ex10_2.htm


    Exhibit
10.2

    


    HIBBETT
SPORTS, INC.

    AMENDED
AND RESTATED (1996) STOCK OPTION PLAN

    


    SECTION
1.  PURPOSE

    


    The
purpose of this Plan is to promote the interests of the Company and its
shareholders by granting Options to purchase Stock to Employees in order (1) to
provide an additional incentive to each Employee to work to increase the value
of the Company's Stock, and (2) to provide each Employee with a stake in the
future of the Company which corresponds to the stake of each of the Company's
shareholders.

    


    SECTION
2.  DEFINITIONS

    


    Each term
set forth in this Section 2 shall have the meaning set forth opposite such term
for purposes of this Plan and, for purposes of such definitions, the singular
shall include the plural and the plural shall include the singular.

    


                  
2.1.           Affiliate
-- means any corporation, partnership, joint venture or any other entity (i)
that, directly or indirectly, is controlled by the Company or (ii) in which the
Company owns, directly or indirectly, a significant equity interest, in either
case as determined by the Committee.

    


    2.2.           Board
-- means the Board of Directors of the Company.

    


    2.3.           Change
in Control -- shall be deemed to have occurred if (i) any person" as such term
is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company,
any trustee or other fiduciary holding securities under any employee benefit
plan of the Company, any company owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of Stock of the Company, Saunders Karp & Megrue, L.P. or any
Affiliate thereof, or the Anderson Shareholders (as defined in the Stockholders
Agreement dated as November 1, 1995 among the SK Equity Fund L.P., SK Investment
Fund L.P., the Company and certain shareholders of the Company named therein)),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
50% or more of the combined voting power of the Company's then outstanding
securities; (ii) during any period of two consecutive years (not including any
period prior to the adoption of the Plan), individuals who at the beginning of
such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii), or (iv) of this paragraph)
whose election by the Board or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the two-year
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority of the Board; (iii) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation that would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; or (iv) the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.  If any of the events
enumerated in clauses (i) through (iv) occur, the Committee shall determine the
effective date of the Change in Control resulting therefrom, for purposes of the
Plan.

    


    2.4.           Code
-- means the Internal Revenue Code of 1986, as amended.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.5.           Committee
-- means a committee appointed by the Board to administer this Plan which at all
times shall consist of two or more members of the Board.  To the
extent the Board considers it desirable to comply with or qualify under Rule
16b-3 of the Exchange Act, each member of the Committee shall be a "non-employee
director" within the meaning of Rule 16b-3.  The Board may from time
to time remove members from, or add members to, the Committee. Vacancies on the
Committee shall be filled by the Board.  The Committee shall select
one of its members as Chairman and shall hold meetings at such times and places
as it may determine.

    


    2.6.           Company
-- means Hibbett Sports, Inc., a Delaware corporation, or any successor to such
corporation, and its Affiliates.

    


    2.7.           Employee
-- means any full-time employee of Hibbett Sporting Goods, Inc. or its wholly
owned subsidiaries who the Committee, acting in its absolute discretion, has
determined to be eligible for the grant of an Option under this
Plan.

    


    2.8.           Exchange
Act -- means the Securities Exchange Act of 1934, as amended.

    


    2.9.           Fair
Market Value -- means, unless otherwise determined by the Committee, the closing
price on the date of determination for a share of Stock, or if there were no
sales on such date, the most recent prior date on which there were sales, as
reported by The Wall Street Journal or, if The Wall Street Journal does not
report such closing price, such closing price as reported by a newspaper or
trade journal selected by the Committee.

    


    2.10.           ISO
-- means an option granted under this Plan to purchase Stock which is intended
by the Company to satisfy the requirements of Code Section 422.

    


    2.11.           Non-ISO
-- means an option granted under this Plan to purchase Stock which is not
intended by the Company to satisfy the requirements of Code Section
422.

