EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on August 24, 2009 (the “Effective Date”), between Catherine Smith (“Executive”) and GameStop Corp. (the “Company”), each referred to as a “Party” and collectively referred to as the “Parties.”

1.     Executive’s Position/Duties . During the Term (as defined in Section 2 below), Executive will be employed as the Executive Vice President and Chief Financial Officer of the Company, and shall have all of the duties and responsibilities of that position. Executive shall be considered a key employee of the Company and shall be entitled to all the Company benefits afforded to each other key employee of the Company. Executive agrees to dedicate all of her working time during normal working hours (other than during excused absences such as for illness or vacation), skill and attention to the business of the Company, agrees to remain loyal to the Company, and not to engage in any conduct that creates a conflict of interest to, or damages the reputation of, the Company. Executive shall abide by the Company’s Code of Ethics and Code of Ethics for Senior Financial Officers, copies of which are attached hereto and incorporated herein. For the avoidance of doubt, nothing in this Section 1 or any other provision of this Agreement shall prohibit Executive from serving as a member of the Board of Directors of up to two publicly traded companies not engaged in a Competing Business (as defined in Section 10(a) below).

2.           Term of Employment . Unless terminated earlier in accordance with the provisions of this Agreement, Executive’s employment under this Agreement will commence on the Effective Date and will continue for a period of three years (the “Initial Term”) and shall automatically and repeatedly be renewed for successive one-year periods thereafter (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either Party has given the other Party written notice of non-renewal at least six months prior to the expiration of the Initial Term or any Renewal Term, as the case may be.

(a)        Base Salary . During the Term, the Company shall pay to Executive a base salary of no less than six hundred thousand dollars ($600,000.00) per year, as may be adjusted above that amount from time to time, to be paid in accordance with the Company’s normal payroll policies (“Base Salary”).

(i)        The Company shall pay to Executive a two hundred fifty thousand dollar ($250,000) cash signing bonus (“Signing Bonus”) on or before the two week anniversary of the Effective Date.

(ii)       In addition to the Signing Bonus, during the Term, the Company shall pay to Executive an annual cash bonus for each fiscal year of the Company, commencing with the fiscal year ending January 29, 2011, based on the formula and targets established for such fiscal year under and in accordance with the Company’s Supplemental Compensation Plan as then in effect (the “Bonus Plan”), a copy of the current version of which is attached hereto

and incorporated herein. Executive may receive additional bonuses at the discretion of the Board of Directors of the Company (the “Board”). Executive’s target annual cash bonus under the Bonus Plan for each fiscal year shall be no less than 100% of the then current Base Salary paid to Executive by the Company for the applicable fiscal year, with up to an additional 25% of the target annual cash bonus if the established target is exceeded by a certain percentage, as provided in the Bonus Plan. For the Company’s fiscal year ending January 30, 2010, Executive shall be entitled to a guaranteed annual cash bonus equal to 100% of Base Salary, which shall be due and payable to Executive by the Company on or before March 31, 2010 (the “Guaranteed Bonus”).

(c)        Benefits . Executive shall be entitled to all benefits, including, but not limited to, insurance programs (including any individual or group life insurance program the Company adopts), pension plans and other retirement benefits, four weeks paid vacation per year (with a year for these purposes being July 1 to June 30, and with said four-weeks being pro rated for any partial year of employment during the Term), sick leave, and expense accounts, in each instance equal to the greater of the benefits afforded other key management personnel or the amount the Board determines, in each case as and when eligible under the terms of the applicable benefit plan. To the extent Executive is not covered by the Company’s medical plan for any of the first 90 days following the Effective Date, the Company shall reimburse Executive for her COBRA costs, (including all COBRA costs for dependent care coverage) with respect to any such uncovered period.

(d)        Expenses . The Company shall reimburse Executive for reasonable out-of-pocket expenses incurred in the performance of her duties hereunder and in furtherance of the business of the Company, in accordance with the policies and procedures of the Company. The Company shall also reimburse Executive for her reasonable legal expenses incurred in connection with the negotiation and execution of this Agreement. All reimbursements under this paragraph shall be made promptly after submission to the Company of evidence in reasonable detail of the incurrence of such expenses.

(e)        Reimbursement of Expenses . Notwithstanding any provision in this Section 3 to the contrary, no expenses incurred after the Term shall be subject to reimbursement, except to the extent provided under this Section 3(e). The amount of expenses eligible for reimbursement during a year shall not affect the expenses eligible for reimbursement in any other year. Reimbursement of an eligible expense shall be made in accordance with the Company’s policies and practices and as otherwise provided herein, provided that in no event shall reimbursement be made after the last day of the year following the year in which the expense was incurred. The right to reimbursement is not subject to liquidation or exchange for another benefit.

