ex10_4-nedep.htm


    EXHIBIT
10.4


    HIBBETT
SPORTS, INC.

    Amended
and Restated

    2006
NON-EMPLOYEE DIRECTOR EQUITY PLAN

    First
Amendment November 16, 2006

    Second
Amendment February 2, 2007

    Third
Amendment February 9, 2007

    Fourth
Amendment November 19, 2008

    


    1.  Purpose
of the Plan

    


    The
purpose of the Plan is to promote the interests of the Company by attracting and
retaining qualified and experienced individuals for service as Non-Employee
Directors, and to motivate these individuals to exercise their best efforts on
the Company’s behalf.

    


    2.  Definitions

    


    
      	
              2.1

            	
              “Award” means a
      grant of an Option, Stock Appreciation Right, Restricted Stock, or
      Restricted Stock Unit under the
Plan.

            


    

    


    
      	
              2.2

            	
              “Award
      Agreement” means the agreement or agreements between the Company
      and a Holder pursuant to which an Award is granted and which specifies the
      terms and conditions of that Award, including the vesting requirements
      applicable to that Award, if any.

            


    

    


    
      	
              2.3

            	
              “Board” means
      the Board of Directors of the
Company.

            


    

    


    
      	
              2.4

            	
              “Change in
      Control” means any of the following described in clauses (a)
      through (d) below:  (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 70% of the outstanding shares of the surviving
      company after the transaction.

            


    

    


    
      	
              2.5

            	
              “Code” means the
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
              2.6

            	
              “Common Stock”
      means the common stock of the Company, par value $0.01 per share, or such
      other class or kind of shares or other securities resulting from the
      application of Section 9.

            


    

    


    
      	
              2.7

            	
              “Company” means
      Hibbett Sports, Inc., a Delaware corporation, and any successor
      thereto.

            


    

    


    
      	
              2.8

            	
              “Corresponding
      SAR” means an SAR that is granted in relation to a particular
      Option and that can be exercised only upon the surrender to the Company,
      unexercised, of that portion of the Option to which the SAR
      relates.

            


    

    


    
      	
              2.9

            	
              “Fair Market
      Value” as of any date shall be determined in accordance with the
      following rules:

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      the principal market for the Common Stock is a national securities
      exchange or the NASDAQ Stock Market, then the “Fair Market Value” as of
      that date shall be the closing sale price of the Common Stock on the
      principal exchange or market on which the Common Stock is then listed or
      admitted to trading on such
date.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
            	
              (b)

            	
              If
      sales prices are not available or if the principal market for the Common
      Stock is not a national securities exchange and the Common Stock is not
      quoted on the NASDAQ Stock Market, the average between the highest bid and
      lowest asked prices for the Common Stock on such day as reported on the
      NASDAQ OTC Bulletin Board Service or by the National Quotation Bureau,
      Incorporated or a comparable service or on a reasonable basis using actual
      transactions in such Common Stock as reported in such market and
      consistently applied.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      the day is not a business day, and as a result, paragraphs (a) and (b)
      next above are inapplicable, the Fair Market Value of the Common Stock
      shall be determined as of the next earlier business day.  If
      paragraphs (a) and (b) next above are otherwise inapplicable, then the
      Fair Market Value of the Common Stock shall be determined in good faith by
      the Board.

            


    

    


    
      	
              2.10

            	
              “Holder” means a
      Non-Employee Director who receives an
Award.

            


    

    


    
      	
              2.11

            	
              “Initial Value”
      means, with respect to a Corresponding SAR, the option price per share of
      the related Option and, with respect to an SAR granted independently of an
      Option, the price per share of Common Stock as determined by the Board on
      the date of the grant; provided, however, that the price per share of
      Common Stock encompassed by the grant if an SAR shall not be less than
      Fair Market Value on the date of grant.  Repricing of SARs after
      the date of grant is not permitted.