    


    2.12.           Option
-- means an ISO or a Non-ISO.

    


    2.13.           Option
Agreement -- means the written agreement or instrument which sets forth the
terms of an Option granted to an Employee under this Plan.

    


    2.14.           Option
Price -- means the price which shall be paid to purchase one share of Stock upon
the exercise of an Option granted under this Plan.

    


    2.15.           Plan
-- means this Hibbett Sports, Inc. Amended and Restated 1996 Stock Option Plan,
as amended from time to time.

    


    2.16.           Rule
16b-3 -- means the exemption under Rule 16b-3 to Section 16(b) of the Exchange
Act or any successor to such rule.

    


    2.17.           Stock
-- means the $.01 par value common stock of the Company.

    


    SECTION
3.  SHARES RESERVED UNDER THE PLAN

    


    There
shall be 238,566 shares of Stock reserved for use under this Plan [the number of shares of Stock
reserved for use under this Plan was subsequently increased by an additional
650,000 shares- See Registration Statement on Form S-8 (Reg. No. 333-63094)
filed June 15, 2001], and such shares of Stock shall be reserved to the
extent that the Company deems appropriate from authorized but unissued shares of
Stock and from shares of Stock which have been reacquired by the
Company.  Furthermore, any shares of Stock subject to an Option which
remain unissued after the cancellation, expiration or exchange of such Option
thereafter shall again become available for use under this Plan.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
4.  EFFECTIVE DATE

    


    The
effective date of this Plan shall be the date it is adopted by the Board,
provided that to the extent this Plan provides for the issuance of ISOs, the
shareholders of the Company shall approve those portions of this Plan related to
the granting of ISOs within twelve (12) months after the date of
adoption.  If any Options are granted under this Plan before the date
of such shareholder approval, such Options automatically shall be granted
subject to such approval.

    SECTION
5.  ADMINISTRATION

    


    5.1.           Authority
of Committee.  The Plan shall be administered by the
Committee.  Subject to the terms of the Plan and applicable law, and
in addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority to: (i)
designate Employees to participate in the Plan; (ii) determine the type of
Options to be granted to an eligible Employee; (iii) determine the number of
shares of Stock to be covered by an Option; (iv) determine the terms and
conditions of any Option; (v) determine whether, to what extent, and under what
circumstances an Option may be exercised in cash, shares of Stock, other
securities, or other property, or canceled, forfeited, or suspended and the
method or methods by which Options may be exercised, canceled, forfeited, or
suspended; (vi) interpret and administer the Plan and any instrument or
agreement relating to, or grant made under, the Plan; (vii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (viii) make any
other determination and take any other action that the Committee deems necessary
to or desirable for the administration of the Plan.

    


    5.2.
Committee Discretion Binding.  Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Option shall be within the sole
discretion of the Committee, may be made at any time, and shall be final,
conclusive, and binding upon all persons, including the Company, any Employee,
any holder or beneficiary of any Option and any shareholder.

    


    SECTION
6.  ELIGIBILITY

    


    Only
Employees shall be eligible for the grant of Options under this
Plan.

    


    SECTION
7.  GRANT OF OPTIONS

    


    Subject
to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Employees to whom Options shall be granted, the
number of shares of Stock to be covered by each Option, the Option Price
therefor, and the conditions and limitations applicable to the exercise of the
Option.  The Committee shall have the authority to grant ISOs, or to
grant Non-ISOs, or to grant both types of Options.  In the case of
ISOs, the terms and conditions of such grants shall be subject to and comply
with such rules as may be prescribed by Section 422 of the Code, as from time to
time amended, and any regulations implementing such statute.

    


    SECTION
8.  OPTION PRICE

    


    The
Option Price for each share of Stock subject to an Option shall be determined by
the Committee in its discretion, but in no event shall the Option Price be less
than the Fair Market Value of a share of Stock on the date the Option is
granted.  The Option Price shall be payable in full upon the exercise
of any Option and, at the discretion of the Committee, an Option Agreement can
provide for the payment of the Option Price in accordance with the rules and
regulations established by the Committee, either in cash, by check, or in Stock
acceptable to the Committee or in any combination of cash, check, and Stock
acceptable to the Committee, in either case having a fair market value or
combined fair market value equal to the Option Price as determined by the
Committee in accordance with the Plan.

