SPALDING HOLDINGS CORP
EXHIBIT 10.23
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>2
<FILENAME>ex10-23.txt
<DESCRIPTION>EXHIBIT 10.23
<TEXT>

<PAGE>   1
Exhibit 10.23

                        RESTRICTED STOCK AWARD AGREEMENT

         THIS AGREEMENT (the "Agreement"), is made, effective as of June 21,
2000 (the "Grant Date") between SPALDING HOLDINGS CORPORATION, a Delaware
corporation (hereinafter called the "Company"), and G. WADE LEWIS (hereinafter
called the "Participant").

         WHEREAS, the Company has adopted the Amended and Restated 1996 Stock
Purchase and Option Plan for Key Employees of Spalding Holdings Corporation and
Subsidiaries (the "Plan"), which Plan as it may be amended from time to time is
incorporated herein by reference and made a part of this Agreement. Capitalized
terms not otherwise defined herein shall have the same meanings as in the Plan;
and

         WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its Shareholders to grant the common stock of the
Company (the "Common Stock") provided for herein (the "Restricted Stock Award")
to the Participant pursuant to the Plan and the terms set forth herein.

         NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

         1. Grant of Restricted Stock. Subject to the terms and conditions of
the Plan and the additional terms and conditions set forth in this Agreement,
the Company hereby grants to the Participant a Restricted Stock Award consisting
of 500,000 shares of Common Stock (hereinafter called the "Restricted Stock"),
in consideration of the Participant's payment of the par value of $.01 per share
of Common Stock, for a total payment of $5,000. The Restricted Stock shall be
fully vested and nonforfeitable as of the Grant Date.

         2. Certificates. Certificates evidencing the Restricted Stock shall be
issued by the Company and shall be registered in the Participant's name on the
shares transfer books of the Company promptly after the date hereof, but shall
remain in the physical custody of the Company or its designee at all times,
unless otherwise requested by the Participant.

         3. Rights as a Shareholder. The Participant shall be the record owner
of the Restricted Stock and, as record owner, shall be entitled to all rights of
a common shareholder of the Company, including, without limitation, voting
rights with respect to the Restricted Stock; provided that the Restricted Stock
shall be subject to the limitations on transfer and encumbrance set forth in
Section 5.

         4. Legend on Certificates. The certificates representing the Restricted
Stock delivered to the Participant as contemplated by Section 2 above shall bear
the following legend:

                  "THE STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE
                  TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
                  OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT,
                  PLEDGE, HYPOTHECATION OR OTHER DISPOSITION
<PAGE>   2
                  COMPLIES WITH THE PROVISIONS OF THE RESTRICTED STOCK AWARD
                  AGREEMENT DATED AS OF JUNE 21, 2000 BETWEEN SPALDING HOLDINGS
                  CORPORATION ("THE COMPANY") AND THE PARTICIPANT NAMED ON THE
                  FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
                  THE COMPANY)."

In addition, the Restricted Stock shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any shares exchange upon which such Restricted Stock is listed, and
any applicable Federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