            


    

    


    
      	
              2.12

            	
              “1934 Act” means
      the Securities Exchange Act of 1934, as
amended.

            


    

    


    
      	
              2.13

            	
              “Non-Employee
      Director” means a member of the Board who is not an employee of the
      Company or its subsidiaries.

            


    

    


    
      	
              2.14

            	
              “Non-Qualified
      Option” means an Option not intended to be an incentive stock
      option as defined in Section 422 of the
Code.

            


    

    


    
      	
              2.15

            	
              “Option” means
      the right granted from time to time under Section 6 of the Plan to
      purchase Common Stock for a specified period of time at a stated
      price.

            


    

    


    
      	
              2.16

            	
              “Plan” means the
      Hibbett Sports, Inc. Non-Employee Director Equity Plan herein set forth,
      as amended from time to time.

            


    

    


    
      	
              2.17

            	
              “Restricted
      Stock” means Common Stock subject to a Restriction Period awarded
      by the Board under Section 8 of the
Plan.

            


    

    


    
      	
              2.18

            	
              “Restricted Stock
      Units” means an Award granted pursuant to Section 9, in the amount
      determined by the Board, stated with reference to a specified number of
      shares of Common Stock, that in accordance with the terms of an Award
      Agreement entitles the holder to receive shares of Common Stock, upon the
      lapse of any Restriction Period.

            


    

    


    
      	
              2.19

            	
              “Restriction
      Period” means the period during which an Award of Restricted Stock
      awarded under Section 8 of the Plan or an Award of a Restricted Stock Unit
      awarded under Section 9 of the Plan is subject to forfeiture and is
      non-transferable.  The Restriction Period shall not lapse with
      respect to any Restricted Stock or Restricted Stock Unit until any and all
      conditions, imposed under this Plan or under the Award Agreement, have
      been satisfied.

            


    

    


    
      	
              2.20

            	
              “SAR” means an
      Award granted pursuant to Section 7, in an amount to be determined by the
      Board, that in accordance with the terms of an Award Agreement entitles
      the Holder to receive, with respect to each share of Common stock
      encompassed by the exercise of such SAR, the excess, if any, of the Fair
      Market Value at the time of exercise over the Initial
      Value.  References to “SARs” include both Corresponding SARs and
      SARs granted independently of Options, unless the context requires
      otherwise.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.  Eligibility

    


    All
Non-Employee Directors are eligible to receive grants of Awards under the
Plan.

    


    4.  Administration
and Implementation of Plan

    


    
      	
              4.1

            	
              The
      Plan shall be administered by the Board, which shall have full power to
      interpret and administer the Plan and full authority to act in selecting
      the Non-Employee Directors to whom Awards will be granted, in determining
      whether, and to what extent, Awards may be transferable by the Holder, in
      determining the amount and type of Awards to be granted to each such
      Non-Employee Director, in determining the terms and conditions of Awards
      granted under the Plan and in determining the terms of the Award
      Agreements that will be entered into with Holders. Any interpretation by
      the Board of the terms and provisions of the Plan and the administration
      thereof, and all action taken by the Board, shall be final, binding and
      conclusive for all purposes and upon all
  Holders.

            


    

    


    
      	
              4.2

            	
              The
      Board’s powers shall also include, but not be limited to, the power to
      determine whether, to what extent and under what circumstances an Option
      may be exchanged for cash, Restricted Stock, or some combination thereof;
      to determine whether a Change in control of the Company has occurred; and
      to determine, in accordance with Section 10, the effect, if any, of a
      Change in Control of the Company upon outstanding
  Awards.

            


    

    


    
      	
              4.3

            	
              The
      Board shall have the power to adopt regulation for carrying out the Plan
      and to make changes in such regulations as it shall, from time to time,
      deem advisable.  The Board may amend any outstanding Awards
      without the consent of the Holder to the extent it deems appropriate;
      provided however, that in the case of amendments adverse to the Holder,
      the Board must obtain the Holder’s consent to any such amendment, except
      that such consent shall not be required if, as determined by the Board in
      its sole discretion, such amendment is required to either (a) comply with
      Section 409A of the Code or (b) prevent the Holder from being subject to
      any excise tax or penalty under Section 409A of the
  Code.

