ex10_1.htm


    


    Exhibit
10.1

    


    


    HIBBETT
SPORTS, INC.

    AMENDED
(1996) STOCK PLAN FOR OUTSIDE DIRECTORS

    


    


    1.           Purpose

    


    The purpose of the Hibbett Sports, Inc.
(1996) Stock Plan for Outside Directors (the "Plan") is to promote the interests
of Hibbett Sports, Inc. (the "Company") and its stockholders by increasing the
proprietary interest of outside directors in the growth and performance of the
Company by granting such directors options to purchase shares of Common Stock,
par value $.01 per share (the "Shares") of the Company.

    


    2.           Administration

    


    The Plan shall be administered by the
Company's Board of Directors (the "Board").  Subject to the provisions
of the Plan, the Board shall be authorized to interpret the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan and to make
all other determinations necessary or advisable for the administration of the
Plan; provided, however, that the Board shall have no discretion with respect to
the selection of directors to receive options, the number of Shares subject to
any such options (other than as specifically set forth in section 5(b)-(c)), the
purchase price thereunder or the timing of grants of options under the
Plan.  The determinations of the Board in the administration of the
Plan, as described herein, shall be final and conclusive.  The
Secretary of the Company shall be authorized to implement the Plan in accordance
with its terms and to take such actions of a ministerial nature as shall be
necessary to effectuate the intent and purposes thereof.  The
validity, construction and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with the laws of the
State of Delaware.

    


    3.           Eligibility

    


    The class of individuals eligible to
receive grants of options under the Plan shall be the "Eligible
Directors".  For purposes of this Plan, an "Eligible Director" shall
be a member of the Board who is not an employee of the Company, Saunders Karp
& Megrue, L.P., or any affiliate of either of them; provided, however, that
members of the Board who are employees and affiliates of Saunders Karp &
Megrue, L.P. shall become Eligible Directors for purposes of this Plan as of May
13, 2003, and any grants made hereunder with respect to the fiscal year ended
January 31, 2004 shall be pro-rated accordingly.  Any holder of an
option granted hereunder shall hereinafter be referred to as a
"Participant".

    


    4.           Shares
Subject to the Plan

    


    Subject to adjustment as provided in
Section 6, an aggregate of 150,000 Shares shall be available for issuance under
the Plan.  The Shares deliverable upon the exercise of options may be
made available from authorized but unissued Shares or treasury
Shares.  If any option granted under the Plan shall terminate for any
reason without having been exercised, the Shares subject to, but not delivered
under, such option shall be available for issuance under the Plan.

    


    5.           Grant,
Terms and Conditions of Options

    


    (a)  Subject to the
consummation of the initial public offering of the Company's Common Stock, each
Eligible Director on the Effective Date (as defined in Section 10) will be
granted on such date an option to purchase 5,000 Shares.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b) Each Eligible Director elected
following the Effective Date (as defined in Section 10) shall be granted an
option to purchase 10,000 Shares upon his initial election to the Board;
provided, however, that the Board may establish by resolution a lesser number of
Shares subject to Options to be granted upon initial election, but in no event
shall the Board have discretion to increase such number above
10,000.

    


    (c)  On the last day of each
fiscal year of the Company (each an "Applicable Fiscal Year")(beginning with the
fiscal year commencing on a date following the Effective Date), each Eligible
Director who was initially elected to the Board before such date shall be
granted an option pursuant to subsection (i) or (ii) of this Section 5(c), as
the case may be:

    


    (i)  Each Eligible Director
who was initially elected to the Board after the first day of such Applicable
Fiscal Year shall be granted an option.  The number of shares of
Common Stock covered be each such Option shall be 5,000 multiplied by a
fraction, the numerator of which shall be the number of calendar days that have
elapsed between the date of initial election of such Eligible Director and the
last day of such Applicable Fiscal Year but not to exceed 365, and the
denominator of which shall be 365; or

    


    (ii)  Each Eligible Director
who was initially elected to the Board on or before the first day of such
Applicable Fiscal Year shall be granted an option. The number of shares of
Common Stock covered by each such Option shall be 5,000; provided, however, that
the Board may establish by resolution a lesser number of Shares subject to
Options to be granted to Eligible Directors for each Applicable Fiscal Year, but
in no event shall the Board have discretion to increase such number above
5,000.

