ex10.htm


    Exhibit
10.8

    


    HIBBETT
SPORTS, INC.

     EXECUTIVE
RESTRICTED STOCK UNIT AWARD AGREEMENT

    


    NOTE:  This
document incorporates the accompanying Grant Letter, and together they
constitute a single Agreement which governs the terms and conditions of your
Award in accordance with the Company’s 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 Sporting
Goods, Inc. (together with its subsidiaries, “Company”).

    


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

    


    B.           The
Participant has been selected by the committee administering the EIP
(“Committee”) to receive a Restricted Stock Unit Award under the
Plan.

    


    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
“Units” means an award denominated in shares of the Company’s Stock as specified
in the Grant Letter.

    (d)           The
“Restricted Period” shall begin on the Grant Date and extend, with respect to
successive installments of Units (if any), until the dates and/or events
specified in the Grant Letter (including Schedule A).

    


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

    


    2.           Award. Subject to the
terms and conditions of this Agreement, the Participant is hereby granted the
number of Units set forth in paragraph 1.

    


    3.           Settlement of Awards.
The Company shall deliver to the Participant one share of Stock (or cash equal
to the Fair Market Value of one share of Stock) for each vested Unit, as
determined in accordance with the provisions of Grant Letter and this Agreement.
The Units payable to the Participant in accordance with the provisions of this
paragraph 3 shall be paid solely in shares of Stock, solely in cash based on the
Fair Market Value of the Stock (determined as of the first business day next
following the last day of the Restricted Period), or in a combination of the
two, as determined by the Committee in its sole discretion, except that cash
shall be distributed in lieu of any fractional share of Stock.

    


    4.           Time of
Payment.  Except as otherwise provided in this Agreement,
payment of Units vested in accordance with the provisions of paragraph 5 will be
delivered as soon as practicable after the end of the Restricted
Period;  provided that any cash payment or delivery of shares shall
occur no later than the end of the calendar year during which the Restricted
Period ends.  To the extent required by Section 409A of the Code, in
the event the Participant is a “specified employee” as provided in Section
409A(a)(2)(i) on the Date of Termination (as defined below), any amounts payable
hereunder shall be paid no earlier than the first business day after the six
month anniversary of the Date of Termination.  Whether the Participant
is a specified employee and whether an amount payable to the Participant
hereunder is subject to Section 409A of the Code shall be determined by the
Company.

    



    
      
         


      

      
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    5.           Vesting and Forfeiture of
Units.

    


    (a)           Units
shall vest, and the Participant shall be entitled to settlement on Units, when
the Restricted Period has ended. Except in the situations described below, if
the Participant's Date of Termination occurs during the Restricted Period, then
Units shall be forfeited.

    


    (b)           Units
shall vest prior to the end of
the Restricted Period, in the following situations:

    


    (i)               Unless
otherwise determined by the Committee in the Grant Letter, if the Participant's
Date of Termination occurs by reason of the Participant's death, or Disability,
then the Units vest as of the Participant's Date of
Termination.  Notwithstanding the foregoing, if the Award is
conditioned on the achievement of one or more performance objectives set forth
in the Grant Letter, then the Participant shall become vested under this
paragraph 5(b)(i) only upon Committee certification that  the
performance objectives have been achieved.

    


    (ii)  Unless
otherwise determined by the Committee in the Grant Letter, if the Participant's
Date of Termination occurs by reason of the Participant's Retirement, then the
Units vest upon the Committee’s certification of the achievement of one or more
performance objectives set forth in the Grant Letter; provided that the
Participant remains employed through the end of the fiscal year during which the
performance objectives are measured.

    


    (iii)              If
(x) a Change in Control occurs prior to the end of the Restricted Period, (y)
the Participant's Date of Termination does not occur before the Change in
Control date, and (z) the Committee determines to accelerate such vesting, then
the Units vest as of the date of the Change in Control.

    


    (c)           The
Participant shall forfeit all unvested Units as of the date on which the
Committee determines the Participant materially violated (A) the provisions of
paragraph 10 below or (B) any non-competition agreement which the Participant
may have entered into with 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.
Units may not be sold, assigned, transferred, pledged or otherwise encumbered
until the expiration of the Restricted Period or, if earlier, until the
Participant is vested in the Units.   Transfers at death are
governed by paragraph 9(c) below.

    


    8.           Definitions. For
purposes of this Agreement, the terms used in this Agreement shall have the
following meanings:

    


    (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 50% of the outstanding shares of the surviving company after the
transaction.

    



    
      
         


      

      
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    (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.
The Participant shall be considered to have a “Disability” if he or she
satisfies the definition contained in Section 409A(a)(2)(C) of the Internal
Revenue Code and any applicable guidance issued thereunder.

    


    (d)           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), following at least five (5) years of
service.

    


    (e)           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.

    



    
      
         


      

      
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    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
award of Units 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 Units
until shares of Stock have been duly issued following settlement of the Award 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.           Amendment. This
Agreement may be amended by written agreement of the Participant and the
Company, without the consent of any other person.

    


    16.           Governing Law;
Jurisdiction.  This Agreement shall be governed by the laws 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.

    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

     

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    End
of Exhibit 10.8