         5. Transferability.

         (a) Representations, Warranties and Agreements. The Participant agrees
and acknowledges that he will not, directly or indirectly, offer, transfer,
sell, assign, pledge, hypothecate or otherwise dispose of (any such act being
herein referred to as a "transfer") any shares of Restricted Stock unless such
transfer complies with this Agreement. Furthermore, if the Participant is an
"affiliate" (as defined under Rule 405 of the rules and regulations promulgated
under the Act and as interpreted by the Board of Directors of the Company) of
the Company (an "Affiliate"), the Participant agrees and acknowledges that he
will not transfer any shares of the Restricted Stock unless (i) the transfer is
pursuant to an effective registration statement under the Securities Act of
1933, as amended, or the rules and regulations in effect thereunder (the "Act"),
and in compliance with applicable provisions of state securities laws or (ii)
counsel for the Participant (which shall be such counsel acceptable to the
Company) shall have furnished the Company with an opinion, satisfactory in form
and substance to the Company, that no such registration is required because of
the availability of an exemption from registration under the Act.
Notwithstanding the foregoing, the Company acknowledges and agrees that any of
the following transfers are deemed to be in compliance with the Act and this
Agreement and no opinion of counsel is required in connection therewith: (x) a
transfer made pursuant to this Section 5 or Sections 6 or 7 hereof, (y) a
transfer upon the death of the Participant to his executors, administrators,
testamentary trustees, legatees or beneficiaries (the "Participant's Estate") or
a transfer to the executors, administrators, testamentary trustees, legatees or
beneficiaries of a person who has become a holder of Restricted Stock in
accordance with the terms of this Agreement, provided that it is expressly
understood that any such transferee shall be bound by the provisions of this
Agreement and (z) a transfer made after the Grant Date in compliance with the
federal securities laws to a trust or custodianship the beneficiaries of which
may include only the Participant, his spouse or his lineal descendants (a
"Participant's Trust") or a transfer made to such a trust by a person, other
than the Participant, who has become a holder of Restricted Stock in accordance
with the terms of this Agreement, provided that such transfer is made expressly
subject to this Agreement and that the transferee agrees in writing to be bound
by the terms and conditions hereof.
<PAGE>   3
         (b) Restriction on Transfer. Except for transfers permitted by clauses
(x), (y) and (z) of Section 5(a) or a sale of shares of Restricted Stock
pursuant to an effective registration statement under the Act filed by the
Company or pursuant to the Sale Participation Agreement (as defined below), the
Participant agrees that he will not transfer any shares of the Restricted Stock
at any time prior to the occurrence of a Public Offering (defined in Section 8
below). No transfer of any such shares in violation hereof shall be made or
recorded on the books of the Company and any such transfer shall be void and of
no effect.

         (c) Right of First Refusal. If at any time prior to a Public Offering,
the Participant receives a bona fide offer to purchase any or all of his shares
of Restricted Stock (the "Offer") from a third party (the "Offeror") which the
Participant wishes to accept, the Participant shall cause the Offer to be
reduced to writing and shall notify the Company in writing of his wish to accept
the Offer. The Participant's notice shall contain an irrevocable offer to sell
such shares of Restricted Stock to the Company (in the manner set forth below)
at a purchase price equal to the price contained in, and on the same terms and
conditions of, the Offer, and shall be accompanied by a true copy of the Offer
(which shall identify the Offeror). At any time within 30 days after the date of
the receipt by the Company of the Participant's notice, the Company shall have
the right and option to purchase, or to arrange for a third party to purchase,
all of the shares of Restricted Stock covered by the Offer either (i) at the
same price and on the same terms and conditions as the Offer or (ii) if the
Offer includes any consideration other than cash, then at the sole option of the
Company, at the equivalent all cash price, determined in good faith by the
Company's Board of Directors, by delivering a certified bank check or checks in
the appropriate amount (and any such non-cash consideration to be paid) to the
Participant at the principal office of the Company against delivery of
certificates or other instruments representing the shares of the Restricted
Stock so purchased, appropriately endorsed by the Participant. If at the end of
such 30 day period, the Company has not tendered the purchase price for such
shares in the manner set forth above, the Participant may during the succeeding
30 day period sell not less than all of the shares of Restricted Stock covered
by the Offer to the Offeror at a price and on terms no less favorable to the
Participant than those contained in the Offer. Promptly after such sale, the
Participant shall notify the Company of the consummation thereof and shall
furnish such evidence of the completion and time of completion of such sale and
of the terms thereof as may reasonably be requested by the Company. If, at the
end of 30 days following the expiration of the 30 day period for the Company to
purchase the Restricted Stock, the Participant has not completed the sale of
such shares of the Restricted Stock as aforesaid, all the restrictions on sale,
transfer or assignment contained in this Agreement shall again be in effect with
respect to such shares of the Restricted Stock.

         6.       Participant's Resale of Restricted Stock to the Company Upon
                  The Participant's Death or Disability.

