feb9-8k.htm - Generated by SEC Publisher for SEC Filing

0000950138-11-000095.txt : 20110209 0000950138-11-000095.hdr.sgml : 20110209 20110209163120 ACCESSION NUMBER: 0000950138-11-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20110209 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110209 DATE AS OF CHANGE: 20110209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GameStop Corp. CENTRAL INDEX KEY: 0001326380 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES [5734] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 11587511 BUSINESS ADDRESS: STREET 1: 625 WESTPORT PARKWAY CITY: GRAPEVINE STATE: TX ZIP: 76051 BUSINESS PHONE: 817-424-2000 MAIL ADDRESS: STREET 1: 625 WESTPORT PARKWAY CITY: GRAPEVINE STATE: TX ZIP: 76051 FORMER COMPANY: FORMER CONFORMED NAME: GSC Holdings Corp. DATE OF NAME CHANGE: 20050506 8-K 1 feb9-8k.htm feb9-8k.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)		February 9, 2011
GAMESTOP CORP.
(Exact name of registrant as specified in its charter)
Delaware	1-32637			20-2733559
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
625 Westport Parkway, Grapevine, TX				76051
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(817) 424-2000

(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2011, GameStop Corp. (the “Company”) entered into amendments to its Executive Employment Agreements with R. Richard Fontaine, Chairman, International, Daniel A. DeMatteo, Executive Chairman, J. Paul Raines, Chief Executive Officer, Tony D. Bartel, President, and Robert A. Lloyd, Executive Vice President & Chief Financial Officer, to eliminate the right of each executive to terminate his employment agreement as a result of a change-in-control of the Company. The amendments also eliminated the automatic renewal provision of each agreement, except in the case of Mr. Fontaine, whose agreement does not contain an automatic renewal provision.

The amendments are included as Exhibits 10.1 through 10.5 of this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits

10.1	Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and R. Richard Fontaine.

10.2	Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Daniel A. DeMatteo.

10.3	Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Paul Raines.

10.4	Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Tony Bartel.

10.5	Amendment, dated as of February 9, 2011, to Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GAMESTOP CORP. (Registrant)

Date: February 9, 2011
	/s/ Robert A. Lloyd
	Name:	Robert A. Lloyd
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Description

10.1	Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and R. Richard Fontaine.

10.2	Third Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Daniel A. DeMatteo.

10.3	Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Paul Raines.

10.4	Second Amendment, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between GameStop Corp. and Tony Bartel.

10.5	Amendment, dated as of February 9, 2011, to Executive Employment Agreement, dated as of June 2, 2010, between GameStop Corp. and Robert Lloyd.

EX-10 2 ex10-1.htm EX. 10.1 - AMENDED EXECUTIVE EMPLOYMENT AGREEMENT - R. RICHARD FONTAINE ex10-1.htm - Generated by SEC Publisher for SEC Filing

Exhibit 10.1

THIRD AMENDMENT TO

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between R. Richard Fontaine (“Executive”) and GameStop Corp. (the “Company”), as amended as of April 5, 2010 and June 2, 2010 (such agreement, as previously amended, the “Original Agreement”). (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

WHEREAS, the Parties desire to modify the Original Agreement as provided below;

NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

1. Termination by Executive Following a Change in Control. Section 4(f) of the Original Agreement, which entitles the Executive to terminate his employment following a Change in Control, is hereby deleted in its entirety. As a result, (a) clause (ii) in Section 5(b), which reads “other than by the CIC Termination Date following a Change in Control”, and clause (ii) in Section 5(c), which reads “Executive terminates his employment by the CIC Termination Date following a Change in Control”, are hereby deleted and replaced by “[reserved]”, and (b) the words “or by the CIC Termination Date following a Change in Control” in Section 6 are hereby deleted.

2. Miscellaneous. Except as modified by this Amendment mutatis mutandis, all terms and conditions set forth in the Original Agreement shall continue to apply and remain unchanged and in full force and effect, and any reference in the Original Agreement to “this Agreement” shall mean the Original Agreement as modified by this Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

EXECUTIVE:

/s/ R. Richard Fontaine
R. Richard Fontaine

THE COMPANY:

GAMESTOP CORP.

