Exhibit 10.2

 

RESTRICTED STOCK AWARD AGREEMENT
 Granted Under the
 DICK’S SPORTING GOODS, INC.

2012 STOCK AND INCENTIVE PLAN

 

Unless otherwise defined herein, each capitalized term used in this Restricted Stock Award Agreement (this “Agreement”) shall have the meaning given such term in the Dick’s Sporting Goods, Inc. 2012 Stock and Incentive Plan, as amended (the “Plan”), an electronic copy of which can be found on Dick’s Sporting Goods’ equity administrator’s website (the “Benefit Access System”).

 

Grantee’s Name: <FIRST_NAME><LAST_NAME>

 

The undersigned Grantee has been granted a Restricted Stock Award, subject to the terms and conditions of the Plan and this Agreement, as follows:

 

	
Date   of Grant:
    	
 
    	
<GRANT_DATE>
    
	
 
    	
 
    	
 
    
	
Number   of Shares of Common Stock (the “Shares”) Granted: 
    	
 
    	
<TOTAL_SHARES_GRANTED>
    
	
 
    	
 
    	
 
    
	
Type   of Shares:
    	
 
    	
Common   Stock, par value $0.01 per share
    
	
 
    	
 
    	
 
    
	
Restrictions:
    	
 
    	
Grantee   shall have all of the rights and privileges of a stockholder of the Company   with regard to the Shares, except that the following restrictions shall   apply:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a) The   Shares may not be sold, assigned, pledged, exchanged, hypothecated, gifted or   otherwise transferred, encumbered or disposed of to the extent then subject   to these Restrictions. Grantee represents and warrants to Company that he/she   shall not sell, assign, pledge, exchange, hypothecate, gift or otherwise   transfer, encumber or dispose of the Shares, or subject the Shares to any   adverse right, in violation of applicable securities laws or the provisions   of this Agreement. The Company may refuse to register the transfer of the   Shares on the stock transfer records of the Company if such transfer   constitutes a violation of any applicable securities law or this Agreement,   and the Company may give related instructions to its transfer agent, if any,   to stop registration of the transfer of the Shares.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b) Any   cash or in-kind dividends paid or distributed with respect to shares of the   Company’s Common Stock (“Dividends”) shall not be immediately payable   by the Company with respect to the Shares, and any such Dividends shall be   paid to Grantee, without interest, only when, and if, the related Shares   shall become vested in accordance with this Agreement and the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c) If   all or any portion of the Shares are forfeited under this Agreement, Grantee   shall take all necessary actions to transfer the forfeited Shares to the   Company, including, but not limited to, endorsing in blank or duly endorsing   a stock power attached to any certificate representing forfeited Shares   transferred, all in form suitable for the transfer of such forfeited Shares   to the Company.  Further, any and all   Dividends not paid or distributed with respect to such unvested Shares as   provided for herein shall also be forfeited to the Company and will not be   paid or distributed to Grantee.    Grantee agrees to take any and all actions that may be necessary in   connection with the forfeiture of Dividends.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d) If   all or any portion of the Shares and Dividends are forfeited under this   Agreement, all rights of a stockholder with respect to such Shares, including   the right to vote and receive future dividends with respect thereto, shall   cease immediately on the date of the forfeiture.
    


 

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(e) These   Restrictions shall be binding upon, and enforceable against, any transferee   of the Shares.
    
	
 
    	
 
    	
 
    
	
Delivery   of Shares:
    	
 
    	
On   the Grant Date of this Award, the Company shall issue the Shares, in either   certificated or book entry form, in Grantee’s name effective as of the Grant   Date, provided that the Company shall retain control of such Shares until the   Shares have become vested in accordance with this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In   the event that any Shares are certificated, then any certificates representing   the Shares shall bear such legend or legends as the Company deems appropriate   in order to assure compliance with this Agreement, the Plan and applicable   securities laws. During the period of time when the Shares are subject to the   Restrictions, all certificates representing Shares shall be endorsed with the   following legend (in addition to any other legend required by applicable   securities laws or any agreement by which the Company is bound):
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THE   SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE   IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE RESTRICTED STOCK AWARD   AGREEMENT UNDER THE COMPANY’S 2012 STOCK AND INCENTIVE PLAN BETWEEN THE   REGISTERED OWNER AND THE COMPANY. A COPY OF THE PLAN AND THE RESTRICTED STOCK   AWARD AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY.
    