            


    

    


    
      	
              4.4

            	
              Except
      to the extent prohibited by applicable law or the applicable rules of a
      stock exchange, the Board may allocate all or any portion of its
      responsibilities and powers to any of its committees or to one or more of
      its members and may delegate all or any part of its responsibilities and
      powers to any person or persons selected by it.  Any such
      allocation or delegation may be revoked by the Board at any
      time.

            


    

    


    5.  Shares
of Stock Subject to the Plan

    


    
      	
              5.1

            	
              Shares Subject to
      Plan:  Subject to adjustment as provided in Section 10,
      the total number of shares of Common Stock available for the grant of
      Awards under the Plan shall be equal to the sum of 500,000 shares of
      Common Stock and any shares of Stock available for future awards under any
      the Company’s 1996 Stock Plan for Outside Directors, as amended, which
      shall terminate on the date this Plan becomes effective.  Any
      shares issued hereunder may consist, in whole, or in part, of authorized
      and unissued shares or treasury shares.  If any shares subject
      to any Award granted hereunder are forfeited or such Award otherwise
      terminates without the issuance of such shares, the shares subject to such
      Award, to the extent of any such forfeiture or termination, shall again be
      available for grant under the Plan.

            


    

    


    
      	
              5.2

            	
              Assumed
      Plans:  Any shares issued by the Company through the
      assumption or substitution of outstanding grants or shares from an
      acquired company shall not reduce the shares available under the
      Plan.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.  Options

    


    Options
give a Non-Employee Director the right to purchase a specified number of shares
of Common Stock from the Company for a specified time period at a fixed
price.  Options granted under the Plan will be Non-Qualified Stock
Options and shall be subject to the following terms and conditions:

    


    
      	
              6.1

            	
              Option
      Grants:  Options shall be evidenced by a written Award
      Agreement.  Such Award Agreements shall conform to the
      requirements of the Plan, and may contain such other provisions or
      restrictions as the Board shall deem
advisable.

            


    

     

    
      	
            	
              (a)

            	
              
                Each
      Non-Employee Director who is elected or appointed to the Board shall
      receive, as soon as administratively feasible on or after the date on
      which the Non-Employee Director takes office, an Option to purchase 15,000
      shares of Common Stock.

              

            


    

     

    
      	
            	
              (b)

            	
              
                Subject
      to Section 6.1(c), each Non-Employee Director serving as a director on the
      last business day of the Company’s fiscal year shall receive an Option to
      purchase 10,000 shares of Common Stock; provided that the grant date of
      such Option shall be the same date as the annual grant of awards under the
      Company’s equity plan for awards to employees for the next following
      fiscal year.

              

            


    

     

    
      	
            	
              (c)

            	
              
                Each
      Non-Employee Director serving as a director on the last day of the
      Company’s fiscal year who was initially elected to the Board after the
      first day of such fiscal year shall receive an Option to purchase shares
      of Common Stock equal to 10,000 multiplied by a fraction, the numerator of
      which shall be the number of calendar days that have elapsed between the
      date of his or her initial election and the last day of the fiscal year
      (but not to exceed 365), and the denominator of which shall be
      365.

              

            


    

     

    
      	
            	
              (d)

            	
              
                Notwithstanding
      the foregoing, if, at the time of any grant, there are insufficient shares
      of Common Stock reserved under the Director Plan in order to make grants
      to all Non-Employee Directors then scheduled to receive a grant under this
      Section 6.2, the Options granted at such time to each Non-Employee
      Director shall be proportionately
  adjusted.