         (a) Except as otherwise provided herein, if at any time prior to a
Public Offering, the Participant either dies or becomes permanently disabled,
then the Participant, the Participant's Estate or a Participant's Trust, as the
case may be, shall have the right, for six months (or such longer time as
determined by the Board of Directors) following the date of death or permanent
disability, to sell to the Company, and the Company shall be required to
purchase, on one occasion, all or any portion of the shares of Restricted Stock
then held by the Participant, the Participant's Trust and/or the Participant's
Estate, as the case may be, at the Repurchase Price,
<PAGE>   4
as determined in accordance with Section 8. The Participant, the Participant's
Estate and/or the Participant's Trust, as the case may be, shall send written
notice to the Company of its intention to sell shares of Restricted Stock in
exchange for the payment referred to in the preceding sentence (the "Redemption
Notice"). The completion of the purchase shall take place at the principal
office of the Company on the tenth business day after the giving of the
Redemption Notice. The Repurchase Price as described above shall be paid by
delivery to the Participant, the Participant's Estate or the Participant's
Trust, as the case may be, of a wire transfer of immediately available funds or
a certified bank check or checks in the appropriate amount payable to the order
of the Participant, the Participant's Estate or the Participant's Trust, as the
case may be, against delivery of certificates or other instruments representing
the Shares so purchased appropriately endorsed or executed by the Participant,
the Participant's Estate or the Participant's Trust, or his or its duly
authorized representative. For purposes of this Agreement, Participant shall be
deemed to have a "permanent disability" when the majority of the Board of
Directors of the Company shall, in good faith, so determine.

         (b) Notwithstanding anything in Section 5(a) to the contrary and
subject to Section 12, if there exists and is continuing a default or an event
of default on the part of the Company or any subsidiary of the Company under any
loan, guarantee or other agreement under which the Company or any subsidiary of
the Company has borrowed money or if the repurchase referred to in Section 6(a)
would result in a default or an event of default on the part of the Company or
any subsidiary of the Company under any such agreement or if a repurchase would
not be permitted under Delaware General Corporation Law (the "DGCL") (or if the
Company reincorporates in another state, the business corporation law of such
state) (each such occurrence being a "Default Event"), the Company shall not be
obligated to repurchase any of the Restricted Stock from the Participant, the
Participant's Estate or the Participant's Trust, as the case may be, until the
first business day which is 10 calendar days after all of the foregoing Default
Events have ceased to exist (the "Repurchase Eligibility Date"); provided,
however, that the number of Shares subject to repurchase under this Section 6(b)
shall be that number of Shares held by the Participant, the Participant's Estate
or a Participant's Trust, as the case may be, at the time of delivery of a
Redemption Notice in accordance with Section 6(a) hereof; provided, further,
that the Repurchase Calculation Date (as defined herein) shall be determined in
accordance with Section 8 as of the Repurchase Eligibility Date (unless the
Repurchase Price would be greater if the Repurchase Calculation Date had been
determined as if no Default Event had occurred in which case, solely for
purposes of this proviso, the Repurchase Calculation Date shall be determined as
if no Default Event had occurred).

         (c) Notwithstanding any other provision of this Section 6 to the
contrary and subject to Section 12, the Participant, the Participant's Estate or
the Participant's Trust, as the case may be, shall have the right to withdraw
any Redemption Notice which has been pending for 60 or more days and which has
remained unsatisfied because of the provisions of Section 6(b).
<PAGE>   5
         7. The Company's Option to Repurchase Restricted Stock of Participant.

         (a) If, at any time prior to a Public Offering (i) the Participant
either dies or becomes permanently disabled, (ii) the beneficiaries of a
Participant's Trust shall include any person or entity other than the
Participant, his spouse or his lineal descendants, or (iii) the Participant
shall effect a transfer of any of the Shares other than as permitted in this
Agreement (alternatively, a "Call Event"), the Company shall have the right to
purchase all, but not less than all, of the shares of the Restricted Stock then
held by the Participant or a Participant's Trust at the Repurchase Price,
determined in accordance with Section 8 hereof. The Company shall have a period
of 75 days from the date of a Call Event in which to give notice in writing to
the Participant of the exercise of such election ("Call Notice").