(f)         Restricted Stock . On the Effective Date, Executive shall receive a grant of restricted shares of Company common stock under and in accordance with the Company’s Incentive Plan then in effect (the “Incentive Plan”), a copy of the current version of which is attached hereto and incorporated herein, together with a related grant of cash, with an aggregate value of approximately $2,000,000, in each case vesting in equal annual installments on the first, second, and third anniversaries of the Effective Date (subject to employment with the Company on each of such dates and all other terms of the Incentive Plan). In addition, each year during the Term, subject to approval each year by the Compensation Committee of the Board, Executive

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shall receive long-term incentive awards as determined by the Compensation Committee of the Board with an aggregate value of approximately $2,000,000.

4.           Termination of Employment . Executive’s employment with the Company may be terminated as follows:

(a)        Death . In the event of Executive’s death, Executive’s employment will be terminated immediately.

(b)        Disability . In the event of Executive’s Disability, as defined below, Executive’s employment will be terminated immediately. “Disability” shall mean a written determination by a physician mutually agreeable to the Company and Executive (or, in the event of Executive’s total physical or mental disability, Executive’s legal representative) that Executive is physically or mentally unable to perform her duties of Executive Vice President and Chief Financial Officer under this Agreement and that such disability can reasonably be expected to continue for a period of six consecutive months or for shorter periods aggregating 180 days in any 12-month period.

(c)        Termination by the Company for Cause . The Company shall be entitled to terminate Executive’s employment at any time if it has “ Cause ,” which shall mean any of the following: (i) conviction of, or plea of nolo contendere to, a felony or any crime involving fraud or dishonesty; (ii) willful misconduct that results in a material and demonstrable damage to the business or reputation of the Company; (iii) breach by Executive of any of the covenants contained in Sections 8, 10(c), 10(d) or 10(e) below; or (iv) willful refusal by Executive to perform her obligations under this Agreement or the lawful direction of the Board that is not the result of Executive’s death, Disability, physical incapacity or Executive’s termination of this Agreement, and that is not corrected within 30 days following written notice thereof to Executive by the Company, such notice to state with specificity the nature of the willful refusal.

(d)        Without Cause . Either the Company or Executive may terminate Executive’s employment at any time without cause upon written notice to the other Party.

(e)        Termination by Executive with Good Reason . Executive shall be entitled to terminate her employment within 12 months after any of the following events (each of which shall constitute “Good Reason”):

(ii)       a material diminution in Executive’s authority, duties, or responsibilities; or

(iii)      a requirement by the Company that as a condition to continued employment with the Company Executive move to another location of the Company or any affiliate of the Company and the distance between Executive’s residence and proposed new job site is at least 50 miles greater than the distance between Executive’s residence and current job site.

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Notwithstanding the foregoing, Executive shall notify Company in writing if she believes Good Reason exists. Such notice shall set forth in reasonable detail why Executive believes Good Reason exists and shall be provided to the Company within a period not to exceed 90 days of the initial existence of the condition alleged to give rise to Good Reason, upon the notice of which the Company shall have a period of 30 days during which it may remedy the condition.

(f)         Termination by Executive Following a Change in Control . Following a Change in Control of the Company, Executive shall be entitled to terminate her employment within 30 days following the later of the end of the calendar year within which such Change in Control occurs or the end of the taxable year of the Company within which such Change in Control occurs (such date, the “CIC Termination Date”). For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred upon the occurrence of one of the following events, provided such event constitutes a change in control under Section 409A of the Code and the regulations and other guidance issued thereunder:

(i)        Any one person or more than one person acting as a group (as defined in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes greater than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company;

(ii)       Any one person or more than one person acting as a group (as defined in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of such Company; or a majority of the individuals constituting the Board is replaced during any 12-month period by members whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(iii)      Any one person or more than one person acting as a group (as defined in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company or the value of the assets being disposed of determined without regard to any liabilities associated with such assets.

(a)       If Executive’s employment is terminated by reason of death or Disability, the Company shall pay Executive’s Base Salary, at the rate then in effect, and the Guaranteed Bonus (if not previously paid) in accordance with the payroll policies of the Company, through the date of Executive’s death or Disability (in the event of Executive’s death, the payments will be made to Executive’s beneficiaries or legal representatives) and Executive shall not be entitled to any

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further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.

(b)       If Executive’s employment is terminated by Executive (i) without Good Reason or (ii) other than by the CIC Termination Date following a Change in Control; or by the Company for Cause, the Company will pay to Executive all Base Salary, at the rate then in effect, through the date of Executive’s termination of employment and Executive shall not be entitled to any further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.

(c)       If, during the Term, (i) Executive terminates her employment for Good Reason, provided that such termination is within 12 months following the initial existence of one or more conditions giving rise to Good Reason; (ii) Executive terminates her employment by the CIC Termination Date following a Change in Control; or (iii) the Company terminates Executive’s employment without Cause, the Company will pay to Executive all amounts otherwise payable under this Agreement, at the rate the