exv10w24



 





Exhibit 10.24




BIG 5 SPORTING GOODS CORPORATION

RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT (together with the attached grant notice (the “Grant
Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by
and between Big 5 Sporting Goods Corporation, a Delaware corporation (the “Company”), and the
individual (the “Grantee”) set forth on the Grant Notice.



     A. Pursuant to the Big 5 Sporting Goods Corporation 2007 Equity and Performance Incentive Plan
(the “Plan”), the Committee has determined that it is to the advantage and best interest of the
Company to grant to Grantee shares of the Common Stock of the Company (the “Shares”) set forth on
the Grant Notice, and in all respects subject to the terms, definitions and provisions of the Plan,
which is incorporated herein by reference.



     B. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the
meanings set forth in the Plan.



     NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Grantee and
the Company hereby agree as follows:


1. Grant and Terms of Shares.




     1.1 Grant of Shares. Pursuant to the Grant Notice, the Company has granted
to the Grantee, subject to the terms and conditions set forth in the Plan and this Agreement, the
number of shares of the Common Stock of the Company set forth on the Grant Notice.



     1.2 Vesting. As of the date of grant set forth in the Grant Notice, all of
the Shares (including the right to receive dividends or other distributions in respect thereof)
shall be unvested, and shall become vested only in accordance with the schedule set forth in the
Grant Notice. While Shares remain unvested, any dividends or distributions that the Grantee
otherwise would have had a right to receive with respect to such unvested Shares shall be retained
by the Company until such time as such Shares vest. Any such amounts so retained shall not bear
interest. Notwithstanding the foregoing, on the termination of Grantee’s Continuous Status as an
Employee, Director or Consultant for any reason, with or without cause, including as a result of
death or Disability, the Shares shall (except as otherwise set forth in any then applicable
employment agreement between Grantee and the Company ) immediately cease vesting, and all Shares
remaining unvested as of the date of such termination (and all rights to any dividends or
distributions with respect thereto retained by the Company as described above) shall be immediately
forfeited, terminated and cancelled.


2. General Restrictions on Transfer of Shares.




     2.1 No Transfers of Unvested Shares. In no event shall the Grantee transfer
any Shares that are not vested (or any right or interest therein) to any person in any manner
whatsoever, whether voluntarily or by operation of law or otherwise.



     2.2 Invalid Sales. Any purported transfer of Shares made without fully
complying with all of the provisions of this Agreement shall be null and void and without force or
effect.



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3. Compliance with Applicable Laws. No Shares will be issued pursuant to this
Agreement unless and until there shall have been full compliance with all applicable requirements
of the Securities Act of 1933, as amended (whether by registration or satisfaction of exemption
conditions), all applicable laws, and all applicable listing requirements of any national
securities exchange or other market system on which the Common Stock is then listed.



4. General.




     4.1 Governing Law. This Agreement shall be governed by and construed under
the laws of the state of Delaware applicable to Agreements made and to be performed entirely in
Delaware, without regard to the conflicts of law provisions of Delaware or any other jurisdiction.



     4.2 Notices. Any notice required or permitted under this Agreement shall be
given in writing by express courier or by postage prepaid, United States registered or certified
mail, return receipt requested, to the address set forth below or to such other address for a party
as that party may designate by 10 days advance written notice to the other parties. Notice shall
be effective upon the earlier of receipt or 3 days after the mailing of such notice.



	 	 	 
	If to the Company:

	 	Big 5 Sporting Goods Corporation
	 

	 	2525 East El Segundo Boulevard
	 

	 	El Segundo, CA 90245
	 

	 	Attention: Senior Vice President and General Counsel





If to Grantee, at the address set forth on the Company’s records.




     4.3 Legend. In addition to any other legend which may be required by
agreement or applicable laws, each share certificate representing Shares shall have endorsed upon
its face a legend in substantially the form set forth below:



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
VESTING CONDITIONS AND CERTAIN RESTRICTIONS ON TRANSFER, SALE
AND HYPOTHECATION. A COMPLETE STATEMENT OF THE TERMS AND
CONDITIONS GOVERNING SUCH RESTRICTIONS IS SET FORTH IN AN
AGREEMENT, DATED AS OF                     , A COPY OF WHICH IS ON
FILE AT THE CORPORATION’S PRINCIPAL OFFICE.



     4.4 Deposit of Certificates. In order to ensure that the Grantee complies
with the provisions of this Agreement, and that no transfers of Shares are made in violation
hereof, all certificates representing all unvested Shares shall be deposited with the Company or
its designee. As Shares become vested, certificates evidencing such Shares shall be delivered to
Grantee. At that time the Company shall also deliver to the Grantee any declared but unpaid
dividends or distributions with respect to such vested Shares which the Company has retained
pursuant to Section 1.2 above.



     4.5 Community Property. Without prejudice to the actual rights of the
spouses as between each other, for all purposes of this Agreement, the Grantee shall be treated as
agent and attorney-in-fact for that interest held or claimed by his or her spouse with respect to
any Shares and the parties hereto shall act in all matters as if the Grantee was the sole owner of
such Shares. This appointment is coupled with an interest and is irrevocable.



