Salaried Employees' Stock Option and Stock award plan.



EXHIBIT 10.28 
 
THE SPORTS AUTHORITY, INC. 
SALARIED EMPLOYEES’ STOCK OPTION AND STOCK AWARD PLAN 
 
1. Purpose. The Sports Authority, Inc. Salaried Employees’ Stock Option and Stock Award Plan (the “Plan”) is
intended to be a broadly-based plan designed to attract, retain and reward full-time salaried employees of the Company and its “Subsidiaries” (business entities which have a majority of their equity interests owned directly or indirectly
by the Company), other than “executive officers,” as defined in Securities Exchange Act Rule 3b-7 or “officers,” as defined in Securities Exchange Act Rule 16a-1(f) (“Executive Officers”). The Plan is intended to
increase the proprietary interest in the Company of such persons by providing further opportunity for ownership of the Company’s common shares, $.01 par value (the “Shares”) and to increase the incentives to such persons to contribute
to the success of the Company’s business. 
 
2. Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors (the “Board”) consisting of not less than two directors of the Company appointed by the Board (the
“Committee”). Members of the Committee shall be appointed by and serve at the pleasure of the Board. 
 
The Committee shall have sole discretion and authority to construe and interpret the Plan, to make factual determinations and to establish
and amend rules for the administration of the Plan. The Committee shall have no obligation to treat persons uniformly, except to the extent otherwise specifically provided in the Plan. All actions which may be taken by the Committee under the Plan
may be taken by the Board. All actions by the Committee or the Board may be taken in its sole discretion and shall be conclusive and binding on all parties. 
 
3. Grants Under the Plan; Shares Reserved. Grants under the Plan may consist of grants of nonqualified stock options
(“Options”) or restricted or unrestricted stock awards (“Stock Awards”). All Options and Stock Awards shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan
as the Committee deems appropriate and as are specified in writing by the Committee to the individual in (i) a Stock Option Agreement for the grant of an Option or (ii) a Stock Award Agreement for the grant of Stock Awards (or an amendment to either
of the foregoing). The Committee shall approve the form and provisions of each Stock Option Agreement and Stock Award Agreement. 
 
The number of Shares reserved for issuance pursuant to Options and Stock Awards under the Plan shall be 1,600,000 Shares, subject to
adjustment as described in Section 9 below. In no event may more than 500,000 Shares be used for grants of Stock Awards, subject to adjustment as described in Section 9 below. The maximum aggregate number of Shares that shall be subject to grants
made under the Plan to any individual during any calendar year shall be 250,000 Shares, subject to adjustment as described in Section 9 below. Shares to be issued under the Plan may be either authorized and unissued Shares or issued Shares which
shall have been reacquired by the Company. In 







the event that any outstanding Options or Stock Awards expires or is cancelled, surrendered or terminated
for any reason, the Shares allocable to the unexercised portion of such Options or the unvested portion of such Stock Awards may again be subjected to a grant or be issued under the Plan. 
 
4. Grant of Options. 
 
(a) General Powers of Committee; Employees Eligible for Grants. The Committee may grant Options to
full-time salaried employees of the Company or its Subsidiaries (“Employees”), other than Employees who are Executive Officers (Employees who receive Options are referred to as “Optionees”). 
 
The Committee shall have sole discretion, in accordance with
the provisions of the Plan, to determine to whom an Option is granted, the number of Shares covered by the Option and the terms and conditions of the Option, and shall have the authority to accelerate the vesting or exercisability of any Option. In
making such determinations, the Committee may consider the position and responsibilities of the Optionee, the nature and value to the Company of his or her services and accomplishments, his or her present and potential contribution to the success of
the Company, and such other factors as the Committee may deem relevant, but shall not be required to treat Optionees uniformly. 
 
(b) Options In Lieu of Bonuses. Pursuant to its powers under Section 4(a), and without limiting the foregoing, the Committee may
grant Options to Employees wholly or partially in lieu of bonuses otherwise payable under any annual bonus plan of the Company. The Committee shall have sole discretion to determine the method of valuing such Options and bonuses for this purpose,
and shall be entitled to grant Options of equal, greater or lesser value, as so determined, than the bonuses that such Options replace. The Committee shall have sole discretion to vary such valuation methods among individual Optionees and from one
grant to the next. 
 