              

            


    

     

    
      	
              6.2

            	
              Number of
      Options:  All grants of Options under the Plan shall be
      automatic and non-discretionary with regard to the number and timing of
      grants as set forth in this Section, provided however that, the Board, in
      its sole discretion, may act by board resolution to decrease the
      number of shares of Common stock in any Award provided for in this
      Section.

            


    

     

    
      
        	
                6.3

              	Option
      Price:  The price per share at which Common Stock may be
      purchased upon exercise of an Option shall be determined by the Board, but
      shall be not less than the Fair Market Value of a share of Common Stock on
      the date of grant.  Repricing of Options after the date of grant
      is not permitted.


      

       

    

    
      	
              6.4

            	
              Term of
      Options:  An Award Agreement shall specify when an Option
      may be exercisable and the terms and conditions applicable
      thereto.  The term of an Option shall in no event be greater
      than ten years.  The Option shall also expire, be forfeited and
      terminate at such times and in such circumstances as otherwise provided
      hereunder or under the Award
Agreement.

            


    

    


    
      	
              6.5

            	
              Vesting of
      Options:  The Option may be subject to such terms and
      conditions on the time or times when it may be exercised as the Board may
      deem appropriate.  The vesting provisions of individual Options,
      as provided in the Award Agreement may vary.  Unless otherwise
      determined by the Board, no Option shall become exercisable until such
      Option becomes vested.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              6.6

            	
              Payment of Option
      Price:  The full price for shares of Common Stock
      purchased upon the exercise of any Option shall be paid at the time of
      such exercise; provided however that the Board may permit a Holder to
      elect to pay the exercise price by irrevocably authorizing a third party
      to sell shares of Common Stock acquired upon exercise of the Option and
      remit as soon as practicable to the Company a sufficient portion of the
      proceeds to pay the entire exercise price and any tax withholding
      resulting from such exercise.  The exercise price shall be
      payable in cash or by tendering, by either actual delivery of shares or by
      attestation, already-owned shares of Common Stock to the Board, and valued
      at Fair Market Value as of the day of exercise, or in any combination
      thereof, as determined by the
Committee.

            


    

    


    7.  Stock
Appreciation Rights

    


    Stock
Appreciation Rights give a Non-Employee Director the right to receive, with
respect to each share of Common Stock encompassed by the exercise of such SAR,
the excess, if any, of the Fair Market Value at the time of exercise over the
SAR’s Initial Value.  SARs granted under the Plan shall be subject to
the following terms and conditions.

    


    
      	
              7.1

            	
              SAR
      Awards:  SARs shall be evidenced by a written Award
      Agreement.  Such Award Agreements shall conform to the
      requirements of the Plan, and may contain such other provisions or
      restrictions as the Board shall deem
advisable.

            


    

    


    
      	
              7.2

            	
              Number of
      SARs:  All grants of SARs under the Plan shall be made by
      the Board.  The Board will designate each Non-Employee Director
      to whom SARs are granted and will specify the number of shares of Common
      Stock covered by each Award.

            


    

    


    
      	
              7.3

            	
              Term of
      SARs:  An Award Agreement shall specify when an SAR may
      be exercisable and the terms and conditions applicable
      thereto.  The term of an SAR shall in no event be greater than
      ten years.  The SAR shall also expire, be forfeited and
      terminate at such times and in such circumstances as otherwise provided
      hereunder or under the Award
Agreement.

            


    

    


    
      	
              7.4

            	
              Vesting of
      SARs:  The SAR may be subject to such terms and
      conditions on the time or times when it may be exercised as the Board may
      deem appropriate.  The vesting provisions of individual SARs, as
      provided in the Award Agreement may vary.  Unless otherwise
      determined by the Board, no SAR shall become exercisable until such SAR
      becomes vested.

