DICKS SPORTING GOODS INC
EXHIBIT 10.1 OFFER LETTER
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<TYPE>EX-10.1
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<FILENAME>j0439701exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1 OFFER LETTER
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                                                                    EXHIBIT 10.1

Dated As of December 1, 2003


William R. Newlin, Esquire
752 Fleming Lane
Sewickley, PA  15143

Dear Bill:

This amended and restated letter confirms the details of your offer with Dick's
Sporting Goods, Inc.

Job Title:                         Executive Vice-President & CAO

Reports to:                        Ed Stack, Chairman & CEO

Direct Reports:                    The following positions will report directly
                                   to you:
                                   - CFO
                                   - SVP Human Resources
                                   - Director of Internal Audit
                                   - Legal

Rate of Pay:                       Your starting pay will be $450,000 annually,
                                   and you will be paid on a bi-weekly basis.

Bonus:                             Your bonus opportunity will be 0-150% of your
                                   base salary, targeted at 75%.

Stock Options:

    Initial Grant:                 You will be eligible for an initial grant of
                                   300,000 non-qualified stock options, which
                                   will be granted shortly after your employment
                                   begins. Fifty percent (50%) of those options
                                   will vest 12 months after they're granted,
                                   another 25% will vest 24 months after they're
                                   granted, and the final 25% will vest 36
                                   months after they're granted. You will have
                                   six years to exercise any of these options
                                   from their date of vesting.

Severance:                         Should your employment terminate
                                   involuntarily within the first year of
                                   employment, 50% of your initial stock option
                                   grant will vest automatically.

                                   Additionally, should your employment
                                   terminate involuntarily within the first two
                                   years of employment, you will get a severance
                                   benefit worth one year of base pay and the
                                   prorated portion of the bonus for that year.

Vacation:                          You are eligible for 20 vacation days
                                   beginning in calendar year 2004. The use and
                                   payment of vacation time is subject to the
                                   vacation guidelines listed in the Dick's
                                   Associate Handbook.

Personal Days:                     You are eligible for 3 personal days
                                   beginning calendar year 2004.

Holidays:                          The Corporate Office observes seven paid
                                   holidays each year.

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Benefits:                          You are eligible to participate in the Dick's
                                   Sporting Good's Employee benefits program. A
                                   summary of these benefits is included with
                                   this packet. The benefits program will be
                                   discussed in detail on your first day of
                                   employment. You will have 31 days to make
                                   your benefits selections.

Confidentiality/Non-Compete
And Insider Trading:

                                   Documentation detailing the specifics of
                                   these agreements is included with this
                                   letter. Please review this information
                                   carefully.

                                   As a condition of your employment, you will
                                   need to review all the documentation included
                                   in this packet. You are required to sign the
                                   documentation where indicated and return it
                                   in the self addressed stamped envelope prior
                                   to your start date.

Change in
Control:                           Any applicable severance amounts would double
                                   should you choose to leave the Company due to
                                   a Change of Control.

Admin
Support:                           We have agreed that the Company will hire
                                   your assistant, Debbie Hanks, at her current
                                   level of base compensation.

Start Date and Other               To be mutually agreed upon but as soon as
Information:                       possible. Undefined terms used herein have
                                   the meaning defined in your stock option
                                   agreements dated September 22, 2003.


We look forward to having you on the Dick's Sporting Good's team.

Sincerely,

Edward W. Stack
Chairman & CEO

Agreed to on December 1, 2003


/s/ William R. Newlin
--------------------------------
William R. Newlin



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