ex10_3-ddp.htm


    EXHIBIT
10.3

    


    HIBBETT
SPORTS, INC.

    Amended
and Restated

    2005
DIRECTOR DEFERRED COMPENSATION PLAN

    First
Amendment November 16, 2006

    Second
Amendment February 9, 2007

    Third
Amendment November 19, 2008

     

    

      1.      Plan Administration and
Eligibility.

    

    
    

    


    1.1.           Purpose.  The
purpose of the Hibbett Sports, Inc. (the “Company”) 2005 Director Deferred
Compensation Plan (the “Plan”) is to advance the interests of the Company and
its shareholders by attracting and retaining the highest quality of experienced
persons as Directors and to further align the interests of the Directors with
the interests of the Company’s shareholders.

    


    1.2.           Eligibility.  Each
member of the Board of Directors (an “Eligible Director”) of the Company is
eligible to participate in the Plan.

    


    1.3.           Administration.  The
Plan shall be administered, construed and interpreted by the Board of Directors
of the Company.  Pursuant to such authorization, the Board of
Directors shall have the responsibility for carrying out the terms of the Plan,
including but not limited to the determination of the amount and form of payment
of the annual retainer and any additional fees payable by the Company to an
Eligible Director for his or her services as a director (the “Fees,” which shall
not include reimbursements or other payments not for services
rendered).  To the extent permitted under the securities laws
applicable to compensation plans including, without limitation, the requirements
of Section 16(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or under the Internal Revenue Code of 1986, as amended (the
“Code”), a committee of the Board of Directors, or a subcommittee of any
committee, may exercise the discretion granted to the Board under the Plan,
provided that the composition of such committee or subcommittee shall satisfy
the requirements of Rule 16b-3 under the Exchange Act, or any successor rule or
regulation.  The Board of Directors may also designate a plan
administrator to manage the record keeping and other routine administrative
duties under the Plan.

    


    2.      Stock Subject to the
Plan.

    


    2.1.           Number of
Shares.  The maximum number of shares of the Company’s $0.01
par value Common Stock (“Common Stock” or “Shares”) which may be issued pursuant
to this Plan shall be seventy-five thousand (75,000) Shares, subject to
adjustment as provided in Section 5.4.  Such amount does not include
Shares issuable upon exercise of stock options which may be granted pursuant to
Section 4, which are subject to the limits contained in the respective plans
under which such options are granted.

    


    2.2.           Share
Issuance.  To satisfy the requirements of Section 3, the
Company may issue new Shares or reissue Shares previously repurchased by or on
behalf of the Company.

    


    2.3.           General
Restrictions.  Delivery of Shares under Section 3 of the Plan
shall be subject to the following:

    


    (a)           Notwithstanding
any other provision of the Plan, the Company shall have no liability to deliver
any Shares under the Plan or make any other distribution of benefits under the
Plan unless such delivery or distribution  would comply with all
applicable laws (including, without limitation, the requirements of the
Securities Act of 1933), and the applicable requirements of any securities
exchange or similar entity.

    


    (b)           To
the extent that the Plan provides for issuance of stock certificates to reflect
the issuance of Shares, the issuance may be affected on a non-certificated
basis, to the extent no prohibited by applicable law or the applicable rules of
any stock exchange.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.4.           Tax
Withholding.  The Board may condition the delivery of any
Shares or other benefits under the Plan on satisfaction of any applicable
withholding obligations.  The Board, in 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 participating Eligible Director (“Participant”), through the
surrender of Shares which the Participant already owns, or through the surrender
of Shares to which the Participant is otherwise entitled under the
Plan.