            


    

    


    
      	
              7.5

            	
              Exercise of
      SARs:  Subject to the provisions of this Plan and
      applicable Award Agreement, an SAR may be exercised in whole at any time
      or in part from time to time at such times and in compliance with such
      requirements as the Board shall determine.  An SAR granted under
      this Plan may be exercised with respect to any number of whole shares less
      than the full number for which the SAR could be exercised.  A
      partial exercise of an SAR shall not affect the right to exercise the SAR
      from time to time in accordance with this Plan and the applicable Award
      Agreement with respect to the remaining shares subject to the
      SAR.  The exercise of a Corresponding SAR shall result in the
      termination of the related Option to the extent of the number of shares
      with respect to which the SAR is
exercised.

            


    

    


    
      	
              7.6

            	
              Settlement of
      SARs:  In accordance with the Agreement, the amount
      payable as a result of the exercise of an SAR may be settled in cash,
      Common Stock, or a combination of cash and Common Stock.  No
      fractional share will be deliverable upon the exercise of an SAR but a
      cash payment will be made in lieu
thereof.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.  Restricted
Stock

    


    An Award
of Restricted Stock is a grant by the Company of a specified number of shares of
Common Stock to a Non-Employee Director, which shares may be subject to
forfeiture during a Restriction Period upon the happening of events or other
conditions as specified in the Award Agreement.   Such an Award
of Restricted Stock shall be subject to the following terms and
conditions:

    


    
      	
              8.1

            	
              Restricted
      Stock shall be evidenced by Award Agreements.  Such agreements
      shall conform to the requirements of the Plan and may contain such other
      provisions as the Board shall deem advisable.  At the time of
      grant of an Award of Restricted Stock, the Board will determine the price,
      if any, to be paid by the Holder for each share of Common Stock subject to
      the Award, and such price, if any, shall be set forth in the Award
      Agreement.

            


    

    


    
      	
              8.2

            	
              Unless
      otherwise provided by the Board, upon determination of the number of
      shares of Restricted Stock to be granted to the Holder, the Board shall
      direct that a certificate of certificates representing that number of
      shares of Common Stock be issued to the Holder with the Holder designated
      as the registered owner.  The certificate(s), if any,
      representing such shares shall bear appropriate legends as to sale,
      transfer, assignment, pledge or other encumbrances to which such shares
      are subject during the Restriction Period and shall be deposited by the
      Holder together with a stock power endorsed in blank, with the Company, to
      be held in escrow during the Restriction
Period.

            


    

    


    
      	
              8.3

            	
              During
      the Restriction Period the Holder shall have the right to receive the
      Holder’s allocable share of any cash dividends declared and paid by the
      Company on its Common Stock and to vote the shares of Restricted
      Stock.

            


    

    


    
      	
              8.4

            	
              The
      Board may condition the expiration of the Restriction Period upon the
      Holder’s continued service over a period of time with the Company or upon
      any other criteria, as specified in the Award Agreement.  If the
      specified conditions are not attained, the Holder shall forfeit the
      portion of the Award with respect to which those conditions are not
      attained, and the underlying Common Stock shall be forfeited to the
      Company.  Notwithstanding any provision contained herein to the
      contrary, the Board, in its dole discretion, may grant Awards of
      Restricted Stock under this Section 8 that are not subject to any
      Restriction Period.

            


    

    


    
      	
              8.5

            	
              At
      the end of the Restriction Period, if all such conditions have been
      satisfied, the restrictions imposed hereunder shall lapse with respect to
      the applicable number of shares of Restricted Stock as determined by the
      Board, and any legend described in Section 8.2 that is then no longer
      applicable, shall be removed and such number of shares delivered to the
      Holder (or, where appropriate, the Holder’s legal
      representative).  Subject to Section 4, the Board may, in its
      sole discretion, accelerate the vesting and delivery of shares of
      Restricted Stock.