(c) General
Provisions. All Options granted under the Plan shall be subject to and governed by the provisions of the Plan, including the terms and conditions set forth in this Section 4 and Section 5 hereof and by such other terms and conditions, not
inconsistent with the Plan, as shall be determined by the Committee. The date on which an Option shall be granted shall be the date that the Optionee, the number of Shares optioned and the terms and conditions of the Option are determined by the
Committee, or as otherwise specified by the Committee. Each Option shall be evidenced by a Stock Option Agreement in such form as the Committee may from time to time approve. 
 
5. Terms and Conditions of Options. 
 
(a) Option Price. The purchase price of each Option granted under the Plan shall be determined by the
Committee and shall not be less than the Fair Market Value (as defined below) of a Share on the date of grant of such Option. Fair Market Value of a Share for purposes of the Plan shall be deemed to be the closing price on the 







New York Stock Exchange Composite Transactions Tape (or its equivalent as determined by the Committee, if
the Shares are not traded on the New York Stock Exchange) of a Share for the relevant valuation date or, if Shares are not traded on that date, the trading day immediately prior to the relevant valuation date. 
 
(b) Period of Option, Vesting and When Exercisable.

 
(i) The Committee shall establish the term of
each Option, which shall not exceed ten years from the date of grant. An Option granted under the Plan may not be exercised after its term or the applicable time limit specified in Section 5(b)(iii). Any Option not exercised within the
aforementioned time period shall automatically terminate at the expiration of such period. 
 
(ii) The time or times during which Options may become nonforfeitable (“vest”) or become exercisable, and any conditions pertaining to the vesting or exercisability thereof, shall be
determined by the Committee and specified in the Stock Option Agreement. The Committee may grant Options that permit the Optionee to exercise the Options before they vest and receive restricted Shares that will vest over the remainder of the
Option’s vesting period. Notwithstanding the foregoing, vesting and exercisability shall be accelerated if termination of the employment of the Optionee results from death or total and permanent disability, if termination of the employment of
the Optionee occurs at or after age 65 and the Optionee has ten or more years of full-time service with the Company or a Subsidiary, or if and to the extent that the Committee may so determine in its sole discretion. 
 
(iii) An Option may be exercised by an Optionee only while
such Optionee is in the employ of, or providing services to, the Company or a Subsidiary or within three months thereafter, or within such longer period as the Committee may establish in its sole discretion, and only if any limitation upon the
vesting of and the right to exercise such option under Section 5(b)(ii) has been removed or has expired prior to termination of employment and exercise is not otherwise precluded hereunder; provided that (i) if at the date of termination of
employment, the optionee has ten or more years of full-time service with the Company or a Subsidiary or if termination of employment results from death or total and permanent disability, such three month period shall be extended to three years, and
(ii) for then-vested options granted in lieu of bonuses, such three month period shall be extended to three months after the date such options were scheduled to first become exercisable. Employment or service with a Subsidiary shall be deemed
terminated on the date a former Subsidiary ceases to be a Subsidiary of the Company. 
 
(iv) In the event of the disability of an Optionee, an Option which is otherwise exercisable may be exercised as provided in the Stock Option Agreement by the Optionee’s legal representative or
guardian. In the event of the death of an Optionee, either before or after termination of employment, an Option which is otherwise exercisable may be exercised as provided in the Stock Option Agreement by the person or persons whom the Optionee
shall have designated in writing on forms prescribed by 







 
and filed with the Committee
(“Beneficiaries”), or, if no such designation has been made, by the person or persons to whom the Optionee’s rights shall have passed by will or the laws of descent and distribution (“Successor(s)”). The Committee may
require an indemnity and or such evidence or other assurances as it may deem necessary in connection with an exercise by a legal representative, guardian, Beneficiary or Successor. 
 
(c) Exercise and Payment. 
 
(i) Subject to the provisions of Section 5(b), an Option may be exercised by notice (in the form prescribed
by the Committee) to the Company specifying the number of Shares to be purchased. Payment for the number of Shares purchased upon the exercise of an Option shall be made in full at the price provided for in the applicable Stock Option Agreement.
Such purchase price shall be paid (x) by the delivery to the Company of cash (including check or similar draft) in United States dollars or whole Shares (subject to any restrictions the Committee may impose), or a combination thereof; (y) by payment
through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (z) by such other method as the Committee approves. Shares used in payment of the purchase price shall be valued at their Fair Market Value as
of the date notice of exercise is received by the Company. Any Shares delivered to the Company shall be in such form as is acceptable to the Company and shall have been held by the Optionee for the requisite period to avoid adverse accounting
consequences to the Company with respect to the Option. 
 
