exv10w1






 




    Exhibit 10.1



 




    BIG 5
    SPORTING GOODS CORPORATION

    STOCK OPTION 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 Optionee the option to purchase the number of Shares
    of the Company set forth below (the “Option”).
    This Option is subject to all of the terms and conditions as set
    forth in this Grant Notice, the Stock Option Agreement (the
    “Option Agreement”) and the Plan, all of which
    are attached hereto and incorporated herein in their entirety.



 


	 	 	 
	

    Optionee:


	
 
	
                        

	

    Date of Grant:


	
 
	
                        

	

    Number of Shares of Common Stock:


	
 
	
                        

	

    Exercise Price Per Share:


	
 
	
    $                  

	

    Initial Vesting Date:


	
 
	
                        

	

    Type of Option


	
 
	
    NQSO or ISO









 



    Vesting Schedule:  Subject to the restrictions
    and limitations of the Option Agreement and the Plan, this
    Option shall vest and become exercisable with respect
    to     % of the Shares subject to this
    Option on the Initial Vesting Date. On each subsequent
    anniversary of the Initial Vesting Date, this Option shall
    become vested and exercisable with respect to an
    additional     % of the Shares subject
    to this Option.



 



    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), this Option
    shall fully vest and become exercisable with respect to 100% of
    the Shares subject to this Option.



 



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



 



	 	 	 	 	 	 	 
	BIG 5 SPORTING GOODS CORPORATION	 	OPTIONEE:
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 

	 	Signature
	 	Signature
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 










 



    ATTACHMENTS:  Stock Option Agreement and 2007
    Equity and Performance Incentive Plan



 




    SPOUSE OF
    OPTIONEE:



 



    Spouse has read and understands the Option 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 the Option Agreement and the Plan
    (including those relating to the appointment of the Optionee as
    agent for any interest that Spouse may have in the Option
    Shares).



 



	 	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 
	Signature
	 	 	 	 






    Optionee Address:



























 





 




    BIG 5
    SPORTING GOODS CORPORATION

    STOCK OPTION AGREEMENT



 



    THIS STOCK OPTION 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
    “Optionee”) set forth on the Grant Notice.



 



    A.     Pursuant to the Big 5 Sporting
    Goods Corporation 2007 Equity and Performance Incentive Plan
    (the “Plan”), the Administrator has determined
    that it is to the advantage and best interest of the Company to
    grant to Optionee an option (the “Option”) to
    purchase the number of shares of the Common Stock of the Company
    (the “Shares” or the “Option
    Shares”) set forth on the Grant Notice, at the exercise
    price determined as provided herein, 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 Optionee and the Company hereby agree as
    follows:



 



    1.  Grant and Terms of Stock Option.



 



    1.1     Grant of
    Option.  Pursuant to the Grant Notice, the Company
    has granted to the Optionee the right and option to purchase,
    subject to the terms and conditions set forth in the Plan and
    this Agreement, all or any part of the number of shares of the
    Common Stock of the Company set forth on the Grant Notice at a
    purchase price per share equal to the exercise price per Share
    set forth on the Grant Notice. If the Grant Notice indicates
    (under “Type of Option”) that this Option is an
    “ISO”, then this Option is intended by the Company and
    Optionee to be an Incentive Stock Option. However, if the Grant
    Notice indicates that this Option is a “NQSO”, then
    this Option is not intended to be an Incentive Stock Option and
    is instead intended to be a Nonqualified Stock Option.



 



    1.2     Vesting and
    Exercisability.  Subject to the provisions of the
    Plan and the other provisions of this Agreement, this Option
    shall vest and become exercisable in accordance with the
    schedule set forth in the Grant Notice. Notwithstanding the
    foregoing, in the event of termination of Optionee’s
    Continuous Status as an Employee, Director or Consultant for any
    reason, with or without Cause, including as a result of death or
    Disability, this Option shall immediately cease vesting and
    shall be cancelled to the extent of the number of Shares as to
    which this Option has not vested as of the date of termination.