            


    

    


    9.  Restricted
Stock Units

    


    An Award
of Restricted Stock Units is a grant by the Company of a specified number of
shares of Common Stock to a Non-Employee Director, which, upon lapse of a
Restriction Period as specified in the applicable Award Agreement, shall entitle
the Holder to a share of Common Stock to the following terms and
conditions:

    


    
      	
              9.1

            	
              Restricted
      Stock Units shall be evidenced by Award Agreements.  Such
      agreements shall conform to the requirements of the Plan and may contain
      such other provisions as the Board shall deem
  advisable.

            


    

    


    
      	
              9.2

            	
              During
      the Restriction Period the Holder shall not have any rights as a
      shareholder with respect to any shares of Common Stock underlying the
      Restricted Stock Units until such time as the shares of Common Stock have
      been so issued.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9.3

            	
              The
      Board may condition the expiration of the Restriction Period with respect
      to a grant of Restricted Stock Units upon (i) the Holder’s continued
      service over a period of time with the Company or (ii) any other criteria,
      as specified in the Award Agreement.  If the specified
      conditions are not attained, the Holder shall forfeit the portion of the
      Award with respect to which those conditions are not attained, and the
      underlying Common Stock shall be forfeited to the
  Company.

            


    

    


    
      	
              9.4

            	
              At
      the end of the Restriction Period, if all such conditions have been
      satisfied, the Holder shall be entitled to receive a share of Common Stock
      for each share underlying the Restricted Stock Unit Award that is now free
      from restriction and such number of shares delivered to the Holder (or,
      where appropriate, the Holder’s legal representative).  The
      Board may, in its sole discretion, accelerate the vesting of Restricted
      Stock Units.

            


    

    


    10.  Changes
in Capitalization; Changes of Control; Settlement of Awards

    


    
      	
              10.1

            	
              Adjustment for Changes
      in Capitalization:  To prevent the dilution or
      enlargement of benefits or potential benefits intended to be made
      available under the Plan, in the event of any corporate transaction or
      event such as a stock dividend, recapitalization, stock split, reverse
      stock split, reorganization, merger, consolidation, spin-off, combination
      or other similar corporate transaction or event affecting the Common Stock
      with respect to which Awards have been or may be issued under the Plan
      (any such transaction or event, a “Transaction”), then the Board shall, in
      such manner as the Board deems equitable:  (A) make a
      proportionate adjustment in 1) the maximum number and type of securities
      as to which awards may be granted under this Plan, 2) the number and type
      of securities subject to outstanding Awards, 3) the grant or exercise
      price with respect to any such Award, and 4) the per individual
      limitations on the number of securities that may be awarded under the Plan
      (any such adjustment, an “Antidilution Adjustment”); provided, in each
      case, that with respect to all Options, no such adjustment shall be
      authorized to the extent that such adjustment violates the provisions of
      Treasury Regulation 1.424-1 and Section 409A of the Code or any successor
      provisions; and the number of shares of Common Stock subject to any Award
      denominated in shares shall always be a whole number; or (B) cause any
      Award outstanding as of the effective date of the Transaction to be
      cancelled in consideration of a cash payment or alternate Award (whether
      from the Company or another entity that is a participant in the
      Transaction) or a combination thereof made to the holder of such cancelled
      Award substantially equivalent in value to the fair market value of such
      cancelled Award.  The determination of fair market value shall
      be made by the Board, as the case may be, in their sole
      discretion.  Any adjustments made hereunder shall be binding on
      all Holders.

