EXHIBIT 99.1
Tax Indemnification
Agreement
THIS TAX
INDEMNIFICATION AGREEMENT dated as of September 30, 2005 (this
"Agreement"), is entered into by and among SPORT CHALET, INC., a
Delaware corporation (the "Company"), NORBERT OLBERZ and IRENE
OLBERZ, both individually and in their capacities as the trustees
of THE OLBERZ FAMILY TRUST ("Olberz"), CRAIG L. LEVRA ("Levra") and
HOWARD K. KAMINSKY ("Kaminsky").
WHEREAS,
pursuant to the "Transition Plan" dated February 28, 2005, attached
hereto as Exhibit A , Olberz has agreed to transfer to Levra
and Kaminsky (the "Transfer") such number of shares (the "Shares")
of Class B Common Stock of the Company owned by Olberz as would be
necessary, when added to the shares owned by Levra and Kaminsky, to
give them at least 45% of the combined voting power of the Class A
Common Stock and the Class B Common Stock of the
Company;
WHEREAS,
because the Transfer is between the Company's majority stockholder
and officers of the Company, applicable tax rules and regulations
require the Company to treat the Transfer as the contribution of
the Shares to the Company's capital and the subsequent issuance of
the Shares by the Company to Levra and Kaminsky;
WHEREAS, the
Company and Olberz have agreed to the Transfer on the condition
that Levra and Kaminsky pay all taxes imposed as a result of the
Transfer, including without limitation gift taxes, income tax
withholding, FICA, FUTA, SDI and SUI; and
WHEREAS, Levra
and Kaminsky have agreed to indemnify the Company and Olberz from
any such taxes, and have agreed to pledge 457,263 shares (the
"Pledged Shares") of Company Class B Common Stock as security for
such obligation, provided, however, that such pledge shall be
subordinate to any pledge of the Pledged Shares for indebtedness
incurred by Levra and Kaminsky;
NOW, THEREFORE,
to induce the Company and Olberz to enter into, and in
consideration of its entering into, the Transfer, and in
consideration of the premises and the representations, warranties
and agreements contained herein, the parties hereto agree as
follows:
"Taxes" means any federal, state and local
taxes, including, without limitation, gift taxes, transfer taxes,
income taxes (including withholding of income taxes) and payroll
taxes (such as FICA, FUTA, SDI, SUI and the like), and any
penalties and interest on any such taxes.
"Indemnitee" means Olberz and his successors and
assigns. "Indemnitors" means Levra and Kaminsky and their
successors and assigns.
ARTICLE II
Indemnification by Levra and
Kaminsky . The
Indemnitors, jointly but not severally, agree to indemnify and hold
harmless the Indemnitee from and against any and all Taxes asserted
against, imposed upon, or incurred by the Indemnitee which arise
out of or in connection with the Transfer, plus reasonable legal
fees and expenses incurred for or with respect to such indemnity.
For purposes of clarification, each Indemnitor shall be liable
hereunder only for those Taxes asserted against, imposed upon, or
incurred by the Indemnitee that are solely attributable to the
transfer of Shares to such Indemnitor in connection with the
Transfer.
1. Claims
by Taxing Authorities .
(a) If a claim by a
federal, state or local taxing authority is made against the
Indemnitee arising out of a matter for which the Indemnitee is
entitled to be indemnified pursuant to Section 2 (a "Tax Claim"),
the Indemnitee shall promptly notify each Indemnitor in writing of
such claim. The failure to notify promptly the Indemnitors shall
not relieve the Indemnitors of their obligations hereunder except
to the extent (and only to the extent) that the Indemnitors are
actually and materially prejudiced by such failure. The Indemnitors
shall be responsible for the fees and expenses of the counsel
employed by the Indemnitee, provided that in no event shall the
Indemnitors be liable for the fees and expenses of more than one
counsel (in addition to any local counsel) for the Indemnitee in
connection with any one Tax Claim or separate but similar or
related Tax Claims.
(b) The
Indemnitors shall be entitled to control the defense of a Tax
Claim, individually or jointly, through their counsel, at their own
expense, and, without limiting the foregoing, may in their sole
discretion, pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with any taxing authority
with respect thereto, and may in their sole discretion, pay the
amount claimed and sue for a refund (where applicable law permits
such refund suits), settle or contest the Tax Claim in any
permissible manner.
(c) So long as
the Indemnitors are participating i
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