(ii) The Company may defer making delivery of Shares under the Plan until satisfactory arrangements have been made for the payment of any tax attributable to exercise of the Option. The Committee may, in its sole discretion, permit
an Optionee to elect, in such form and at such time as the Committee may prescribe, to pay all or a portion of all taxes arising in connection with the exercise of an Option by electing to (y) have the Company withhold whole Shares, or (z) deliver
other whole Shares previously owned by the Optionee having a Fair Market Value not greater than the amount to be withheld; provided that the Fair Market Value of any Shares to be withheld shall not exceed the Optionee’s minimum applicable
withholding tax rate for federal (including FICA), state and local tax liabilities associated with the transaction. 
 
(d) Termination of Option by Optionee. An Optionee may at any time elect, in a written notice filed with the Committee, to
terminate an Option with respect to any number of shares as to which such Option shall not have been exercised. 
 
(e) Nontransferability. No Option or any rights with respect thereto shall be subject to any debts or liabilities of an Optionee,
nor be assignable or transferable except by will or the laws of descent and distribution or as described in subsection (b)(iv) above; provided that, if and to the extent permitted by the Committee, Options and related rights may be transferred
during the Optionee’s lifetime to one or more of the Optionee’s family members or trusts or other entities established for the benefit of family members, and such transferees may exercise rights thereunder in accordance with the terms
hereof. 







 
(f) Rights
as a Stockholder. An Optionee shall have no rights as a record holder with respect to Shares covered by his or her Option until the date of issuance to him or her of a certificate evidencing such Shares after the exercise of such Option and
payment in full of the purchase price. No adjustment will be made for cash dividends for which the record date is prior to the date such certificate is issued. 
 
6. Grant of Stock Awards 
 
(a) General Powers of Committee. The Committee may grant Stock Awards, consisting of restricted or unrestricted Shares, to an
Employee (“Grantee”) of the Company or its Subsidiaries upon such terms as the Committee deems appropriate. The Committee shall have sole discretion, in accordance with the provisions of the Plan, to determine to whom Stock Awards are
granted, the number of Shares subject to the Stock Awards, the nature and duration of any restrictions, and the terms and conditions of each grant. In making such determinations, the Committee may consider the position and responsibilities of the
Employee, the nature and value to the Company of his or her services and accomplishments, his or her present and potential contribution to the success of the Company, and such other factors as the Committee may deem relevant, but shall not be
required to treat eligible persons uniformly. 
 
(b) General Provisions. Stock Awards granted under the Plan shall be subject to and governed by the provisions of the Plan and by the terms and conditions set forth in this Section 6 and by such other terms and conditions, not
inconsistent with the Plan, as shall be determined by the Committee. The date on which Stock Awards shall be granted shall be the date that the Grantee, the number of Shares granted and the terms and conditions of the grant are determined by the
Committee, or as otherwise specified by the Committee. Each grant of Stock Awards shall be evidenced by a Stock Award Agreement in such form as the Committee may from time to time approve. 
 
(c) Restrictions; Restricted Period. 
 
(i) The Committee shall determine for each grant of Stock Awards the period, if any, during which
transferability shall be restricted and any conditions which must be met during or at the expiration of such period in order for the grant to become vested (the “Restricted Period”). If any condition contained in a grant of Stock Awards is
not met within the period of time it is required to be met, the grant shall be forfeited. Stock Awards may be granted with or without vesting restrictions, as the Committee determines. 
 
(ii) The conditions which must be met for a grant of Stock Awards to become vested may include performance
goals of whatever type or nature as the Committee may determine, to be met by the Grantee, the Grantee’s business unit, the Company and its Subsidiaries as a whole, or any combination of the foregoing. Any such performance goal may be waived in
whole or in part at any time by the Committee, in its sole discretion. 







 
(iii) Except
as otherwise determined by the Committee in the Stock Award Agreement, the conditions which must be met for a grant of Stock Awards to become vested shall include the Grantee’s continued employment by the Company or its Subsidiaries during the
Restricted Period. This condition shall be deemed satisfied and the Restricted Period shall be deemed completed (subject to the satisfaction or waiver by the Committee of any performance goals described in subsection (ii) above) if termination of
employment of the grantee results from death or total and permanent disability, if termination of employment of the grantee occurs at or after age 65 and the grantee has ten or more years of full-time service with the Company or a Subsidiary, or if
and to the extent that the Committee may determine in its sole discretion. 
 