            


    

    


    
      	
              10.2

            	
              Changes in
      Control:  In the event of a Change of Control of the
      Company, the Board may, on a Holder by Holder basis, take any of the
      following actions, either singly or in
  combination:

            


    

     

    
      	
            	
              (a)

            	
              
                
                  accelerate
      the vesting of all outstanding Options issued under the Plan that remain
      unvested and terminate the Option immediately prior to the date of any
      such transaction;

                

              

            


    

     

    
      	
            	
              (b)

            	
              
                
                  fully
      vest and/or accelerate the Restriction Period of any
      Awards;

                

              

            


    

     

    
      	
            	
              (c)

            	
              
                
                  terminate
      the Award prior to any such Change of
  Control;

                

              

            


    

     

    
      	
            	
              (d)

            	
              
                
                  cancel
      and/or redeem any outstanding Awards with respect to all Common Stock for
      which the Award remains unexercised or for which the Award is subject to
      forfeiture in exchange for a cash payment of an amount determined by the
      Board;

                

              

            


    

     

    
      	
            	
              (e)

            	
              
                
                  require
      that the Award be assumed by any successor corporation or that awards for
      shares of other interests in the Company or any other entity be
      substituted for such Award;
or

                

              

            


    

     

    
      	
            	
              (f)

            	
              
                
                  take
      such other action as the Board shall determine to be reasonable under the
      circumstances provided, however, that no action shall be taken with
      respect to any Option or SAR that would create a modification, extension
      or renewal of such Option or SAR, except as may be permitted in applicable
      Treasury Regulations.

                

              

            


    

     

    
    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
application of the foregoing provisions, including, without limitation, the
issuance of any substitute Awards, shall be determined in good faith by the
Board in its sole discretion.

    


    
      	
              10.3

            	
              Limitation on Change
      of Control Payments:  Notwithstanding anything in Section
      10.2 above to the contrary, if, with respect to a Holder, the acceleration
      of the exercisability and/or vesting of an Award or the payment of cash in
      exchange for all or part of an Award as provided in Section 10.2 above
      (which acceleration or payment could be deemed a “payment” within the
      meaning of Section 280G(b)(2) of the Code), together with any other
      payments which such Holder has the right to receive from the Company or
      any corporation which is a member of an “affiliated group” (as defined in
      Section 1504(a) of the Code without regard to Section 1504(b) of the Code)
      of which the Company is a member, would constitute a “parachute payment”
      (as defined in Section 280G(b)(2) of the Code), then the acceleration of
      exercisability and/or vesting and the payments to such Holder pursuant to
      Section 9.2 above shall be reduced to the extent or amount as, in the sole
      judgment of the Board, will result in no portion of such payments being
      subject to the excise tax imposed by Section 4999 of the
    Code.

            


    

    


    11.  Effective
Date, Termination and Amendment

    


    The Plan
became effective on June 1, 2006 following the approval of the shareholders of
Hibbett Sporting Goods, Inc. on May 31, 2006.  The Plan shall remain
in full force and effect until the earlier of June 1, 2016, or the date it is
terminated by the Board.  The Board shall have the power to amend,
suspend or terminate the Plan at any time.  Termination of the Plan
pursuant to this Section 10 shall not affect Awards outstanding under the Plan
at the time of termination.  Amendments to this Plan shall be subject
to shareholder approval to the extent such approval is required by applicable
law or applicable requirements of any securities exchange or similar
entity.

    


    12.  Transferability

    


    Except as
otherwise permitted by the Board,

     

    
      	
            	
              (a)

            	
              
                
                  
                    Awards
      under the Plan are not transferable except as designated by the Holder by
      will, by the laws of descent and distribution or by a beneficiary form
      filed with the
Company.

                  

                

              

            


    

     

    
      	
            	
              (b)

            	
              
                
                  
                    Awards
      may be exercised or claimed on behalf of a deceased Holder or other person
      entitled to benefits under the Plan by the beneficiary of such Holder or
      other person if the Company has a valid designation of such beneficiary on
      file, or otherwise by the personal legal representative of such Holder or
      other person.