	
 
    	
 
    	
 
    
	
Vesting   Schedule:
    	
 
    	
So   long as Grantee maintains his/her status as an Employee, Non-Employee   Director or Consultant (as the case may be), the Restrictions shall lapse and   the Shares shall be vested, and any Dividends with respect to such Shares   shall be paid or distributed, in accordance with the following schedule:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
<VEST_TYPE_PERIOD1>
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon   the vesting of the Shares without a forfeiture of the applicable Shares, and   upon the satisfaction of all other applicable conditions as to such Shares   including, but not limited to, the payment by Grantee of all applicable   income, employment and withholding taxes, if any, the Company shall deliver   or cause to be delivered to Grantee shares of Common Stock, which may be in   the form of a certificate(s) equal in number to the applicable Shares,   which shall not be subject to the Restrictions set forth above. Any Dividend   payment, less applicable taxes, will be included in Grantee’s paycheck as   soon as administratively possible upon the vesting of the Shares.
    
	
 
    	
 
    	
 
    
	
Termination   of Employment:  
    	
 
    	
Pursuant   to the Administrator’s authority under Section 9(e) of the Plan,   upon termination of Grantee’s Continuous Status as an Employee, or status as   a Non-Employee Director or Consultant (as the case may be), this Award shall   be treated as follows:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·     If the Termination shall   occur by reason of Grantee’s death or total and permanent disability (as   defined in Section 22(e)(3) of the Code), 100% of the Award shall   immediately vest to the extent not previously vested, and all Dividends not   paid or distributed on the unvested Shares shall be paid or distributed in   accordance with the terms and conditions of this Agreement and the Plan;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·   If the Termination shall   occur by any reason other than Grantee’s death or total permanent disability,   any portion of the Award that has not vested and any Dividends not paid or   distributed with respect to such portion of the Award shall, unless otherwise   specified by the Committee, be automatically forfeited.
    
	
 
    	
 
    	
 
    
	
Taxes,   Withholding and Section 83(b) Election:  
    	
 
    	
Grantee   shall be solely responsible for any taxes payable on the receipt or transfer   or vesting of the Shares.  Grantee   shall promptly pay to the Company, or make arrangements satisfactory to the   Company regarding payment of any federal, state or local taxes of any kind   required by law to be withheld with respect to the receipt of the Shares   (including in 
    


 

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cases   where he or she has made an Election, as discussed below.

 

The   Company shall have the authority to require Grantee to remit to the Company,   prior to issuance or delivery of any Shares or the removal of any stop order   or transfer restrictions on the Shares or any restrictive legends on the   certificates representing the Shares, an amount sufficient to satisfy   federal, state and local income, employment and tax withholding requirements   associated with this Award.    Additionally, the Company, in its sole discretion, shall have the   right to withhold from Grantee Shares with a Fair Market Value equal to the   federal, state and local tax withholding requirements associated with this   Award.  Any withholding from Shares   will be limited to an amount equal to the Company’s minimum statutory   withholding requirement.  Dividends are   considered ordinary income and will be included on Grantee’s W-2 in the year   of vesting.  Additionally, taxes will   be calculated and deducted from the total amount of dividend payment   income.  To the extent required for   compliance with Section 162(m) of the Code, if applicable to Grantee,   the Committee shall have such authority and make such determination over the   Award as necessary to comply with the terms of the Plan and   Section 162(m) of the Code.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Grantee   acknowledges the receipt of tax information relating to the Award, including   information on 83(b) elections and the need to consult Grantee’s own tax   advisors.
    
	
 
    	
 
    	
 
    
	
Fractional   Shares:
    	
 
    	
The   Company shall not be required to issue any fractional shares pursuant to the   Award, and the Company may round fractions down.
    
	
 
    	
 
    	
 
    
	
Notices   and Electronic Delivery:
    	
 
    	
The   Company may, in its sole discretion, deliver any documents or notices related   to this Agreement, the Shares, Grantee’s participation in the Plan, or future   awards that may be granted to the Grantee under the Plan, by electronic   means.  Grantee hereby consents to   receive such documents by electronic delivery and to Grantee’s participation   in the Plan through the Benefit Access System.
    
