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GameStop Corp. – ‘10-K’ for 2/3/18 – ‘EX-10.31’

On:  Monday, 4/2/18, at 4:24pm ET   ·   For:  2/3/18   ·   Accession #:  1326380-18-33   ·   File #:  1-32637

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  As Of               Filer                 Filing    For·On·As Docs:Size

 4/02/18  GameStop Corp.                    10-K        2/03/18  110:13M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        10-K for the Fiscal Year Ended February 3, 2018     HTML   1.20M 
 3: EX-10.24    Ex 10.24 Daniel J. Kaufman Employment Agreement     HTML     91K 
 4: EX-10.25    Ex 10.25 Amended and Restated Retirement Policy     HTML     40K 
 5: EX-10.26    Ex10.26 Executive Life Insurance Plan               HTML     60K 
 6: EX-10.27    Ex 10.27 Split Dollar Agreement - J. Paul Raines    HTML     47K 
 7: EX-10.28    Ex 10.28 Split Dollar Agreement - Michael Mauler    HTML     47K 
 8: EX-10.29    Ex 10.29 Split Dollar Agreement - Robert A. Lloyd   HTML     47K 
 9: EX-10.30    Ex 10.30 Split Dollar Agreement - Michael Buskey    HTML     47K 
10: EX-10.31    Ex 10.31 Split Dollar Agreement - Daniel J.         HTML     47K 
                Kaufman                                                          
 2: EX-10.5     Ex 10.5 Lti Award Agreement                         HTML     61K 
11: EX-21.1     Ex 21.1 List of Subsidiaries                        HTML     35K 
12: EX-23.1     Ex 23.1 Consent of Deloitte & Touche LLP            HTML     32K 
13: EX-31.1     Ex 31.1 Certification of CEO - Section 302          HTML     40K 
14: EX-31.2     Ex 31.2 Certification of CFO - Section 302          HTML     40K 
15: EX-32.1     Ex 32.1 Certification of CEO - Section 906          HTML     34K 
16: EX-32.2     Ex 32.2 Certification of CFO - Section 906          HTML     35K 
23: R1          Document and Entity Information                     HTML     61K 
24: R2          Consolidated Balance Sheets                         HTML    126K 
25: R3          Consolidated Balance Sheets (Parenthetical)         HTML     40K 
26: R4          Consolidated Statements Of Operations               HTML     82K 
27: R5          Consolidated Statements Of Comprehensive Income     HTML     42K 
28: R6          Consolidated Statements Of Changes In Equity        HTML     79K 
29: R7          Consolidated Statements Of Changes In Equity        HTML     36K 
                (Parenthetical)                                                  
30: R8          Consolidated Statements Of Cash Flows               HTML    134K 
31: R9          Summary of Significant Accounting Policies          HTML     88K 
32: R10         Asset Impairments                                   HTML     91K 
33: R11         Acquisitions and Divestitures                       HTML     67K 
34: R12         Fair Value Measurements and Financial Instruments   HTML    103K 
35: R13         Receivables, Net                                    HTML     48K 
36: R14         Goodwill and Intangible Assets                      HTML    132K 
37: R15         Income Taxes                                        HTML    196K 
38: R16         Accrued Liabilities                                 HTML     48K 
39: R17         Debt                                                HTML     62K 
40: R18         Leases                                              HTML     54K 
41: R19         Commitments and Contingencies                       HTML     37K 
42: R20         Common Stock and Share-Based Compensation           HTML    100K 
43: R21         Earnings Per Share                                  HTML     58K 
44: R22         Employees' Defined Contribution Plan                HTML     35K 
45: R23         Significant Products                                HTML    124K 
46: R24         Segment Information                                 HTML    211K 
47: R25         Unaudited Quarterly Financial Information           HTML     90K 
48: R26         Summary of Significant Accounting Policies          HTML    153K 
                (Policies)                                                       
49: R27         Summary of Significant Accounting Policies          HTML     37K 
                Adoption of New Accounting Pronouncement (Tables)                
50: R28         Asset Impairments (Tables)                          HTML     90K 
51: R29         Acquisitions and Divestitures (Tables)              HTML     43K 
52: R30         Fair Value Measurements and Financial Instruments   HTML     91K 
                (Tables)                                                         
53: R31         Receivables, Net (Tables)                           HTML     45K 