                  

                

              

            


    

     

    13.  General
Provisions

    


    
      	
              13.1

            	
              No Implied
      Rights:  Nothing in the Plan or any Award granted
      pursuant to the Plan shall be deemed to create any obligation on behalf of
      the Board to nominate any Non-Employee Director for re-election to the
      Board by the Company’s shareholders.  Neither a Holder nor any
      other person shall, by reason of participation in the Plan, acquire any
      right in or title to any assets, funds or property of the Company
      whatsoever, including, without limitation, any specific funds, assets, or
      other property which the Company, in its sole discretion, may set aside in
      anticipation of a liability under the Plan.  A Holder shall have
      only a contractual right to the Common Stock or amounts, if any, payable
      under the Plan, unsecured by any assets of the Company, and nothing
      contained in the Plan shall constitute a guarantee that the assets of the
      Company shall be sufficient to pay any benefits to any
      person.  Except as otherwise provided in the Plan, no Award
      under the Plan shall confer upon the Holder any rights as a shareholder of
      the Company prior to the date on which the individual fulfills all
      conditions for the receipt of such
rights.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              13.2

            	
              Settlement of
      Awards:  The obligation to make payments and
      distributions with respect to Awards may be satisfied through cash
      payments, the delivery of shares of Common Stock, the granting of
      replacement Awards, or combination thereof as the Board shall
      determine.  In lieu of issuing a fraction of a share upon any
      exercise of an Award, the Company will be entitled to pay to the Holder an
      amount equal to the fair market value of such fractional share. 
      Satisfaction of any obligations under an Award which is sometimes referred
      to as "settlement" of the Award, may be subject to such conditions,
      restrictions and contingencies as the Board shall determine.  The
      Board may permit or require the deferral of any Award payment, subject to
      such rules and procedures as it may establish, which may include
      provisions for the payment or crediting of interest or dividend
      equivalents, and may include converting such credits into deferred Common
      Stock equivalents provided that such rules and procedures satisfy the
      requirements of Section 409A of the Code.  No deferral is
      permitted for Options or SARs.

            


    

    


    
      	
              13.3

            	
              Withholding:  Holders
      shall be responsible to make appropriate provision for all taxes required
      to be withheld in connection with any Award or the transfer of shares of
      Common Stock pursuant to this Plan.  Such responsibility shall
      extend to all applicable Federal, state, local or foreign withholding
      taxes.  The Board may condition the delivery of any shares or
      other benefits under the Plan on satisfaction of the applicable
      withholding obligations.  The Board, it its discretion, and
      subject to such requirements as the Board may impose prior to the
      occurrence of such withholding, may permit such withholding obligations to
      be satisfied through cash payment by the Holder, through the surrender of
      shares of Common Stock which the Holder already owns, or through the
      surrender of shares of Common Stock to which the Holder is otherwise
      entitled under the Plan.

            


    

    


    
      	
              13.4

            	
              Governing
      Law:  To the extent that Federal laws do not otherwise
      control, the Plan and all determinations made and actions taken pursuant
      hereto shall be governed by the law of the State of Delaware and construed
      accordingly.

            


    

    


    
      	
              13.5

            	
              Award
      Agreement:  An Award under the Plan shall be subject to
      such terms and conditions, not inconsistent with the Plan, as the Board
      shall, in its sole discretion, prescribe.   The terms and
      conditions of any Award to any Holder shall be reflected in such form of
      written documents as is determined by the Board.  A copy of such
      document shall be provided to the Holder, and the Board may, but need not
      require that the Holder sign a copy of such document.  Such
      document is referred to in the Plan as an “Award Agreement” regardless of
      whether any Holder signature is
required.

            


    

    


    
      	
              13.6

            	
              Application of Code
      Section 409A:  Any Award granted under this Plan shall be
      provided or made in a manner and at such time, in such form and subject to
      such election procedures (if any), as complies with the applicable
      requirements of Section 409A of the Code to avoid a plan failure described
      in Section 409A(a)(1).  Notwithstanding any other provision
      hereof or document pertaining hereto, the Plan shall be so construed and
      interpreted to meet the applicable requirements of Section 409A of the
      Code to avoid a plan failure described in Section 409A(a)(1) of the
      Code.

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    END
OF EXHIBIT 10.4