         (b) The completion of the purchases pursuant to the foregoing shall
take place at the principal office of the Company on the tenth business day
after the giving of notice of the exercise of the option to purchase. The
Repurchase Price shall be paid by delivery to the Participant of a wire transfer
of immediately available funds or a certified bank check or checks in the
appropriate amount payable to the order of the Participant against delivery of
certificates or other instruments representing the Restricted Stock so
purchased, which are appropriately endorsed or executed by the Participant, the
Participant's Trust or his or its authorized representative.

         (c) Notwithstanding any other provision of this Section 7 to the
contrary and subject to Section 12, if there exists and is continuing any
Default Event, the Company shall delay the repurchase of any of the Restricted
Stock (pursuant to a Call Notice given on a timely basis in accordance with
Section 6(a) hereof) from the Participant, the Participant's Estate, or the
Participant's Trust, as the case may be, until the Repurchase Eligibility Date;
provided, however, that the number of shares of Restricted Stock subject to
repurchase under this Section 7(c) shall be that number of shares of Restricted
Stock held by the Participant, the Participant's Estate or a Participant's
Trust, as the case may be, at the time of delivery of a Call Notice in
accordance with Section 7(a) hereof; provided, further, that the Repurchase
Calculation Date shall be determined in accordance with Section 8 based on the
Repurchase Eligibility Date (unless the applicable Repurchase Price would be
greater if the Repurchase Calculation Date had been determined as if no Default
Event had occurred, in which case, solely for purposes of this proviso, the
Repurchase Calculation Date shall be determined as if no Default Event had
occurred).

         8. Determination of Repurchase Price.

         (a) The Repurchase Price shall be calculated on the basis of the
unaudited financial statements of the Company as of the last day of the fiscal
quarter preceding the later of (i) the fiscal quarter in which the event giving
rise to the repurchase occurs and (ii) the fiscal quarter in which the
Repurchase Eligibility Date occurs (hereinafter called the "Repurchase
Calculation Date"). The event giving rise to the repurchase shall be the death
or permanent disability of the Participant, not the giving of any notice
required pursuant to Section 6 or 7.

         (b) The "Repurchase Price" shall be a per share repurchase price equal
to the Book Value Per Share (as defined in Section 8(c)) as of the Repurchase
Calculation Date.
<PAGE>   6
         (c) For purposes of this Agreement, "Book Value Per Share" shall mean
$2.00, plus or minus the amount by which the book value per share of the Company
as of the Repurchase Calculation Date is greater or less than $2.00, as the case
may be, excluding any extraordinary or unusual items or the effects of purchase
accounting adjustments or amortization thereof as determined in the discretion
of the Board.

         (d) As used herein the term "Public Offering" shall mean the sale of
shares of Common Stock to the public subsequent to the date hereof pursuant to a
registration statement under the Act which has been declared effective by the
SEC (other than a registration statement on Form S-8 or any other similar form)
which results in an active trading market in the Common Stock if such a market
does not already exist. A "Qualified Public Offering" shall mean a Public
Offering pursuant to an effective registration

         9. Covenant Regarding 83(b) Election. Except as the Company may
otherwise agree in writing, the Participant hereby covenants and agrees that he
will make an election provided pursuant to Treasury Regulation 1.83-2 with
respect to the Restricted Stock; and the Participant further covenants and
agrees that he will furnish the Company with copies of the forms of election the
Participant files within 30 days after the Grant Date.

         10. Change in Capitalization. If the Company shall be reorganized, or
consolidated or merged with another corporation, any shares, securities or other
property exchangeable for such Restricted Stock pursuant to such reorganization,
consolidation or merger shall be deposited with the Company and shall become
subject to the restrictions and conditions of this agreement to the same extent
as if it had been the original property granted hereby.

         11. "Piggyback" Registration Rights.