    


    SECTION
9.  EXERCISE PERIOD

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.1.     Except
as provided in Section 9.2, each Option granted under this Plan to an Employee
shall be exercisable in whole or in part at such time or times as set forth in
the related Option Agreement, but, unless otherwise provided for by the
Committee, no Option Agreement shall make an Option granted to an Employee
exercisable after the earlier of:

    


    (a)  the
end of the 30 day period which begins on the date that Employee's employment by
the Company terminates for any reason other than death;

    


    (b)  the
end of the 180 day period which begins on the date that Employee's employment by
the Company terminates because of death;

    


    (c)  the
date which is the tenth anniversary of the date the Option is granted;
or

    


    (d)  the
date such Option is exercised in full.

    


    9.2.     Effective
June 2, 2008, a Non-ISO granted to an Employee whose employment by the Company
terminates because of death or disability or because of retirement after
obtaining sixty-five (65) years of age with at least seven (7) years of service
with the Company shall remain exercisable for ten (10) years from the date of
grant of such Non-ISO.

    


    SECTION
10.  TRANSFERABILITY

    


    10.1.     No
Option granted under this Plan shall be transferable by an Employee other than
by will or by the laws of descent and distribution, and such Option shall be
exercisable during the lifetime of an Employee only by such
Employee.  The person or persons to whom an Option is transferred by
will or by the laws of descent and distribution thereafter shall be treated as
the Employee under this Plan.

    


    10.2.     The
Committee may impose such restrictions on any shares of Stock acquired pursuant
to Options under the Plan as it may deem advisable, including, without
limitation, restrictions under applicable federal securities law, restrictions
imposed by any stock exchange upon which such shares of Stock may be listed, and
restrictions under any blue sky or state securities laws applicable to such
shares.

    


    SECTION
11.  SECURITIES REGISTRATION

    


    All
certificates for shares of Stock or other securities of the Company delivered
under the Plan pursuant to any Option or the exercise thereof shall be subject
to such stop transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which shares of Stock or other
securities are then listed, and any applicable Federal or state securities law,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.  If
so requested by the Company, the Employee shall make a written representation to
the Company that he or she will not sell or offer to sell any of such Stock
unless a registration statement shall be in effect with respect to such Stock
under the Securities Act of 1933, as amended ("1933 Act") and any applicable
state securities law or unless he or she shall have furnished to the Company an
opinion, in form and substance satisfactory to the Company, of legal counsel
acceptable to the Company, that such registration is not required.

    


    SECTION
12.  LIFE OF PLAN

    


    No Option
shall be granted under this Plan on or after the earlier of (1)  the
tenth anniversary of the effective date of this Plan (as determined under
Section 4 of this Plan), in which event this Plan thereafter shall continue in
effect until all outstanding Options have been exercised in full or no longer
are exercisable, or (2)  the date on which all of the Stock reserved
under Section 3 of this Plan, subject to adjustment pursuant to Section 13
hereof or amendment pursuant to Section 15 hereof, has (as a result of the
exercise of Options granted under this Plan) been issued or no longer is
available for use under this Plan, in which event this Plan also shall terminate
on such date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
13.  ADJUSTMENT

    


