ex10_3.htm


    Exhibit
10.3

    


    HIBBETT
SPORTS, INC.

    STANDARD
NON-QUALIFIED OPTION AGREEMENT

    


    NOTE: 
This document incorporates the accompanying Grant Letter, and together they
constitute a single Agreement which governs the terms and conditions of your
Option in accordance with the Company’s Amended 2005 Equity Incentive
Plan.

    


    THIS
AGREEMENT (“Agreement”), is effective as of the Grant Date specified in the
accompanying Grant Letter, by and between the Participant and Hibbett Sports,
Inc. (“Company”).

    


    A.           The
Company maintains the Amended  2005 Equity Incentive Plan (“EIP” or
“Plan”).

    


    B.           The
Participant has been selected by the committee administering the EIP to receive
a Non-Qualified Stock Option Award.

    


    C.           Key
terms and important conditions of the Award are set forth in the cover letter
(“Grant Letter”) which was delivered to the Participant at the same time as this
document.  This Agreement contains general provisions relating to the
Award.

    


    IT IS
AGREED, by and between the Company and the Participant, as follows:

    


    1.           Terms of Award. The
following terms used in this Agreement shall have the meanings set forth in this
paragraph 1:

    


    (a)           The
“Participant” is the individual named in the Grant Letter.

    (b)           The
“Grant Date” is the date of the Grant Letter.

    (c)           The
“Covered Shares” is that number of shares of the Company’s Stock specified in
the Grant Letter.

    (d)           The
“Exercise Price” is the price per common share set forth in the Grant
Letter.

    


    Other
terms used in this Agreement are defined pursuant to paragraph 8 or elsewhere in
this Agreement.

    


    2.           Award and Exercise
Price. This Agreement specifies the terms of the option (the “Option”)
granted to the Participant to purchase the number of Covered Shares at the
Exercise Price per share. The
Option is not an "incentive stock option" as that term is used in Code section
422.

    


    3.           Date of Exercise.
Subject to the limitations of this Agreement, the Option shall be exercisable in
several installments according to the schedule set forth on the Grant
Letter.  An installment shall not become exercisable on the otherwise
applicable vesting date if the Participant’s Date of Termination occurs on or
before such vesting date. Notwithstanding the foregoing provisions, however, the
Option shall accelerate and become exercisable with respect to all of the
Covered Shares (to the extent it is not then otherwise exercisable) in the
following situations:

    


    (a)           The
Option shall become fully exercisable upon the Participant’s Date of
Termination, if the Participant’s Date of Termination occurs by reason of the
Participant’s death, Disability or Retirement.

    


    (b)           The
Option shall become fully exercisable upon a Change in Control, if (i) the
Participant’s Date of Termination does not occur before the Change in Control
and (ii) the Committee determines to accelerate such
exercisability.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Option may be exercised on or after the Date of Termination only as to that
portion of the Covered Shares as to which it was exercisable immediately prior
to the Date of Termination, or as to which it became exercisable on the Date of
Termination in accordance with this paragraph 3.

    


    4.           Expiration. The
Option shall not be exercisable after the Company’s close of business on the
last business day prior to the Expiration Date. The “Expiration Date” shall be
earliest to occur of:

    


    (a)           the
eighth (8th) anniversary of the Grant Date;

    


    (b)           twelve
(12) months after such Date of Termination if the if the Participant is
terminated by the Company without Cause;

    


    (c)           the
90-day anniversary of such Date of Termination if the Participant’s termination
occurs for any reason other than any of
those described in paragraphs (b), (d), (e) or (f) of this Section
4;

    


    (d)           the
eighth (8th)
anniversary of the Grant Date if the Participant’s termination occurs on account
of death, disability, or upon retirement after attaining age 65 and completing 7
years of service;

    


    (e)           the
Date of Termination if the Participant’s is terminated for Cause;
or

    


    (f)           the
date on which the Committee determines the Participant materially violated (i)
the provisions of paragraph 10 below or (ii) any non-competition agreement which
the Participant may have entered into with the Company.

    


    5.           Method of Option
Exercise.

    


    (a)           Subject
to the terms of this Agreement and the Plan, the Option may be exercised in
whole or in part by filing a written notice with the Chief Financial Officer (or
such other party as the Company may designate) of the Company at its corporate
headquarters prior to the Company’s close of business on the last business day
that occurs prior to the Expiration Date. Such notice shall specify the number
of Covered Shares which the Participant elects to purchase, and shall be
accompanied by payment of the Exercise Price for such shares of Stock indicated
by the Participant’s election.