         (a) Effective upon the purchase of Common Stock pursuant to this
Agreement, until the first occurrence of a Qualified Public Offering (as defined
in Section 8(e) above), the Participant hereby agrees to be bound by all of the
terms, conditions and obligations of the Registration Rights Agreement dated as
of September 30, 1996, among the Company, Strata Associates, L.P. and KKR
Partners II, L.P. (the "Registration Rights Agreement") and, in the case of a
Qualified Public Offering and subject to the limitations set forth in this
Section 11, shall have all of the rights and privileges of the Registration
Rights Agreement, in each case as if the Participant were an original party
(other than the Company) thereto; provided, however, that the Participant shall
not have any rights to request registration under Section 3 of the Registration
Rights Agreement; and provided further, that the Participant shall not be bound
by any amendments to the Registration Rights Agreement unless Participant
consents thereto. Notwithstanding anything to the contrary contained in the
Registration Rights Agreement, the Participant's rights and obligations under
the Registration Rights Agreement shall be subject to the limitations and
additional obligations set forth in this Section 11. All shares purchased by the
Participant pursuant to this Agreement and held by the Participant, the
Participant's Trust or the Participant's Estate shall be deemed to be
Registrable Securities as defined in the Registration Rights Agreement.

         (b) The Company will promptly notify the Participant in writing (a
"Notice") of any proposed registration (a "Proposed Registration") in connection
with a Qualified Public
<PAGE>   7
Offering. If within 15 days of the receipt by the Participant of such Notice,
the Company receives from the Participant, the Participant's Trust or the
Participant's Estate a written request (a "Request") to register shares of
Restricted Stock held by the Participant, the Participant's Estate or the
Participant's Trust (which Request will be irrevocable unless otherwise mutually
agreed to in writing by the Participant and the Company), shares of Shares will
be so registered as provided in this Section 11; provided, however, that for
each such registration statement only one Request, which shall be executed by
the Participant, the Participant's Trust or the Participant's Estate, as the
case may be, may be submitted for all Registrable Securities held by the
Participant, the Participant's Estate and the Participant's Trust.

         (c) The maximum number of shares of Restricted Stock which will be
registered pursuant to a Request will be the lowest of (i) the number of shares
of Restricted Stock then held by the Participant (which for purposes of this
subparagraph (c) shall include shares held by the Participant's Estate or a
Participant's Trust), (ii) the maximum number of shares of Restricted Stock
which the Company can register in the Proposed Registration without adverse
effect on the offering in the view of the managing underwriters (reduced pro
rata with all other Participants) as more fully described in subsection (d) of
this Section 11 or (iii) the maximum number of shares which the Participant (pro
rata based upon the aggregate number of shares of Common Stock the Participant
and all other Participants have requested be registered) and all other
Participants are permitted to register under the Registration Rights Agreement.

         (d) If a Proposed Registration involves an underwritten offering and
the managing underwriter advises the Company in writing that, in its opinion,
the number of shares of Restricted Stock requested to be included in the
Proposed Registration exceeds the number which can be sold in such offering, so
as to be likely to have an adverse effect on the price, timing or distribution
of the shares of Shares offered in such Qualified Public Offering as
contemplated by the Company, then the Company will include in the Proposed
Registration (i) first, 100% of the shares of Restricted Stock the Company
proposes to sell and (ii) second, to the extent of the number of shares of
Restricted Stock requested to be included in such registration which, in the
opinion of such managing underwriter, can be sold without having the adverse
effect referred to above, the number of shares of Common Stock which the
"Holders" (as defined in the Registration Rights Agreement), including, without
limitation, the Participant and other Participants have requested to be included
in the Proposed Registration, such amount to be allocated pro rata among all
requesting Holders on the basis of the relative number of shares of Restricted
Stock then held by each such Holder (provided that any shares thereby allocated
to any such Holder that exceed such Holder's request will be reallocated among
the remaining requesting Holders in like manner).