54: R32         Goodwill and Intangible Assets (Tables)             HTML    124K 
55: R33         Income Taxes (Tables)                               HTML    163K 
56: R34         Accrued Liabilities (Tables)                        HTML     47K 
57: R35         Debt Debt (Tables)                                  HTML     45K 
58: R36         Leases (Tables)                                     HTML     53K 
59: R37         Common Stock and Share-Based Compensation (Tables)  HTML     82K 
60: R38         Earnings Per Share (Tables)                         HTML     58K 
61: R39         Significant Products (Tables)                       HTML    123K 
62: R40         Segment Information (Tables)                        HTML    209K 
63: R41         Unaudited Quarterly Financial Information (Tables)  HTML     90K 
64: R42         Supplemental Cash Flow Information - Summary of     HTML     38K 
                Supplemental Cash Flow Information (Detail)                      
65: R43         Summary of Significant Accounting Policies -        HTML    114K 
                Narrative (Detail)                                               
66: R44         Asset Impairments - Summary Of Company's Asset      HTML     67K 
                Impairments (Detail)                                             
67: R45         Asset Impairments - Narrative (Detail)              HTML     53K 
68: R46         Acquisitions and Divestitures - Schedule of         HTML    152K 
                Recognized Identified Assets Acquired and                        
                Liabilities Assumed (Details)                                    
69: R47         Acquisitions and Divestitures - Narrative (Detail)  HTML    145K 
70: R48         Fair Value Measurements and Financial Instruments   HTML     80K 
                Fair Value of Assets and Liabilities Measured on                 
                Recurring Basis (Detail)                                         
71: R49         Fair Value Measurements and Financial Instruments   HTML     41K 
                - Gains and Losses on Derivative Instruments and                 
                Foreign Currency Transaction (Detail)                            
72: R50         Fair Value Measurements and Financial Instruments   HTML    107K 
                - Narrative (Detail)                                             
73: R51         Receivables, Net - Summary of Receivables (Detail)  HTML     44K 
74: R52         Goodwill and Intangible Assets - Changes in         HTML     71K 
                Carrying Amount of Goodwill for Operating Segments               
                (Detail)                                                         
75: R53         Goodwill and Intangible Assets - Schedule of        HTML     56K 
                Intangible Assets Other Than Goodwill (Details)                  
76: R54         Goodwill and Intangible Assets - Estimated          HTML     46K 
                Aggregate Amortization Expenses for Deferred                     
                Financing Fees and Other Intangible Assets                       
                (Detail)                                                         
77: R55         Goodwill and Intangible Assets - Narrative          HTML     68K 
                (Detail)                                                         
78: R56         Income Taxes - Provision for Income Tax (Detail)    HTML     60K 
79: R57         Income Taxes - Components of Earnings Before        HTML     39K 
                Income Tax Expense (Detail)                                      
80: R58         Income Taxes - Difference in Income Tax Provided    HTML    106K 
                and Amounts Determined by Applying the Statutory                 
                Rate to Income Before Income Taxes (Detail)                      
81: R59         Income Taxes - Blended Statutory Rate (Details)     HTML     34K 
82: R60         Income Taxes - Components of Deferred Tax Assets    HTML     91K 
                and Liabilities (Detail)                                         
83: R61         Income Taxes - Reconciliation of Changes in Gross   HTML     47K 
                Balances of Unrecognized Tax Benefits (Detail)                   
84: R62         Income Taxes - Narrative (Detail)                   HTML     93K 
85: R63         Accrued Liabilities - Summary of Accrued            HTML     66K 
                Liabilities (Detail)                                             
86: R64         Debt - Narrative (Detail)                           HTML    188K 
87: R65         Debt Debt Table (Details)                           HTML     47K 
88: R66         Leases - Approximate Rental Expenses Under          HTML     41K 