    


    (b)           Payment
shall be by cash or by check payable to the Company. Except as otherwise
provided by the Committee before the Option is exercised: (i) all or a portion
of the Exercise Price may be paid by the Participant by delivery of shares of
Stock that have been owned by the Participant for at least six (6) months and
are otherwise acceptable to the Committee having an aggregate Fair Market Value
(valued as of the date of exercise) that is equal to the amount of cash that
would otherwise be required; and (ii) the Participant may pay the Exercise Price
by authorizing a third party to sell shares of Stock (or a sufficient portion of
the shares) acquired upon exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire Exercise Price and any
tax withholding resulting from such exercise.

    


    (c)           The
Option shall not be exercisable if and to the extent the Company determines that
such exercise would violate applicable state or Federal securities laws or the
rules and regulations of any securities exchange on which the Stock is traded.
If the Company makes such a determination, it shall use all reasonable efforts
to obtain compliance with such laws, rules and regulations. In making any
determination hereunder, the Company may rely on the opinion of counsel for the
Company.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           Withholding. All
deliveries and distributions under this Agreement are subject to withholding of
all applicable taxes. The Company is entitled to (a) withhold and deduct from
future wages of the Participant (or from other amounts due to Participant) or
make other arrangements for the collection of all legally required amounts
necessary to satisfy such withholding or (b) require the Participant promptly to
remit such amounts to the Company.  Subject to such rules and
limitations as may be established by the Committee from time to time, the
withholding obligations described in this Section 6 may be satisfied through the
surrender of shares of Stock which the Participant already owns, or to which the
Participant is otherwise entitled under the Plan, including shares of Stock to
be settled under this Agreement.

    


    7.           Transferability. The
Option is not transferable and, during the Participant’s life, may be exercised
only by the Participant. Transfers at death are governed by paragraph 9(c)
below.

    


    8.           Definitions. For
purposes of this Agreement, the terms used in this Agreement shall be subject to
the following:

    


    (a)           Change
in Control. The term “Change in Control” shall mean (a) the sale, lease,
exchange or other transfer of all or substantially all of the assets of the
Company (in one transaction or in a series of related transactions) to a
corporation that is not controlled by the Company, (b) the approval by the
shareholders of the Company of any plan or proposal for the liquidation or
dissolution of the Company, (c) a successful tender offer for the Common Stock
of the Company, after which the tendering party holds more than 30% of the
issued and outstanding Common Stock of the Company, or (d) a merger,
consolidation, share exchange, or other transaction to which the Company is a
party pursuant to which the holders of all of the shares of the Company
outstanding prior to such transaction do not hold, directly or indirectly, at
least 70% of the outstanding shares of the surviving company after the
transaction.

    


    (b)           Date
of Termination. The Participant’s “Date of Termination” shall be the day
immediately prior to the first day on which the Participant is not employed by
the Company or any Subsidiary, regardless of the reason for the termination of
employment; provided that a termination of employment shall not be deemed to
occur by reason of a transfer of the Participant between the Company and a
Subsidiary or between two Subsidiaries; and further provided that the
Participant’s employment shall not be considered terminated while the
Participant is on a leave of absence approved by the Participant’s
employer.

    


    (c)           Disability.
Except as otherwise provided by the Committee, the Participant shall be
considered to have a “Disability” during the period in which the Participant is
unable, by reason of a medically determinable physical or mental impairment, to
engage in any substantial gainful activity, which condition, in the opinion of a
physician selected by the Committee, is expected to have a duration of not less
than 120 days.

    


    (d)           Cause.
Termination for “Cause” shall mean termination in connection with any of the
following: (a) the failure or continued refusal to discharge duties efficiently
or diligently; (b) any indictment for, conviction of, or plea of guilty or nolo
contendere to, any crime (whether or not a felony) involving dishonesty, fraud
or breach of trust, under any law to which the Participant may be subject; (c)
any knowing act which has resulted or is likely to result in material harm to
the business, reputation, employees or directors of the Company or its
Subsidiaries; (d) failure to cooperate in any company investigation; or (e) any
breach of any approved code of ethics or business conduct.

    


    (e)           Retirement.
“Retirement” of the Participant shall mean, with the approval of the Committee,
the occurrence of the Participant’s Date of Termination on or after the date the
Participant attains age sixty-five (65) years, following at least five (5) years
of service.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (f)           Plan
Definitions. Except where the context clearly implies or indicates the contrary,
a word, term, or phrase used in the Plan is similarly used in this
Agreement.

    


    9.           Binding Effect; Heirs and
Successors.

    


    (a)           The
terms and conditions of this Agreement shall be effective upon delivery to the
Participant, with or without execution by the Participant.

    


    (b)           This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
Company’s assets and business.