 



    1.3     Term of
    Option.  No portion of this Option may be
    exercised more than ten years from the date of this Agreement.
    In the event of termination of Optionee’s Continuous Status
    as an Employee, Director or Consultant, this Option shall be
    cancelled as to any unvested Shares as provided in
    Section 1.2, and shall terminate and be cancelled with
    respect to any vested Shares on the earlier of (i) the
    expiration of the ten year period set forth in the first
    sentence of this Section 1.3, or (ii) 90 days
    after termination of Optionee’s Continuous Status as an
    Employee, Director or Consultant (or 12 months in the case
    of termination as a result of Optionee’s Disability or
    death); provided, however, if Optionee’s Continuous Status
    as an Employee, Director or Consultant is terminated for Cause,
    this entire Option shall be cancelled and terminated as of the
    date of such termination and shall no longer be exercisable as
    to any Shares, whether or not previously vested.













 






    2.  Method of Exercise. 



 



    2.1     Delivery of Notice of
    Exercise.  This Option shall be exercisable by
    written notice in the form attached hereto as Exhibit A
    which shall state the election to exercise this Option, the
    number of Shares in respect of which this Option is being
    exercised, and such other representations and agreements with
    respect to such Shares as may be required by the Company
    pursuant to the provisions of this Agreement and the Plan. Such
    written notice shall be signed by Optionee (or by
    Optionee’s beneficiary or other person entitled to exercise
    this Option in the event of Optionee’s death under the
    Plan) and shall be delivered to the Secretary of the Company.
    The written notice shall be accompanied by payment of the
    exercise price. This Option shall not be deemed exercised until
    the Company receives such written notice accompanied by the
    exercise price and any other applicable terms and conditions of
    this Agreement are satisfied. This Option may not be exercised
    for a fraction of a Share.



 



    2.2     Restrictions on
    Exercise.  No Shares will be issued pursuant to
    the exercise of this Option 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. As a condition to the exercise of this Option, the
    Company may require Optionee to make any representation and
    warranty to the Company as may be necessary or appropriate, in
    the judgment of the Administrator, to comply with any Applicable
    Law.



 



    2.3     Method of
    Payment.  Payment of the exercise price shall be
    made in full at the time of exercise in cash or by check payable
    to the order of the Company, or, subject in each case to the
    advance approval of the Administrator in its sole discretion,
    (a) by delivery of shares of Common Stock already owned by
    Optionee having a Fair Market Value equal to the exercise price
    and held for at least six months (or for such other period as is
    necessary to avoid accounting charges against the Company’s
    earnings), (b) by a “broker’s exercise”
    involving the sale, at the time of the exercise of the Option,
    of Shares having a Fair Market Value equal to the exercise
    price, and the simultaneous remission of the exercise price to
    the Company, or (c) by any combination of the foregoing.
    Shares of Common Stock used to satisfy the exercise price of
    this Option shall be valued at their Fair Market Value
    determined on the date of exercise (or if such date is not a
    business day, as of the close of the business day immediately
    preceding such date). In addition, the Administrator may impose
    such other conditions in connection with the delivery of shares
    of Common Stock in satisfaction of the exercise price as it
    deems appropriate in its sole discretion, including without
    limitation a requirement that the shares of Common Stock
    delivered have been held by the Optionee for a specified period
    of time.



 



    2.4     Notice of Disqualifying
    Disposition of Incentive Stock Option.  If this
    Option is an Incentive Stock Option and the Optionee sells or
    otherwise disposes of any of the Shares acquired upon exercise
    of this Option on or before the later of (i) two years
    after the date of grant, or (ii) one year after the date
    such Shares were acquired, the Optionee shall immediately notify
    the Company in writing of such disposition. The Optionee agrees
    that he or she may be subject to income tax withholding by the
    Company on the taxable income recognized as a result of such
    disposition and that the Optionee shall be required to satisfy
    such withholding obligations either by making a payment to the
    Company in cash or by withholding from current earnings of the
    Optionee.