	
 
    	
 
    	
 
    
	
Entire   Agreement; Amendment or Modification; Governing Law:
    	
 
    	
The   Plan is incorporated herein by reference. The Plan and this Agreement   constitute the entire agreement of the parties with respect to the subject   matter hereof and supersede in their entirety all prior undertakings and   agreements, whether oral or written, of the Company and Grantee with respect   to the subject matter hereof.  In the   event of any conflict between the provisions of this Agreement and the Plan,   the Plan shall control.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This   Agreement may only be amended or terminated by a written agreement entered   into by both of the parties hereto. Notwithstanding the foregoing, the   Committee, or its delegee, as the case may be, may, in its sole discretion   and without Grantee’s consent, modify or amend any or all of the terms of   this Agreement to the extent necessary to conform this Award with, or be   excepted from, Section 409A, Section 162(m) or any present or   future law relating to plans of this or similar nature, the regulations   issued thereunder or an exception thereto regardless of whether such   modification or amendment shall adversely affect the rights of Grantee.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This   Agreement is governed by applicable federal laws and the laws of the State of   Delaware without regard to its conflict of laws.
    
	
 
    	
 
    	
 
    
	
No   Guarantee of Continued Service:
    	
 
    	
GRANTEE   ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING   SCHEDULE SET FORTH HEREIN IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, NON-   EMPLOYEE DIRECTOR OR CONSULTANT, AS APPLICABLE (NOT THROUGH THE ACT OF BEING   HIRED OR BEING GRANTED OR ACQUIRING THE SHARES HEREUNDER). GRANTEE FURTHER   ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED   HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN   EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OR ENGAGEMENT FOR THE   VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE 
    


 

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IN   ANY WAY WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE GRANTEE’S   RELATIONSHIP WITH THE COMPANY AT ANY TIME AND FOR ANY REASON.
    
	
 
    	
 
    	
 
    
	
Incorporation   of Plan:
    	
 
    	
Grantee   acknowledges receipt of a copy of one of the following: (i) the   Company’s annual report for its last fiscal year, (ii) the Company’s   Form 10- K for its last fiscal year, or (iii) the last prospectus   filed by the Company, and represents that he or she is familiar with the   terms and provisions thereof, and hereby accepts this Award subject to all of   the terms and provisions thereof. Grantee has reviewed the Plan and this   Agreement in their entirety, has had an opportunity to obtain the advice of   counsel prior to executing this Agreement and fully understands all   provisions of this Agreement, the Plan, and the tax effect of the Award.   Grantee hereby agrees to accept as binding, conclusive and final all   decisions or interpretations of the Administrator with respect to any   questions arising under the Plan or this Agreement.
    
	
 
    	
 
    	
 
    
	
Interpretation   and Construction:
    	
 
    	
Whenever   possible, each provision in this Agreement will be interpreted in such manner   as to be effective and valid under applicable law, but if any provision of   this Agreement is held to be prohibited by or invalid under applicable law,   then (a) such provision will be deemed amended to accomplish the   objectives of the provision as originally written to the fullest extent permitted   by law and (b) all other provisions of this Agreement will remain in   full force and effect. This Award is intended to be excepted from coverage   under Section 409A of the Code and the regulations promulgated   thereunder and shall be interpreted and construed accordingly. If, however,   any benefit provided under this Agreement is subject to the provisions of   Section 409A of the Code and the regulations promulgated thereunder, the   provisions of this Agreement shall be administered, interpreted and construed   in a manner necessary to comply with Section 409A and the regulations   promulgated thereunder (or disregarded to the extent such provision cannot be   so administered, interpreted, or construed). Notwithstanding the foregoing,   Grantee recognizes and acknowledges that Section 409A of the Code may   impose upon Grantee certain taxes or interest charges for which Grantee is   and shall remain solely responsible.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
No   rule of strict construction will be implied against the Company or any   other person in the interpretation of any of the terms of this Agreement or   any rule or procedure established by the Administrator.
    
	
 
    	
 
    	
 
    
	
Power   of Attorney:
    	
 
    	
Grantee   hereby grants to the Company a power of attorney and declares that the   Company shall be the attorney-in-fact to act for and on behalf of Grantee, to   act in his/her name, place and stead, in connection with any and all   transfers of Shares and associated rights hereunder, whether or not vested,   to the Company pursuant to this Agreement, including in the event of   Grantee’s termination.
    
	
 
    	
 
    	
 
    
	
Assurances:
    	
 
    	
Grantee   agrees, upon demand of the Company, to do all acts and execute, deliver and   perform all additional documents, instruments and agreements that may be   required by the Company to implement the provisions and purposes of this   Agreement.
    


 

All other terms and conditions applicable to this Award shall be as set forth in the Plan.

 

Electronic acceptance of this Agreement by the Grantee pursuant to the Company’s instructions to the Grantee (including through the Company’s Benefit Access System) shall constitute execution of this Agreement by Company and Grantee.

 

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