of common stock underlying the January 21, 2004 stock option grant were forfeited as part of the agreement. Under the agreement, Mr. Sterling was also eligible to receive the fiscal 2005 bonus that he would have earned under Senior Vice President of Merchandising Bonus Plan; that bonus was contingent upon certain performance criteria being met. Because those performance criteria were not met, Mr. Sterling was not paid any bonus under agreement or otherwise for fiscal 2005. During the term of the agreement Mr. Sterling is eligible to participate in the Company’s health coverage plans. In consideration of the forgoing, Mr. Sterling agreed to non-competition covenants, provided us releases and waivers of claims and agreed to confidentiality provisions contained in the agreement.

      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 (the “Offer Letter”). Ms. Manto joined the Company in January, 2006. Under the Offer Letter, Ms. Manto receives a gross annual salary of $600,000, and will be eligible to participate in the Company’s management bonus plan. Ms. Manto received a signing bonus of $385,000, payable in two installments, which must be refunded if employment is voluntarily terminated within one year of starting employment, 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 will be made in two installments during 2006 and 2007, with the first payment of $609,250 being paid on February 15, 2006. Additionally, Ms. Manto is eligible to participate in the full range of benefits and 401K plan offered to other Company officers.

      We entered into 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 vests 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.

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      All of our executive officers have executed agreements with us providing them with severance payments upon termination of employment with us under certain circumstances. Upon the termination of employment of an officer under such circumstances we are obligated to pay to that officer an amount equal to the greater of (i) four (4) weeks of pay at the officer’s base salary or (ii) one week of pay for every year of employment with us. The severance payment is payable bi-weekly over the 12-month period following the officer’s termination. No severance payment is payable to the officer if the officer voluntarily terminates employment with us, retires or is terminated due to “cause” (as defined in the agreement), death, or permanent disability. The Company in its discretion may offer other arrangements to employees who end employment with the Company.

      We entered into an offer letter with William R. Newlin, our Chief Administrative Officer and Executive Vice President who joined the Company on October 22, 2003. Under the offer letter, if Mr. Newlin’s employment terminates involuntarily within the first two years of employment, he receives severance of one year of base pay and the prorated portion of the bonus for that year. Any applicable severance amount doubles if there is 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 Mr. Newlin’s responsibilities with the Company and Mr. Newlin chooses to leave the Company. 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 vests 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)

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