    To
prevent the dilution or enlargement of benefits or potential benefits intended
to be made available under the Plan, in the event of any corporate transaction
or event such as a stock dividend, recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, spin-off, combination or other
similar corporate transaction or event affecting the Stock with respect to which
Options have been or may be issued under the Plan (any such transaction or
event, a “Transaction”), then the Committee shall, in such manner as the
Committee deems equitable:  (A) make a proportionate adjustment in 1)
the maximum number and type of securities as to which awards may be granted
under this Plan, 2) the number and type of securities subject to outstanding
Options, 3) the grant or exercise price with respect to any such Option, and 4)
the per individual limitations on the number of securities that may be awarded
under the Plan (any such adjustment, an “Antidilution Adjustment”); provided, in
each case, that with respect to ISOs, no such adjustment shall be authorized to
the extent that such adjustment would case such options to violate Section
422(b) of the Code or any successor provision; with respect to all Options, no
such adjustment shall be authorized to the extent that such adjustment violates
the provisions of Treasury Regulation 1.424-1 and Section 409A of the Code or
any successor provisions; and the number of shares of Stock subject to any
Option denominated in shares shall always be a whole number; or (B) cause any
Option outstanding as of the effective date of the Transaction to be cancelled
in consideration of a cash payment or alternate award (whether from the Company
or another entity that is a participant in the Transaction) or a combination
thereof made to the holder of such cancelled Option substantially equivalent in
value to the fair market value of such cancelled Option.  The
determination of fair market value shall be made by the Committee or the Board,
as the case may be, in their sole discretion.  Any adjustments made
hereunder shall be binding on all participants.

    


    SECTION
14.  CHANGE IN CONTROL

    


    If there
is a Change in Control of the Company, the Committee thereafter shall have the
right to take such action with respect to any outstanding Options granted to any
Employee as the Committee deems appropriate under the circumstances to protect
the interest of the Company in maintaining the integrity of such grants under
this Plan, including unilaterally canceling such Options in exchange for cash,
securities or other consideration.  The Committee shall have the right
to take different action under this Section 14 with respect to different
Employees or different groups of Employees, as the Committee deems appropriate
under the circumstances.  In no event, however, shall the Committee
take any action under this Section 14 which would impair the rights of an
Employee or which would impair the value of such Options, without such
Employee's consent.

    


    SECTION
15.  AMENDMENT OR TERMINATION

    


    15.1.     Amendments
to the Plan.  This Plan may be amended, in whole or in part, by the
Board from time to time to the extent that the Board deems necessary or
appropriate; provided, however, that no amendment shall be made which would
impair the rights of an Employee with respect to Options theretofore granted or
which would impair the value of such Options, without such Employee's consent;
and, provided further, that no such amendment shall be made absent the approval
of the shareholders of the Company if such approval is necessary to comply with
any tax or regulatory requirement for which or with which the Board deems it
necessary or desirable to qualify or comply.  The Board also may
suspend the granting of Options under this Plan at any time and may terminate
this Plan, in whole or in part, at any time; provided, however, the Board shall
not have the right unilaterally to modify, amend or cancel any Option granted
before such suspension or termination unless (1) the Employee consents in
writing to such modification, amendment or cancellation or (2) there is a
dissolution or liquidation of the Company or a transaction described in Section
13 or Section 14 of this Plan.

    


    15.2.           Amendments
to Options.  The Committee may waive any conditions or rights under,
amend any terms of, or alter, suspend, discontinue, cancel or terminate, any
Option theretofore granted, prospectively or retroactively; provided that any
such waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights of any Employee or any holder
or beneficiary of any Option theretofore granted shall not to that extent be
effective without the consent of the affected Employee, holder or
beneficiary.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    15.3.           Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
Events.  The Committee is hereby authorized to make adjustments in the
terms and conditions of Options in recognition of unusual or nonrecurring events
affecting the Company or the financial statements of the Company, or of changes
in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan.

    


    15.4.     Cancellation.  Any
provision of this Plan or any Option Agreement to the contrary notwithstanding,
the Committee may cause any Option granted hereunder to be canceled in
consideration of a cash payment or alternative Option made to the holder of such
canceled Option equal in value to the Fair Market Value of such canceled
Option.

    


    SECTION
16.  MISCELLANEOUS

    


    16.1.     No
Shareholder Rights.  No Employee shall have any rights as a
shareholder of the Company as a result of the grant of an Option to him or to
her under this Plan or his or her exercise of such Option pending the actual
issuance of Stock subject to such Option to such Employee.