         (e) Upon delivering a Request the Participant will, if requested by the
Company, execute and deliver a custody agreement and power of attorney in form
and substance satisfactory to the Company with respect to the shares of
Restricted Stock to be registered pursuant to this Section 11 (a "Custody
Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney
will provide, among other things, that the Participant will deliver to and
deposit in custody with the custodian and attorney-in-fact named therein a
certificate or certificates representing such shares of Restricted Stock (duly
endorsed in blank by the registered owner or owners thereof or accompanied by
duly executed shares powers in blank) and irrevocably appoint said custodian and
attorney-in-fact as the Participant's agent and
<PAGE>   8
attorney-in-fact with full power and authority to act under the Custody
Agreement and Power of Attorney on the Participant's behalf with respect to the
matters specified therein.

         (f) The Participant agrees that he will execute such other agreements
as the Company may reasonably request to further evidence the provisions of this
Section 11.

         12. Pro Rata Repurchases. Notwithstanding anything to the contrary
contained in Sections 5, 6 or 7, if at any time consummation of all purchases
and payments to be made by the Company pursuant to this Agreement and other
Participants' agreements governing their ownership of any shares of Common Stock
would result in a Default Event, then the Company shall make purchases from, and
payments to, the Participant and other Participants pro rata (on the basis of
the proportion of the number of shares of Common Stock each such Participant and
all other Participants have elected or are required to sell to the Company) for
the maximum number of shares of Common Stock permitted without resulting in a
Default Event (the "Maximum Repurchase Amount"). The provisions of Section 6(b)
and 7(c) shall apply in their entirety to payments and repurchases with respect
to shares of Restricted Stock, which may not be made due to the limits imposed
by the Maximum Repurchase Amount under this Section 12. Until all of such Common
Stock is purchased and paid for by the Company, the Participant and the other
Participants whose Common Stock are not purchased in accordance with this
Section 12 shall have priority, on a pro rata basis, over other purchases of
Common Shares by the Company pursuant to this Agreement and other Participants'
Agreements.

         13. Rights to Negotiate Repurchase Price. Nothing in this Agreement
shall be deemed to restrict or prohibit the Company from purchasing shares of
Restricted Stock from the Participant, at any time, upon such terms and
conditions, and for such price, as may be mutually agreed upon between the
Parties, whether or not at the time of such purchase circumstances exist which
specifically grant the Company the right to purchase, or the Participant the
right to sell, shares of Restricted Stock under the terms of this Agreement.

         14. Withholding. It shall be a condition of the obligation of the
Company upon delivery of Restricted Stock to the Participant that the
Participant pay to the Company such amount as may be requested by the Company
for the purpose of satisfying any liability for any federal, state or local
income or other taxes required by law to be withheld with respect to such
Restricted Stock. The Company shall be authorized to take such action as may be
necessary in the opinion of the Company's counsel (including, without
limitation, withholding Restricted Stock otherwise deliverable to participant
hereunder and/or withholding amounts from any compensation or other amount owing
from the Company to the Participant) to satisfy all obligations for the payment
of any such taxes. The Participant is hereby advised to seek his own tax counsel
regarding the taxation of the grant of Restricted Stock made hereunder.

         15. Expiration of Certain Provisions. The provisions contained in
Sections 5, 6 and 7 of this Agreement and the portion of any other provision of
this Agreement which incorporates the provisions of Sections 5, 6 and 7, shall
terminate and be of no further force or effect with respect to any shares of
Restricted Stock sold by the Participant (i) pursuant to an effective
registration statement filed by the Company pursuant to Section 11 hereof or
(ii) pursuant to the terms of the Sale Participation Agreement of even date
herewith, among the Participant and Strata Associates, L.P.
<PAGE>   9
         The provisions contained in Sections 5, 6 and 7 of this Agreement, and
the portion of any other provisions of this Agreement which incorporate the
provisions of such Sections, shall terminate and be of no further force or
effect upon the consummation of a merger, reorganization, business combination
or liquidation of the Company, or a sale of Common Stock owned by the KKR
Partners and Strata Associates (as such terms are defined in the Sale
Participation Agreement), but only if such merger, reorganization, business
combination, liquidation or sale of Common Stock results in Strata Associates,
L.P. or any affiliate thereof, no longer having the power (i) to elect a
majority of the Board of Directors of the Company or such other corporation
which succeeds to the Company's rights and obligations pursuant to such merger,
reorganization, business combination, liquidation or shares sale, or (ii) if the
resulting entity of such merger, reorganization, business combination,
liquidation or shares sale is not a corporation, to select the general
partner(s) or other persons or entities controlling the operations and business
of the resulting entity.