(iv) The Committee may allow Grantees to defer the payment of Stock Awards and may provide for the payment of dividend equivalents with respect to deferred Shares. 
 
(d) Manner of Holding and Delivering Certificates for Stock
Awards. Each certificate issued for Stock Awards shall be registered in the name of the Grantee and deposited with the Company or its designee in an escrow account, accompanied by a stock power executed in blank by the Grantee covering the Stock
Awards. At the end of the Restricted Period, certificates representing the number of Shares to which the Grantee is then entitled shall be released from escrow and delivered to the Grantee free and clear of all restrictions. As an alternative, the
Committee may establish appropriate procedures with respect to non-certificated Shares. The Company may defer delivering Shares until satisfactory arrangements have been made for the payment of any tax attributable to the grant or vesting of such
Shares. The Committee may, in its sole discretion, permit a Grantee to elect, in such form and at such time as the Committee may prescribe, to pay all or a portion of all taxes arising in connection with a Stock Award by electing to have the Company
withhold whole Shares, provided that the amount to be withheld shall not exceed the Grantee’s minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities associated with the transaction. 
 
(e) Nontransferability. No restricted Stock Awards
granted or held under the Plan shall be subject to any debts or liabilities of a Grantee, nor be assignable or transferable except by will or the laws of descent and distribution. 
 
(f) Rights as a Stockholder. Except for the restrictions and limitations described in the Plan, a
Grantee holding Stock Awards shall have all of the rights of a record holder of the Shares, including the right to receive dividends paid on those Shares and the right to vote them at meetings of shareholders of the Company. 
 
7. Limitations on Rights of Optionees and Grantees.

 
(a) Employment. No provision of the Plan,
nor any term or condition of any grant of an Option or Stock Awards, nor any action taken by the Committee, the Company or a Subsidiary pursuant to the Plan, shall give or be construed as giving an 







 
Optionee or Grantee any right
to be retained in the employ of the Company or any Subsidiary, or affect or limit in any way the right of the Company or any Subsidiary to terminate such employment by any Optionee or Grantee. 
 
(b) Conditions. Notwithstanding anything contained
herein to the contrary, all rights with respect to all Options and Stock Awards are subject to the conditions that the Optionee or Grantee not engage or have engaged in fraud, embezzlement, defalcation, gross negligence in the performance or
nonperformance of the Optionee’s or Grantee’s duties (other than as a result of total and permanent disability) or material failure or refusal to perform the Optionee’s or Grantee’s duties at any time while in the employ of the
Company or a Subsidiary, and all rights with respect to all Options and Stock Awards are subject to the conditions that the Optionee or Grantee not engage or have engaged in activity directly or indirectly in competition with any business of the
Company or a Subsidiary, or in other conduct inimical to the best interests of the Company or a Subsidiary, during the employment of the Optionee or Grantee or following the Optionee’s or Grantee’s termination of employment. If it is
determined by the Committee that there has been a failure of any such condition, all Options, and all rights with respect to all Options granted to such Optionee, and all rights with respect to Stock Awards which shall not have then vested shall
immediately terminate and be null and void. If a restriction in this Section 7(b) is determined to be overbroad or unenforceable in any respect, such restriction may be modified or narrowed, either by a court or by the Committee, so as to preserve
and protect the legitimate interests of the Company and its Subsidiaries, and without negating or impairing any other restrictions or agreements set forth herein. The provisions of this Section 7(b) shall inure to the benefit of any successor of the
Company or a Subsidiary by merger or otherwise. 
 
8. Change in Control. 
 
(a)
As herein used a Change in Control shall be deemed to have occurred if: 
 
(i) the “beneficial ownership” (as defined in Rule l3d-3 under the Exchange Act) of securities representing more than 20% of the combined voting power of the Company is acquired by any “person” as defined
in section 13(d) or section 14(d) of the Exchange Act (other than the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), or 
 
(ii) the shareholders of the Company approve a definitive agreement to merge or consolidate the Company with
or into another corporation or to sell or otherwise dispose of all or substantially all of its assets, or adopt a plan of liquidation, or 
 
(iii) during any period of three consecutive years, individuals who at the beginning of such period were members of the Board cease for
any reason to constitute at least a majority thereof (unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least a majority of the directors then still in office
who were directors at the beginning of such period). 