                Operating Leases (Detail)                                        
89: R67         Leases - Future Minimum Annual Rentals, Excluding   HTML     50K 
                Percentage Rentals, Required Under Leases That Had               
                Initial, Noncancelable Lease Terms Greater Than                  
                One Year (Detail)                                                
90: R68         Commitments and Contingencies - Narrative           HTML     33K 
                (Details)                                                        
91: R69         Commitments and Contingencies Litigation            HTML     35K 
                Contingency (Details)                                            
92: R70         Stockholders' Equity - Additional Information       HTML     66K 
                (Detail)                                                         
93: R71         Common Stock and Share-Based Compensation -         HTML     42K 
                Summary of Share Repurchase Activity (Details)                   
94: R72         Common Stock and Share-Based Compensation -         HTML     53K 
                Summary of Status of Company's Stock Options                     
                (Detail)                                                         
95: R73         Common Stock and Share-Based Compensation -         HTML     62K 
                Summary of Outstanding and Exercisable Options                   
                (Detail)                                                         
96: R74         Common Stock and Share-Based Compensation -         HTML     73K 
                Summary of Company's Restricted Stock Awards                     
                (Detail)                                                         
97: R75         Common Stock and Share-Based Compensation -         HTML    107K 
                Narrative (Detail)                                               
98: R76         Common Stock and Share-Based Compensation Common    HTML     45K 
                Stock (Details)                                                  
99: R77         Earnings Per Share - Reconciliation of Common       HTML     56K 
                Shares Used in Calculating Basic and Diluted Net                 
                Income (Loss) Per Common Share (Detail)                          
100: R78         Earnings Per Share - Restricted Shares and Options  HTML     36K  
                to Purchase Shares of Class A Common Stock                       
                Excluded from Computation of Diluted Earnings Per                
                Share (Detail)                                                   
101: R79         Employees' Defined Contribution Plan - Narrative    HTML     37K  
                (Detail)                                                         
102: R80         Significant Products - Sales and Sales Percentage   HTML     67K  
                by Significant Product Category (Detail)                         
103: R81         Significant Products - Gross Profit and Gross       HTML     67K  
                Profit Percentages by Significant Product Category               
                (Detail)                                                         
104: R82         Segment Information - Additional Information        HTML     54K  
                (Detail)                                                         
105: R83         Segment Information - Information on Segments and   HTML    101K  
                Reconciliation to Earnings Before Income Taxes                   
                (Detail)                                                         
106: R84         Unaudited Quarterly Financial Information -         HTML     58K  
                Consolidated Statement of Operations (Detail)                    
107: R85         Schedule II - Valuation and Qualifying Accounts     HTML     47K  
                (Details)                                                        
109: XML         IDEA XML File -- Filing Summary                      XML    187K  
108: EXCEL       IDEA Workbook of Financial Reports                  XLSX    132K  
17: EX-101.INS  XBRL Instance -- gme-20180203                        XML   3.53M 
19: EX-101.CAL  XBRL Calculations -- gme-20180203_cal                XML    307K 
20: EX-101.DEF  XBRL Definitions -- gme-20180203_def                 XML   1.10M 
21: EX-101.LAB  XBRL Labels -- gme-20180203_lab                      XML   2.30M 
22: EX-101.PRE  XBRL Presentations -- gme-20180203_pre               XML   1.56M 
18: EX-101.SCH  XBRL Schema -- gme-20180203                          XSD    247K 
110: ZIP         XBRL Zipped Folder -- 0001326380-18-000033-xbrl      Zip    349K