    


    (d)  The options granted will
be nonstatutory stock options not intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and shall have the
following terms and conditions:

    


    (i)  Price.  The
purchase price per Share deliverable upon the exercise of each option shall be
100% of the Fair Market Value per Share on the date the option is
granted.  For purposes of the Plan, Fair Market Value with respect to
the exercise price of options granted under Section 5(a) hereof shall be the
price at which Shares are sold to the public pursuant to the initial public
offering.  For all other purposes hereunder, unless otherwise
determined by the Board, Fair Market Value shall be the closing price of the
Shares for the date of determination or if there were no sales on such date, the
most recent prior date on which there were sales, as reported in the Wall Street
Journal, or if the Wall Street Journal does not report such closing price, such
closing price reported by a newspaper or trade journal selected by the
Board.  Repricing of options granted under this Article 5 after the
date of grant shall not be permitted.

    


    (ii)  Payment.  Options may
be exercised only upon payment of the purchase price thereof in
full.  Such payment shall be made in cash.

    


    (iii)  Exercisability and
Term of Options.  Options shall vest and become exercisable
immediately, and shall be exercisable until ten (10) years from the date of
grant.

    


    (iv)  Termination of Service
as Eligible Director.  Upon termination of a Participant's service as
a director of the Company for any reason, all outstanding options held by such
Eligible Director, to the extent then exercisable, shall be exercisable in whole
or in part for a period of ten (10) years from the date of grant, provided that
in no event shall the options be exercisable beyond the period provided for in
paragraph (iii) above.

    


    (v)   Nontransferability
of Options.  No option may be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by a Participant otherwise than by
will or the laws of descent and distribution, and during the lifetime of the
Participant to whom an option is granted it may be exercised only by the
Participant or by the Participant's guardian or legal representative.
Notwithstanding the foregoing, options may be transferred pursuant to
a   qualified domestic relations order.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (vi)  Option
Agreement.  Each option granted hereunder shall be evidenced by an
agreement with the Company which shall contain the terms and provisions set
forth herein and shall otherwise be consistent with the provisions of the
Plan.

    


    6.           Adjustment
of and Changes in Shares

    


    In the event of a stock split, stock
dividend, extraordinary cash dividend, subdivision or combination of the Shares
or other change in corporate structure affecting the Shares, the number of
Shares authorized by the Plan shall be increased or decreased proportionately,
as the case may be, and the number of Shares subject to any outstanding option
shall be increased or decreased proportionately, as the case may be, with
appropriate corresponding adjustment in the purchase price per Share
thereunder.  However, in such event, no change shall be made to the
maximum formula amounts set forth in Section 5.

    


    7.           No
Rights of Shareholders

    


    Neither a Participant nor a
Participant's legal representative shall be, or have any of the rights and
privileges of, a shareholder of the Company in respect of any Shares purchasable
upon the exercise of any option, in whole or in part, unless and until
certificates for such Shares shall have been issued.

    


    8.           Plan
Amendments

    


    The Plan may be amended by the Board as
it shall deem advisable or to conform to any change in any law or regulation
applicable thereto; provided, that the Board may not, without the authorization
and approval of shareholders of the Company:  (i) increase the number
of Shares which may be purchased pursuant to options hereunder, either
individually or in the aggregate, except as permitted by Section 6, (ii) change
the requirement of Section 5(b) that option grants be priced at Fair Market
Value, except as permitted by Section 6, or (iii) modify in any respect the
class of individuals who constitute Eligible Directors.

    


    9.           Listing
and Registration.

    


    Each Share shall be subject to the
requirement that if at any time the Board shall determine, in its discretion,
that the listing, registration or qualification of the Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Shares, no such Share
may be disposed of unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any condition not
acceptable to the Board.

    


    10.           Effective
Date and Duration of Plan

    


    The Plan shall become effective on the
closing of the initial public offering of the Company's Common Stock (the
"Effective Date"), subject to the consummation of such offering.  In
the event such public offering is not consummated, all options previously
granted hereunder shall be canceled and all rights of Eligible Directors with
respect to such options shall thereupon cease.  The Plan shall
terminate the day following the tenth Annual Shareholders Meeting at which
Directors are elected succeeding such initial public offering, unless the Plan
is extended or terminated at an earlier date by Shareholders or is terminated by
exhaustion of the Shares available for issuance hereunder.

    


    


    End
of Exhibit 10.1