         16. Securities Laws. The Company may require the Participant to make or
enter into such written representations, warranties and agreements as the
Committee may reasonably request in order to comply with applicable securities
laws or with this Agreement. The granting of the Restricted Stock hereunder
shall be subject to all applicable laws, rules and regulations and to such
approvals of any governmental agencies as may be required.

         17. Notices. All notices and other communications provided for herein
shall be in writing and shall be deemed to have been duly given if delivered by
hand (whether by overnight courier or otherwise) or sent by registered or
certified mail, return receipt requested, postage prepaid, to the Party to whom
it is directed:

         (a) If to the Company, to it at the following address:

                           Spalding Holdings Corporation
                           425 Meadow Street, P.O. Box 901
                           Chicopee, Massachusetts  01021-0901

                           Attn:    Secretary
<PAGE>   10
         with copies to:

                Kohlberg Kravis Roberts & Co.
                9 West 57th Street
                Suite 4200
                New York, New York  10019

                    Attn:  Michael T. Tokarz

         and

                Simpson Thacher & Bartlett
                425 Lexington Avenue
                New York, New York  10017-3909

                    Attn:  Arthur D. Robinson, Esq.

         (b) If to the Participant, to him at the address set forth below under
his signature;

or at such other address as either party shall have specified by notice in
writing to the other.

         18. Governing Law. The laws of the State of Delaware (or if the Company
reincorporates in another state, the laws of that state) shall govern the
interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.

         19. Confidential Information. The Participant will not disclose or use
at any time any Confidential Information (as defined below) of which the
Participant is or becomes aware, whether or not such information is developed by
him, except to the extent that such disclosure or use is directly related to and
required by the Participant's performance of duties, if any, assigned to the
Participant by the Company. As used in this Agreement, the term "Confidential
Information" means information that is not generally known to the public and
that is used, developed or obtained by the Company or its subsidiaries in
connection with its business, including but not limited to (i) products or
services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer
software, including operating systems, applications and program listings, (v)
flow charts, manuals and documentation, (vi) data bases, (vii) accounting and
business methods, (viii) inventions, devices, new developments, methods and
processes, whether patentable or unpatentable and whether or not reduced to
practice, (ix) customers and clients and customer or client lists, (x) other
copyrightable works, (xi) all technology and trade secrets, and (xii) all
similar and related information in whatever form. Confidential Information will
not include any information that has been published in a form generally
available to the public prior to the date the Participant proposes to disclose
or use such information. The Participant acknowledges and agrees that all
copyrights, works, inventions, innovations, improvements, developments, patents,
trademarks and all similar or related information which relate to the actual or
anticipated business of the Company and its subsidiaries (including its
predecessors) and conceived, developed or made by the Participant while employed
by the
<PAGE>   11
Company or its subsidiaries belong to the Company. The Participant will perform
all actions reasonably requested by the Company to establish and confirm such
ownership at the Company's expense (including without limitation assignments,
consents, powers of attorney and other instruments). Because the Participant's
services are unique and because the Participant has had access to Confidential
Information, the parties hereto agree that money damages will be an inadequate
remedy for any breach of this Agreement. In the event a breach or threatened
breach of this Agreement, the Company or its successors or assigns may, in
addition to other rights and remedies existing in their favor, apply to any
court of competent jurisdiction for specific performance and/or injunctive
relief in order to enforce, or prevent any violations of, the provisions hereof
(without the posting of a bond or other security).

         20. Signature in Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


                                SPALDING HOLDINGS CORPORATION


                                By:  /s/ James R. Craigie
                                     ---------------------
                                        James R. Craigie
                                        President and Chief Executive Officer


 /s/ G. Wade Lewis
-------------------
G. Wade Lewis
Domaine de la Valette
St. John, Jersey  JE34AA
Channel Islands
</TEXT>
</DOCUMENT>