‘EX-10.31’   —   Ex 10.31 Split Dollar Agreement – Daniel J. Kaufman

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  

Exhibit 10.31




GAMESTOP CORP.

SPLIT DOLLAR AGREEMENT

This Agreement is entered into by and between GameStop Corp., a Delaware corporation (the “Corporation”) and Daniel Kaufman (“Insured Participant”).

WHEREAS, the Corporation has adopted the GameStop Corp. Executive Life Insurance Plan (the “Plan”) for the benefit of certain key executives of the Corporation and its subsidiaries and Insured Participant has been selected for participation in the Plan; and

WHEREAS, pursuant to the terms of the Plan, the Corporation has purchased a life insurance policy on the life of Insured Participant from Nationwide Life Insurance Company (Social Security Number XXX-XX-XXXX) with a Death Benefit payable to the Insured Participant’s designated beneficiaries in the amount of $910,000.

NOW, THEREFORE, the respective rights and duties of the Corporation and Insured Participant shall be as follows:

I.    PLAN INCORPORATED BY REFERENCE

Notwithstanding any provision in this Agreement to the contrary, the terms and conditions of the Plan are incorporated into this Agreement by reference. Capitalized terms used throughout this Agreement shall have the same meaning as set forth in the Plan unless otherwise defined herein. In the event any provision of this Agreement conflicts with the terms of the Plan, the Plan document will control.

II.    POLICY TITLE AND OWNERSHIP

Title and ownership of the Policy shall reside exclusively in the Corporation for its use all in accordance with this Agreement. The Corporation may, to the extent of its interest, exercise the right to borrow or withdraw upon the policy cash values. Insured Participant shall have no title or ownership rights in the Policy. For avoidance of doubt, Insured Participant shall not have the right to access the cash surrender value under the Policy at any time.

III.
BENEFICIARY DESIGNATION RIGHTS

Insured Participant (or his/her assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive his/her share of the proceeds payable on Insured Participant’s death, but subject to any right or interest the Corporation may have in such proceeds as provided in the Plan. If at the time of Insured Participant’s death no valid beneficiary designation form is on file for Insured Participant, then Insured Participant’s beneficiary will be his/her surviving spouse if married (or the representative of his/her estate if not married).

Page 1 of 5
KCP-4253800-2

IV.    PREMIUM PAYMENT METHOD

The Corporation shall pay the entire premium on the Policy. The amount of the current life insurance protection on the life of Insured Participant for each taxable year (or portion thereof) shall be included in Insured Participant’s taxable income for such taxable year.

V.    VESTING

Insured Participant shall become “vested” in his/her rights under the Plan and become a
“Vested Insured Participant” upon the first to occur of the following events:

1.
Insured Participant’s tenth (10th) anniversary of continuous participation in the Plan.

2.
Insured Participant’s retirement from the Corporation and its subsidiaries on or after attaining of his/her Normal Retirement Age.

3.
Insured Participant’s death.

If Insured Participant terminates employment with the Corporation and its subsidiaries before becoming a Vested Insured Participant, then Insured Participant’s participation in the Plan shall immediately terminate and he/she shall have no further rights or benefits under the Plan.

VI.    ROLLOUT OF POLICY PRIOR TO DEATH

B.
If Insured Participant is a “Vested Insured Participant” and terminates employment with the Corporation and its subsidiaries (other than due to death) before attaining his/her Normal Retirement Age, then he/she (or his/her assignee) shall have a 60 day option to receive from the Corporation an absolute assignment of the Policy.

If Insured Participant exercises such option within the prescribed 60 day period, the Corporation first shall withdraw from the Policy an amount equal to the greater of (i) the cash value of the Policy on the life Insured Participant at the time of assignment or (ii) the amount of the premiums which have been paid by the Corporation, and then shall assign all remaining rights under the Policy to Insured Participant.

If Insured Participant (or his/her assignee) fails to exercise such option within the prescribed 60 day period, the Policy will be surrendered to the Insurer and the Corporation shall retain all proceeds. The Insured Participant’s participation in the Plan shall immediately terminate and he/she shall have no further rights or benefits under the Plan.