    


    16.2.     No
Contract of Employment.  The grant of an Option to an Employee under
this Plan shall not constitute a contract of employment and shall not confer on
any Employee any rights upon his or her termination of employment in addition to
those rights, if any, expressly set forth in the Option Agreement which
evidences his or her Option.

    


    16.3.     Other
Conditions.  Each Option Agreement may require that an Employee (as a
condition to the exercise of an Option) enter into any agreement or make such
representations prepared by the Company, including any agreement which restricts
the transfer of Stock acquired pursuant to the exercise of such
Option.

    


    16.4.     Withholding.  The
exercise of any Option granted under this Plan shall constitute full and
complete consent by an Employee to whatever action the Committee deems necessary
to satisfy the federal and state tax withholding requirements, if any, which the
Committee acting in its discretion deems applicable to such
exercise.  The Committee also shall have the right to provide in an
Option Agreement that an Employee may elect to satisfy federal and state
withholding requirements through a reduction in the number of shares of Stock
actually transferred to him or her under this Plan, and if the Employee is
subject to the reporting requirements under Section 16 of the Exchange Act, any
such election and any such reduction shall be effected so as to satisfy the
conditions to the exemption under Rule 16b-3 under the Exchange
Act.

    


    16.5.           No
Rights to Awards.  No Employee, or other person shall have any claim
to be granted any Option, and there is no obligation for uniformity of treatment
of Employees, or holders or beneficiaries of Options.  The terms and
conditions of Options need not be the same with respect to each
recipient.

    


    16.6.           No
Limit on Other Compensation Arrangements.  Nothing contained in the
Plan shall prevent the Company from adopting or continuing in effect other
compensation arrangements, which may, but need not, provide for the grant of
options, restricted stock, and other types of awards whether or not provided for
hereunder (subject to shareholder approval if such approval is required), and
such arrangements may be either generally applicable or applicable only in
specific cases.

    


    16.7.           Severability.  If
any provision of the Plan or any Option is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or as to any person or
Option, or would disqualify the Plan or any Option under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan or the Option, such provision shall be stricken as to such
jurisdiction, person or Option and the remainder of the Plan and any such Option
shall remain in full force and effect.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    16.8.           No
Trust or Fund Created.  Neither the Plan nor any Option shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company and an Employee or any other person. To the
extent that any person acquires a right to receive payments from the Company
pursuant to an Option, such right shall be no greater than the right of any
unsecured general creditor of the Company.

    


    16.9           Delegation.  Subject
to the terms of the Plan and applicable law, the Committee may delegate to one
or more officers or managers of the Company, or to a committee of such officers
or managers, the authority, subject to such terms and limitations as the
Committee shall determine, to grant Options to, or to cancel, modify or waive
rights with respect to, or to alter, discontinue, suspend, or terminate Options
held by, Employees who are not officers or directors of the Company for purposes
of Section 16 of the Exchange Act, or any successor section thereto, or who are
otherwise not subject to such Section.

    


    16.10     Other
Laws.  The Committee may refuse to issue or transfer any shares of
Stock or other consideration under an Option if, acting in its sole discretion,
it determines that the issuance or transfer of such shares of Stock or such
other consideration might violate any applicable law or regulation or entitle
the Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a holder or beneficiary of an Option in
connection with the exercise of such Option shall be promptly refunded to the
relevant holder or beneficiary.  Without limiting the generality of
the foregoing, no Option granted hereunder shall be construed as an offer to
sell securities of the Company, and no such offer shall be outstanding, unless
and until the Committee in its sole discretion has determined that any such
offer, if made, would be in compliance with all applicable requirements of the
U.S. federal securities laws and any other laws to which such offer, if made,
would be subject.

    


    16.11.    Headings.  Headings
are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any
provision thereof.

    


    16.12.    Construction.  This
Plan shall be construed under the laws of the State of Delaware.

    


    


    


    


    End
of Exhibit 10.2