    


    (c)           If
any rights exercisable by the Participant or benefits deliverable to the
Participant under this Agreement have not been exercised or delivered,
respectively, at the time of the Participant’s death, such rights shall be
exercisable by the Designated Beneficiary, and such benefits shall be delivered
to the Designated Beneficiary, in accordance with the provisions of this
Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the
Committee in such form and at such time as the Committee shall require. If a
deceased Participant fails to designate a beneficiary, or if the Designated
Beneficiary does not survive the Participant, any rights that would have been
exercisable by the Participant and any benefits distributable to the Participant
shall be exercised by or distributed to the legal representative of the estate
of the Participant. If a deceased Participant designates a beneficiary and the
Designated Beneficiary survives the Participant but dies before the Designated
Beneficiary’s exercise of all rights under this Agreement or before the complete
distribution of benefits to the Designated Beneficiary under this Agreement,
then any rights that would have been exercisable by the Designated Beneficiary
shall be exercised by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated Beneficiary shall
be distributed to the legal representative of the estate of the Designated
Beneficiary.

    


    10.           Disclosure of
Information.  The Participant recognizes and acknowledges that
the Company’s trade secrets, confidential information, and proprietary
information, including customer and vendor lists and computer data and programs
(collectively “Confidential Information”), are valuable, special and unique
assets of the Company’s business, access to and knowledge of which are essential
to the performance of the Participant’s duties.  The Participant will
not, before or after his Date of Termination, in whole or in part, disclose such
Confidential Information to any person or entity or make such Confidential
Information public for any purpose whatsoever, nor shall the Participant make
use of such Confidential Information for the Participant’s own purposes or for
the benefit of any person or entity other than the Company under any
circumstances before or after the Participant’s Date of Termination; provided
that this prohibition shall not apply after the Participant’s Date of
Termination to Confidential Information that has become publicly known through
no action of the Participant.  The Participant shall consider and
treat as the Company’s property all memoranda, books, records, papers, letters,
computer data or programs, or customer lists, including any copies thereof in
human- or machine-readable form, in any way relating to the Company’s business
or affairs, financial or otherwise, whether created by the Participant or coming
into his or her possession, and shall deliver the same to the Company on the
Date of Termination or, on demand of the Company, at any earlier
time.

    


    11.           Administration. The
authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, and the Committee shall have all
powers with respect to this Agreement as it has with respect to the Plan. Any
interpretation of the Agreement by the Committee and any decision made by it
with respect to the Agreement is final and binding on all
persons.  Such powers or decision-making may be delegated, to the
extent permitted by the Plan, to one or more of Committee members or any other
person or persons selected by the Committee.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12.           Plan Governs.
Notwithstanding anything in this Agreement to the contrary, the terms of this
Agreement shall wholly incorporate and be subject to the terms of the Plan, a
copy of which may be obtained from the Chief Financial Officer of the Company
(or such other party as the Company may designate); and this Agreement is
subject to all interpretations, amendments, rules and regulations promulgated by
the Committee from time to time pursuant to the Plan.

    


    13.           No Implied
Rights.

    


    (a)  The
Option will not confer on the Participant any right with respect to continuance
of employment or other service with the Company or any Subsidiary, nor will it
interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate or modify the terms of such Participant’s employment
or other service at any time.

    


    (b)  The
Participant shall not have any rights of a shareholder with respect to the
shares subject to the Option, until a stock certificate has been duly issued
following exercise of the Option as provided herein.

    


    14.           Notices. Any written
notices provided for in this Agreement or the Plan shall be in writing and shall
be deemed sufficiently given if either hand delivered or if sent by fax or
overnight courier, or by postage paid first class mail. Notices sent by mail
shall be deemed received three business days after mailing but in no event later
than the date of actual receipt. Notices shall be directed, if to the
Participant, at the Participant’s address indicated by the Company’s records, or
if to the Company, at the Company’s principal executive office.

    


    15.           Fractional Shares. In
lieu of issuing a fraction of a share upon any exercise of the Option, resulting
from an adjustment of the Option pursuant to Section 4.2(f) of the Plan or
otherwise, the Company will be entitled to pay to the Participant an amount
equal to the fair market value of such fractional share.

    


    16.           Amendment. This
Agreement may be amended by written agreement of the Participant and the
Company, without the consent of any other person.

    


    17.           Governing Law;
Jurisdiction.  This Agreement shall be governed by the law of
the State of Alabama without giving effect to the choice-of-law provisions
thereof.  The Circuit Court of the City of Birmingham and the United
States District Court, Northern District of Alabama, Birmingham Division shall
be the exclusive courts of jurisdiction and venue for any litigation, special
proceeding or other proceeding as between the parties that may be brought, or
arise out of, in connection with, or by reason of this Agreement.  The
parties hereby consent to the jurisdiction of such courts.

    


    


    


    


    End
of Exhibit 10.3