Executive Officer Change in Control Agreement

Executive Officer

Change in Control Agreement

This Executive Officer Change in Control Agreement (the “ Agreement ”) is dated as of October 1, 2008, by and among Sport Supply Group, Inc., a Delaware corporation (the “ Company ”), and John Pitts (the “ Executive ”).

The following recitals are true and constitute the basis for this Agreement:

NOW THEREFORE in consideration of the Executive’s willingness to continue working as an employee of the Company or any of its subsidiaries and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.  Certain Definitions . In addition to the terms that are defined in other parts of this Agreement, the following terms shall have the specified meanings set forth below:

(a) “ Cause ” for purposes of this Agreement shall mean (i) the conviction of the Executive of a felony, (ii) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Company or (iii) repeated violations by the Executive of the Executive’s obligations under Sections 5, 16 and 18 of this Agreement that are demonstrably willful and deliberate on the Executive’s part and that are not remedied in a reasonable period of time after receipt of written notice from the Company.

(b) “ Code ” for purposes of this Agreement shall mean the Internal Revenue Code of 1986, as amended, and any reference to any subsection thereof shall be construed to incorporate reference to any section or subsection of the Code enacted as a successor thereto, any applicable proposed, temporary or final regulations promulgated pursuant to such sections and any applicable interpretation thereof by the Internal Revenue Service.

(c) “ Competes ” for purposes of this Agreement shall mean any one or more of the following activities:

(i) manufacturing, distributing, designing, selling or installing sports equipment and supplies (the “ Sports Distribution Business ”) to any Person within any industry segment for which the Company has either offered to provide or conduct, or actually provided or conducted, the Sports Distribution Business during Executive’s employment with the Company; or

(ii) engaging in any other business activities (other than those described in (c)(i) above) which are conducted, offered or provided by the Company while the Executive is employed by the Company and as to which Executive is involved, if those activities are in the same markets or states as the Company engaged in during Executive’s employment with the Company.

(d) “ Disability ” for purposes of this Agreement shall mean Executive’s incapacity due to physical or mental illness that prevents Executive from engaging in the full-time performance of Executive’s duties with Company for a period of 60 consecutive days or for 90 days, whether or not consecutive, in any 360 day period and, within 30 days after written notice is provided to Executive by Company, Executive shall not have returned to the full-time performance of Executive’s duties.

(e) “ Good Reason ” for purposes of this Agreement shall mean any of the following acts by the Company (or any of its affiliates), without the consent of the Executive (in each case, other than an isolated, insubstantial and inadvertent action not taken in bad faith): (i) a material diminution in the Executive’s authority, duties or responsibilities or in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report (including a requirement that the Executive report to a governing body other than the Board or a similar governing body of the Company, or a corporate officer or employee other than the Chief Executive Officer or the President); (ii) a material diminution in the Executive’s base compensation; (iii) a material diminution in the budget over which the Executive retains authority; (iv) the relocation of the Executive to an office or location more than 50 miles from the location at which the Executive normally performed services for the Company immediately prior to such relocation; or (v) any action or inaction that constitutes a material breach by the Company of the agreement under which the Executive provides services. In the case of any allegation of Good Reason by the Executive, (A) the Executive shall provide notice to the Company of the event alleged to constitute Good Reason within 90 days of the occurrence of such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such allegation.

(f) “ Person ” for purposes of this Agreement shall mean any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or other entity.

(g) “ Present Value ” for purposes of this Agreement shall mean the amount determined in accordance with Section 280G(d)(4) of the Code as of the date specified for such determination, applying a discount rate, compounded no less frequently than monthly, that is equivalent to the rate specified for such determination.

(h) “ Principal Obligations ” for purposes of this Agreement shall mean either (i) the principal, premium, interest, fees, costs, expenses and other amounts accrued or due on the Company’s existing or future credit facilities, term loans or revolving credit or commercial paper facilities (including any related hedging obligations or letter of credit subfacilities) entered into with commercial banks or financial institutions and guarantees thereof or (ii) the Company’s 5.75% convertible senior subordinated notes due 2009 or any future senior subordinated notes.

2.  Term . This Agreement shall commence on the date hereof and shall terminate upon the earlier of (a) the termination of Executive’s employment with the Company or any of its subsidiaries for any reason (by either the Executive or the Company) at any time more than 6 months prior to a Change in Control, (b) the termination of Executive’s employment with the Company or any of its subsidiaries either by the Company for Cause or the Executive without Good Reason at any time either before or after a Change in Control, or (c) the termination of the Executive’s employment with the Company or any of its subsidiaries either by the Company without Cause, by the Executive for Good Reason, or upon the death or Disability of Executive at any time within the 6 month period before or the 12 month period after a Change in Control and the payment by the Company of all obligations to the Executive under Section 6 of this Agreement (the “ Term ”).

3.  Change in Control . For the purpose of this Agreement, a “ Change in Control ” of the Company shall mean the occurrence of any of the following events at any time during the Term:

(a) the acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such person to exercise 40% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the elections of directors, other than any such acquisition by either (i) the Company or (ii) any subsidiary or any employee benefit plan of the Company, and during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors (together with any new directors whose election to the board of directors, or whose nomination for election by the stockholders of the Company, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously approved) cease for any reason to constitute a majority of the board of directors then in office; or

(b) the acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the elections of directors, other than any such acquisition by either (i) the Company or (ii) any subsidiary or any employee benefit plan of the Company; or

(c) any consolidation of the Company with, or merger of the Company into, any other person, any merger of another person into the Company, or any conveyance, sale, transfer or lease or disposal of all or substantially all of the assets of the Company to another person (other than (i) any such transaction (A) involving a merger or consolidation that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of capital stock of the Company (other than any reclassification, conversion, exchange or cancellation of outstanding shares of capital stock of the Company solely for shares of publicly traded common stock listed on the American Stock Exchange or on an established national securities exchange or automated over-the-counter trading market in the United States) and (B) pursuant to which the holders of 50% or more of the total voting power of all shares of the C