Page 2 of 5
KCP-4253800-2

C.    If Insured Participant is a “Vested Insured Participant” and terminates employment
with the Corporation and its subsidiaries (other than due to death) after attaining Normal Retirement Age, the Corporation shall continue to pay premiums on the Policy through the tenth (10th) anniversary of Insured Participant’s commencement of participation in the Plan.

Upon the tenth (10th) anniversary of Insured Participant’s commencement of participation under the Plan, Insured Participant (or his/her assignee) shall have a 60-day option to receive from the Corporation an absolute assignment of the Policy.

If Insured Participant exercises such option within the prescribed 60 day period, the Corporation first shall withdraw from the Policy an amount equal to the greater of (i) the cash value of the Policy on the life the Vested Insured Participant at the time of assignment or (ii) the amount of the premiums which have been paid by the Corporation, and then shall assign all remaining rights under the Policy to Insured Participant.

If Insured Participant (or his/her assignee) fails to exercise such option within the prescribed 60 day period, the Policy will be surrendered to the Insurer and the Corporation shall retain all proceeds. The Insured Participant’s participation in the Plan shall immediately terminate and he/she shall have no further rights or benefits under the Plan.

VI.    DIVISION OF DEATH PROCEEDS OF POLICY

Upon the death of Insured Participant prior to the rollout of the Policy as set forth under Article V above, Insured Participant’s (or his/her assignee’s) beneficiary(s) shall be entitled to the Death Benefit as specified above. The Corporation shall be entitled to all remaining amounts payable under the Policy.

VII.    INSURED PARTICIPANT OR ASSIGNEE'S ASSIGNMENT RIGHTS

Insured Participant (or his/her assignee) may, at any time, assign to any individual, trust or other organization all right, title and interest in the Policy and all rights, options, privileges and duties created under this Plan.

VIII.    INSURANCE COMPANY NOT A PARTY TO AGREEMENT

The Insurer issuing the Policy is not a party to this Agreement but will respect the rights of the parties as herein developed upon receiving an executed copy of the Plan and this Agreement. Payment or other performance of its contractual obligations in accordance with the Policy provisions shall fully discharge the Insurer for any and all liability.

X.    ADVISORY

The Corporation makes no representation or undertaking regarding the tax impact of participation in the Plan and is under no obligation to structure the plan or any benefit

Page 3 of 5
KCP-4253800-2

provided under it to reduce or eliminate an Insured Participant’s tax liability. Further, while the Plan has been structured to avoid the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Corporation makes no representation that the Plan will, in fact, be exempt from or comply with Code Section 409A and undertakes no obligation to prevent Code Section 409A from applying to the Plan or payments or benefits made under it or to mitigate the effects of such provision on any payments or benefits provided under the Plan. Insured Participants are encouraged to consult a tax adviser regarding the potential tax impact of participation in the Plan.

XI.    CONTROLLING STATE LAW

This Agreement shall be subject to and construed under the laws of the State of Texas.

*****************

Page 4 of 5
KCP-4253800-2

IN WITNESS WHEREOF, this Agreement has been executed as of the dates set forth below.

GAMESTOP CORP.
                            
/s/ Carol J. Boss     

By: C.J. Boss

Title: Vice President, HR Operations

Date: 10/25/12


INSURED PARTICIPANT

/s/ Daniel Kaufman     

Date: 10/25/12

Page 5 of 5
KCP-4253800-2

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:4/2/18None on these Dates
For Period end:2/3/18
 List all Filings 

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/23  GameStop Corp.                    10-K        1/28/23  101:10M
 3/17/22  GameStop Corp.                    10-K        1/29/22  108:11M
 3/23/21  GameStop Corp.                    10-K        1/30/21  126:12M
 8/07/18  SEC                               UPLOAD9/05/18    1:35K  GameStop Corp.
 7/23/18  SEC                               UPLOAD9/05/18    1:60K  GameStop Corp.
 6/12/18  SEC                               UPLOAD9/05/18    1:41K  GameStop Corp.
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Filing Submission 0001326380-18-000033   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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