 



    3.  Non-Transferability of
    Option.  This Option may not be transferred in any
    manner otherwise than by will or by the laws of descent or
    distribution or to a beneficiary designated pursuant to the
    Plan, and may be exercised during the lifetime of Optionee only
    by Optionee. Subject to all of the other terms and conditions of
    this Agreement, following the death of













 






    Optionee, this Option may, to the extent it remained unexercised
    (but vested and exercisable by Optionee in accordance with its
    terms) on the date of death, be exercised by Optionee’s
    beneficiary or other person entitled to exercise this Option in
    the event of Optionee’s death under the Plan.
    Notwithstanding the first sentence of this Section 3,
    (i) if this Option is a Nonqualified Stock Option, this
    Option may be assigned pursuant to a qualified domestic
    relations order as defined by the Code, and exercised by the
    spouse of the Optionee who obtained such Option pursuant to such
    qualified domestic relations order, and (ii) this Option
    may be assigned, during the Optionee’s lifetime, to one or
    more Family Members. Rights under the assigned portion may be
    exercised by the person or persons who acquire a proprietary
    interest in such Option pursuant to the assignment. The terms
    applicable to the assigned portion shall be the same as those in
    effect for the Option immediately before such assignment and
    shall be set forth in such documents issued to the assignee as
    the Administrator deems appropriate.



 



    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 Optionee, at the address set forth on the Grant Notice.



 



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



 



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



 



    4.5     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 Option
    Shares on or with respect to which such other capital stock was
    distributed.



 



    4.6     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.



 



    4.7     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.













 






    4.8     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.



 



    4.9     No
    Assignment.  Except as otherwise provided in this
    Agreement, the Optionee may not assign any of his, her or its
    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.



 



    4.10     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.



 



    4.11     Equitable
    Relief.  The Optionee 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 Optionee 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.



 



    4.12      Arbitration.



 



    4.12.1     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 4.12 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 pursuant to California Code
    of Civil Procedure Section 1281.8, or any comparable
    provision, 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.



 



    4.12.2     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 (which 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 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.



 



    4.12.3     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.



 



    4.12.4     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 Optionee wishes to contribute (up to 50%) to 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.



 



    4.12.5     Award Final and
    Binding.  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.



 



    4.13     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.



 



    4.14     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; (d) references to parties, sections, paragraphs
    and exhibits mean the parties, sections, paragraphs and exhibits
    of and to this Agreement; and (e) periods of days, weeks or
    months mean calendar days, weeks or months.



 



    4.15     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.



 



    4.16     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.













 







    EXHIBIT A

    NOTICE OF EXERCISE OF STOCK OPTION



 



    Big 5 Sporting Goods Corporation
    




    2525 East El Segundo Boulevard
    




    El Segundo, CA 90245
    




    Attn: Senior Vice President and
    General Counsel
    



 



    Ladies and Gentlemen:
    



 



    The undersigned hereby elects to exercise the option indicated
    below:



 


		
	    Option Grant Date: 
    	
    






    Type of Option: Incentive Stock
    Option / Nonqualified Stock Option
    



		
	    Number of Shares Being
    Exercised: 
    	
    















		
	    Exercise Price Per Share: 
    	
    










		
	    Total Exercise Price: $ 
    	
    










		
	    Method of Payment: 
    	
    










 



    Enclosed herewith is payment in full of the total exercise price
    and a copy of the Grant Notice.



 



    My exact name, current address and social security number for
    purposes of the stock certificates to be issued and the
    shareholder list of the Company are:



 


			
	 	Name: 
	
    


	 	Address: 
	
    


	 	 
	
    











 


			
	 	Social Security Number: 
	
    










 



         Sincerely,
    



 


	 	 	 	 	 
	

    Dated: ­
    ­
    


	 	

     ­
    ­
(Optionee’s
    Signature)