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     4.6 Modifications. This Agreement may be amended, altered or modified only
by a writing signed by each of the parties hereto.



     4.7 Application to Other Stock. In the event any capital stock of the
Company or any other corporation shall be distributed on, with respect to, or in exchange for
shares of Common Stock as a stock dividend, stock split, reclassification or recapitalization in
connection with any merger or reorganization or otherwise, all restrictions, rights and obligations
set forth in this Agreement shall apply with respect to such other capital stock to the same extent
as they are, or would have been applicable, to the Shares on or with respect to which such other
capital stock was distributed.



     4.8 Additional Documents. Each party agrees to execute any and all further
documents and writings, and to perform such other actions, which may be or become reasonably
necessary or expedient to be made effective and carry out this Agreement.



     4.9 No Third-Party Benefits. Except as otherwise expressly provided in this
Agreement, none of the provisions of this Agreement shall be for the benefit of, or enforceable by,
any third-party beneficiary.



     4.10 Successors and Assigns. Except as provided herein to the contrary,
this Agreement shall be binding upon and inure to the benefit of the parties, their respective
successors and permitted assigns.



     4.11 No Assignment. Except as otherwise provided in this Agreement, the
Grantee may not assign any of his or her rights under this Agreement without the prior written
consent of the Company, which consent may be withheld in its sole discretion. The Company shall be
permitted to assign its rights or obligations under this Agreement, but no such assignment shall
release the Company of any obligations pursuant to this Agreement.



     4.12 Severability. The validity, legality or enforceability of the remainder
of this Agreement shall not be affected even if one or more of the provisions of this Agreement
shall be held to be invalid, illegal or unenforceable in any respect.



     4.13 Equitable Relief. The Grantee acknowledges that, in the event of a
threatened or actual breach of any of the provisions of this Agreement, damages alone will be an
inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury
and damage. Accordingly, the Grantee agrees that the Company shall be entitled to injunctive and
other equitable relief, and that such relief shall be in addition to, and not in lieu of, any
remedies they may have at law or under this Agreement.



     4.14 Arbitration.



          4.14.1 General. Any controversy, dispute, or claim between the parties to
this Agreement, including any claim arising out of, in connection with, or in relation to the
formation, interpretation, performance or breach of this Agreement shall be settled exclusively by
arbitration, before a single arbitrator, in accordance with this section 4.14 and the then most
applicable rules of the American Arbitration Association. Judgment upon any award rendered by the
arbitrator may be entered by any state or federal court having jurisdiction thereof. Such
arbitration shall be administered by the American Arbitration Association. Arbitration shall be
the exclusive remedy for determining any such dispute, regardless of its nature. Notwithstanding
the foregoing, either party may in an appropriate matter apply to a court for provisional relief,
including a temporary restraining order or a preliminary injunction, on the ground that the award
to which the applicant may be entitled in arbitration may be rendered ineffectual without
provisional relief. Unless mutually agreed by the parties otherwise, any arbitration shall take
place in the City of Los Angeles, California.



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          4.14.2 Selection of Arbitrator. In the event the parties are unable to
agree upon an arbitrator, the parties shall select a single arbitrator from a list of nine
arbitrators drawn by the parties at random from a list of twenty persons (who shall be retired
judges or corporate or litigation attorneys experienced in stock options and buy-sell agreements)
provided by the office of the American Arbitration Association having jurisdiction over the City of
Los Angeles, California. If the parties are unable to agree upon an arbitrator from the list so
drawn, then the parties shall each strike names alternately from the list, with the first to strike
being determined by lot. After each party has used four strikes, the remaining name on the list
shall be the arbitrator. If such person is unable to serve for any reason, the parties shall
repeat this process until an arbitrator is selected.



          4.14.3 Applicability of Arbitration; Remedial Authority. This agreement to
resolve any disputes by binding arbitration shall extend to claims against any parent, subsidiary
or affiliate of each party, and, when acting within such capacity, any officer, director,
shareholder, employee or agent of each party, or of any of the above, and shall apply as well to
claims arising out of state and federal statutes and local ordinances as well as to claims arising
under the common law. In the event of a dispute subject to this paragraph, the parties shall be
entitled to reasonable discovery subject to the discretion of the arbitrator. The remedial
authority of the arbitrator (which shall include the right to grant injunctive or other equitable
relief) shall be the same as, but no greater than, would be the remedial power of a court having
jurisdiction over the parties and their dispute. The arbitrator shall, upon an appropriate motion,
dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that
he or it would be entitled to summary judgement if the matter had been pursued in court litigation.
In the event of a conflict between the applicable rules of the American Arbitration Association
and these procedures, the provisions of these procedures shall govern.