 
(b) Notice
and Acceleration. Upon a Change in Control, (i) the Company shall provide each Optionee and Grantee with outstanding Options and Stock Awards written notice of such Change in Control, (ii) all outstanding Options shall automatically accelerate
and become fully exercisable and (iii) the restrictions and conditions on all outstanding Stock Awards shall immediately lapse. 
 
(c) Assumption of Options. Upon a Change in Control where the Company is not the surviving corporation (or survives only as a
subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options that are not exercised shall be assumed by, or replaced with comparable options by, the surviving corporation. 
 
(d) Other Alternatives. Notwithstanding the foregoing,
in the event of a Change in Control, the Committee may take one or both of the following actions: the Committee may (i) require that Optionees surrender their outstanding Options in exchange for a payment by the Company, in cash or Shares as
determined by the Committee, in an amount equal to the amount by which the then Fair Market Value of the Shares subject to the Optionee’s unexercised Options exceeds the exercise price of the Options, or (ii) after giving Optionees an
opportunity to exercise their outstanding Options, terminate any or all unexercised Options at such time as the Committee deems appropriate. Such surrender or termination shall take place as of the date of the Change in Control or such other date as
the Committee may specify. 
 
9.
Adjustments. If there is any change in the number or class of Shares through the declaration of Share dividends, or recapitalization, or combinations or exchanges of such Shares or similar corporate transactions, or if the Committee otherwise
determines that, as a result of a corporate transaction involving a change in the Company’s capitalization, it is appropriate to effect the adjustments described in this Section, the aggregate number or class of Shares with respect to which
Options or Stock Awards may be granted or which may be issued under the Plan, the per-person limits on grants, the number or class of Shares covered by each outstanding Option and Stock Award grant, and the price per Share of each Option, shall all
be appropriately adjusted by the Committee; provided that any fractional Shares resulting from such adjustment shall be eliminated. If a new Option is substituted for the Option granted hereunder, or an assumption of an Option granted hereunder is
made, by reason of a corporate merger, consolidation, acquisition of property or stock, split-up, reorganization or liquidation, the new or assumed Option shall pertain to and apply to the securities to which a holder of the number of Shares subject
to the Option would have been entitled. 
 
10.
Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to Options and Stock Awards granted under the Plan will be used for general corporate purposes. 
 
11. Effective Date and Term of Plan. The Plan shall
become effective on February 1, 2001. The term during which Options and Stock Awards may be granted 







 
under the Plan shall expire on
March 28, 2006. The term of Options granted and Stock Awards made prior thereto, however, may extend beyond such date and the provisions of the Plan shall continue to apply thereto. 
 
12. Amendments. The Board may from time to time alter, amend, suspend or discontinue the Plan;
provided that stockholder approval shall be required for any amendment that requires stockholder approval in order for any applicable stock exchange requirements to be met. The Plan, each Option under the Plan and the grant and exercise thereof,
each grant of Stock Awards under the Plan, and the obligation of the Company to sell and issue Shares under the Plan shall be subject to all applicable laws, rules, regulations and governmental, stock exchange and stockholder approvals, and the
Committee may make such amendment or modification thereto as it shall deem necessary to comply with any such laws, rules and regulations or to obtain any such approvals. 
 
13. Severability. If any provision of the Plan, any term or condition of any Option or Stock Awards
granted or form executed or to be executed thereunder or any application thereof to any person or circumstance is invalid, such provision, term, condition or application shall to that extent be void (or, in the sole discretion of the Committee, such
provision, term or condition may be amended so as to avoid such invalidity), and shall not affect other provisions, terms or conditions or applications thereof, and to this extent such provision, term or condition is severable. 
 
14. Grants in Connection with Corporate Transactions and
Otherwise. Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or
assets of any corporation, firm or association, including grants to employees thereof who become Employees of the Company, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make other grants
outside of this Plan. Without limiting the foregoing, the Committee may make a grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or
liquidation involving the Company or any of its subsidiaries in substitution for a stock option or stock award grant made by such corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required by the
Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute grants. 
 
15. Governing Law. The Plan shall be applied and construed in accordance with and governed by the laws of the State of Delaware,
without regard to the conflict of laws principles thereof, and applicable Federal law. 
 

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