By:	/s/ Daniel A. DeMatteo
Name:		Daniel A. DeMatteo
Title:		Executive Chairman

EX-10 3 ex10-2.htm EX. 10.2 - AMENDED EXECUTIVE EMPLOYMENT AGREEMENT - DANIEL A. DEMATTEO ex10-2.htm - Generated by SEC Publisher for SEC Filing

Exhibit 10.2

THIRD AMENDMENT TO

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between Daniel A. DeMatteo (“Executive”) and GameStop Corp. (the “Company”), as amended as of April 5, 2010 and June 2, 2010 (such agreement, as previously amended, the “Original Agreement”). (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

WHEREAS, the Parties desire to modify the Original Agreement as provided below;

NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

1. Term of Employment. The second sentence of Section 2 of the Original Agreement, which provides for annual renewal of the Agreement following the expiration of the term (including any renewal term), is hereby deleted in its entirety.

2. Termination by Executive Following a Change in Control. Section 4(f) of the Original Agreement, which entitles the Executive to terminate his employment following a Change in Control, is hereby deleted in its entirety. As a result, (a) clause (ii) in Section 5(b), which reads “other than by the CIC Termination Date following a Change in Control”, and clause (ii) in Section 5(c), which reads “Executive terminates his employment by the CIC Termination Date following a Change in Control”, are hereby deleted and replaced by “[reserved]”, and (b) the words “or by the CIC Termination Date following a Change in Control” in Section 6 are hereby deleted.

3. Miscellaneous. Except as modified by this Amendment mutatis mutandis, all terms and conditions set forth in the Original Agreement shall continue to apply and remain unchanged and in full force and effect, and any reference in the Original Agreement to “this Agreement” shall mean the Original Agreement as modified by this Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

EXECUTIVE:

/s/ Daniel A. DeMatteo
Daniel A. DeMatteo

THE COMPANY:

GAMESTOP CORP.

By:	/s/ Paul Raines
Name:		Paul Raines
Title:		Chief Executive Officer

EX-10 4 ex10-3.htm EX. 10.3 - AMENDED EXECUTIVE EMPLOYMENT AGREEMENT - PAUL RAINES ex10-3.htm - Generated by SEC Publisher for SEC Filing

Exhibit 10.3

SECOND AMENDMENT TO

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between Paul Raines (“Executive”) and GameStop Corp. (the “Company”), as amended as of June 2, 2010 (such agreement, as previously amended, the “Original Agreement”). (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

WHEREAS, the Parties desire to modify the Original Agreement as provided below;

NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

EXECUTIVE:

/s/ Paul Raines
Paul Raines

THE COMPANY:

GAMESTOP CORP.

By:	/s/ Daniel A. DeMatteo
Name:		Daniel A. DeMatteo
Title:		Executive Chairman

EX-10 5 ex10-4.htm EX. 10.4 - AMENDED EXECUTIVE EMPLOYMENT AGREEMENT - TONY BARTEL ex10-4.htm - Generated by SEC Publisher for SEC Filing

Exhibit 10.4

SECOND AMENDMENT TO

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between Tony Bartel (“Executive”) and GameStop Corp. (the “Company”), as amended as of June 2, 2010 (such agreement, as previously amended, the “Original Agreement”). (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

WHEREAS, the Parties desire to modify the Original Agreement as provided below;

NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

EXECUTIVE:

/s/ Tony Bartel
Tony Bartel

THE COMPANY:

GAMESTOP CORP.

By:	/s/ Paul Raines
Name:		Paul Raines
Title:		Chief Executive Officer

EX-10 6 ex10-5.htm EX. 10.5 - AMENDED EXECUTIVE EMPLOYMENT AGREEMENT - ROBERT LLOYD ex10-5.htm - Generated by SEC Publisher for SEC Filing

Exhibit 10.5

AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDMENT, dated as of February 9, 2011, to Executive Employment Agreement, dated as of June 2, 2010, between Robert Lloyd (“Executive”) and GameStop Corp. (the “Company”) (such agreement, the “Original Agreement”). (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

WHEREAS, the Parties desire to modify the Original Agreement as provided below;

NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

EXECUTIVE:

/s/ Robert Lloyd
Robert Lloyd

THE COMPANY:

GAMESTOP CORP.

By:	/s/ Paul Raines
Name:		Paul Raines
Title:		Chief Executive Officer