          4.14.4 Fees and Costs. Any filing or administrative fees shall be borne
initially by the party requesting arbitration. The Company shall be responsible for the costs and
fees of the arbitration, unless the Grantee wishes to contribute (up to 50%) of the costs and fees
of the arbitration. Notwithstanding the foregoing, the prevailing party in such arbitration, as
determined by the arbitrator, and in any enforcement or other court proceedings, shall be entitled,
to the extent permitted by law, to reimbursement from the other party for all of the prevailing
party’s costs (including but not limited to the arbitrator’s compensation), expenses, and
attorneys’ fees.



          4.14.5 Award Final and Binding; Severability. The arbitrator shall render
an award and written opinion, and the award shall be final and binding upon the parties. If any of
the provisions of this paragraph, or of this Agreement, are determined to be unlawful or otherwise
unenforceable, in whole or in part, such determination shall not affect the validity of the
remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry
out its provisions to the greatest extent possible and to insure that the resolution of all
conflicts between the parties, including those arising out of statutory claims, shall be resolved
by neutral, binding arbitration. If a court should find that the arbitration provisions of this
Agreement are not absolutely binding, then the parties intend any arbitration decision and award to
be fully admissible in evidence in any subsequent action, given great weight by any finder of fact,
and treated as determinative to the maximum extent permitted by law.



     4.15 Headings. The section headings in this Agreement are inserted only as
a matter of convenience, and in no way define, limit, extend or interpret the scope of this
Agreement or of any particular section.



     4.16 Number and Gender. Throughout this Agreement, as the context may
require, (a) the masculine gender includes the feminine and the neuter gender includes the
masculine and the feminine; (b) the singular tense and number includes the plural, and the plural
tense and number includes the singular; (c) the past tense includes the present, and the present
tense includes the past; and (d) references



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to parties, sections, paragraphs and exhibits mean the parties, sections, paragraphs and
exhibits of and to this Agreement.



     4.17 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.



     4.18 Complete Agreement. The Grant Notice, this Agreement and the Plan
constitute the parties’ entire agreement with respect to the subject matter hereof and supersede
all agreements, representations, warranties, statements, promises and understandings, whether oral
or written, with respect to the subject matter hereof.




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BIG 5 SPORTING GOODS CORPORATION — RESTRICTED STOCK GRANT NOTICE

(2007 Equity and Performance Incentive Plan)



Big 5 Sporting Goods Corporation (the “Company”), pursuant to its 2007 Equity and Performance
Incentive Plan (the “Plan”), hereby grants to Grantee the number of Shares of the Company set forth
below (the “Shares”). The Shares are subject to all of the terms and conditions as set forth in
this Grant Notice, the Restricted Stock Agreement (the “Agreement”) which is attached hereto, and
the Plan (a copy of which has been made available to you). The Agreement and the Plan are deemed
to be incorporated herein in their entirety.




	 	 	 	 	 
	Grantee:

	 	 	 	 
	 

	 	 

	 	 
	Date of Grant:
	 	 	 	 
	 

	 	 

	 	 
	Initial Vesting Date:
	 	 	 	 
	 

	 	 

	 	 
	Number of Shares of Common Stock:
	 	 	 	 
	 

	 	 

	 	 





Vesting Schedule: Subject to the restrictions and limitations of the Agreement and the Plan, the
Shares (including the right to receive any dividends or other distributions with respect thereto)
shall vest with respect to ___% of the Shares subject to this Grant Notice on the Initial Vesting
Date. On each subsequent anniversary of the Initial Vesting Date, the Shares (including the right
to receive any dividends or other distributions with respect thereto) shall become vested with
respect to an additional ___% of the Shares subject to this Grant Notice.



Acceleration of Vesting Upon a Change of Control: Upon a Change of Control (as defined in the
Grantee’s Employment Agreement; or, if such agreement has no such definition, then as defined in
the Plan), the Shares shall fully vest and all restrictions and limitations on the Shares shall
lapse.



Additional Terms/Acknowledgements: The undersigned Grantee acknowledges receipt of, and has read
and understands and agrees to, this Grant Notice, the Agreement and the Plan. Grantee further
acknowledges that as of the Date of Grant, this Grant Notice, the Agreement and the Plan set forth
the entire understanding between Grantee and the Company regarding the grant by the Company of the
Shares referred to in this Grant Notice. Grantee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board or the Committee upon any questions arising
under this Grant Notice, the Agreement or the Plan.




	 	 	 	 	 	 	 
	BIG 5 SPORTING GOODS CORPORATION	 	GRANTEE:
	 
	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature	 	Signature
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 





ATTACHMENT:          Restricted Stock Agreement




SPOUSE OF GRANTEE:



Spouse has read and understands this Grant Notice, the Agreement and the Plan and is executing this
Grant Notice to evidence Spouse’s consent and agreement to be bound by all of the terms and
conditions of this Grant Notice, the Agreement and the Plan (including those relating to the
appointment of the Grantee as agent for any interest that Spouse may have in the Shares).




	 	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 
	Signature
	 	 	 	 






Grantee Address:






 






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