     

    3.      Deferred
Compensation.

     

    
      3.1.           Deferral of
Fees.

    

    


    
    

    
    

    (a)           Any
Eligible Director may elect to defer in either cash or Shares all or a portion
of the fees earned during any calendar year by delivering a deferral election
(the “Deferral Election”) to the Company not later than (i) December 31 of the
year immediately preceding the year to which the Deferral Election relates, or
(ii) with respect to an Eligible Director’s first year or partial year of
service as a director, thirty days following the date on which such director
first became a director, but only for Fees earned after such election is
made.  The Deferral Election shall specify the amount or portion of the
Fees to be deferred; whether and to what extent such Fees are to be deferred in
cash or in Shares; the manner of payment with respect to such deferred amounts;
and the date on which the deferred amounts shall be paid and whether paid in
lump sum or in which installment payment shall commence.  An election to
defer Fees shall remain in force for such calendar year thereafter until changed
or revoked by the director by written notice to the Company not later than
December 31 immediately preceding the year to which such change or revocation
relates.  A Deferral Election to delay the timing or change the form of
payment cannot take effect for at least twelve (12) months and shall be made at
least twelve (12) months prior to the first scheduled payment.  A Deferral
Election may not be changed or revoked after the beginning of the year to which
it relates.

    


    (b)           For
the year in which the Plan is first implemented, any Eligible Director may make
an election to defer Fees for services to be performed subsequent to such
election within 30 days after the effective date set forth in Section
5.1.

    


    3.2.           Accounts; Interest and
Dividend Credits.  On the first day of each calendar quarter
(the “Credit Date”), an Eligible Director who elects to defer his or her Fees
shall receive a credit to his or her deferred compensation accounts (the
“Deferred Compensation Accounts”) under the Plan as hereinafter
provided.  Any portion of a Participant’s Fees which are deferred in
cash shall be credited to the Participant’s Cash Deferral
Account.  The amount of the credit shall equal the amount of Fees
deferred in cash by the Participant during the immediately preceding calendar
quarter.  Any portion of a Participant’s Fees which are deferred in
Shares shall be credited to the Participant’s Deferred Stock
Account.  The amount of the credit to such Deferred Stock Account
shall be the number of Shares (rounded to the nearest one hundredth of a Share)
determined by dividing the amount of the Participant’s Fees deferred in Shares
during the immediately preceding quarter by the closing price of a Share as
reported on the principal stock exchange where the Common Stock is listed on the
Credit Date or, if there is no trading on such exchange on the Credit Date, on
the immediately preceding trading day.

    


    On the
first day of each calendar quarter, an amount shall be credited to each
Participant’s Cash Deferral Account equal to the Interest Rate (as hereinafter
defined) on the balance credited to the Cash Deferral Account during the
immediately preceding calendar quarter.  Interest shall accrue on the
balance of each Participant’s Cash Deferral Account commencing with the date the
first payment is credited thereto and ending with the final payment
therefrom.  For this purpose, “Interest Rate” shall mean, with respect
to any calendar quarter, 30-year Treasury Bond Rate than in effect.

    


    Each time
any dividend is paid on the Stock, a Participant who has a positive balance in
his or her Deferred Stock Account shall receive a credit to such
Account.  The amount of the dividend credit shall be the number of
Shares (rounded to the nearest one-hundredth of a Share) determined by
multiplying the dividend amount per Share by the number of Shares credited to
the Participant’s Deferred Stock Account as of the record date for the dividend
and dividing the product by the closing price per Share reported on the
principal stock exchange where the Common Stock is listed on the dividend
payment date.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.3.           Payment.

    


    (a)           An
Eligible Director’s Deferred Compensation Accounts shall be paid to the director
(or, in the event of death, to his or her designated beneficiary or estate)
according to his or her Deferral Election; provided however, notwithstanding the
Deferral Election distributions shall commence as soon as practicable following
the date on which the director ceases to serve as a director of the
Company.  If an Eligible Director’s Cash Deferral Account is paid in
installments, the amount of each installment shall be (1) the balance of the
Cash Deferral Account on the Distribution Date divided by the number of
installments plus (2) interest credits.  A cash payment will be made
with the final installment for any fraction of a share of Common Stock credited
to the Eligible Director’s Deferred Stock Account.

    


    (b)           Upon
the death of an Eligible Director, the Company shall pay any remaining benefits
as a single lump sum within 90 days following the date of death.

    


    (c)           A
lump sum payment and the first payment in a series of installment payments shall
be paid no later than: (i) the end of the calendar year in which the
Distribution Date occurs, or (ii) if later, the 15th day of
the third month following the Distribution Date.  Subsequent
installment payments shall be paid on the anniversary date of the first
payment.

    


    (d)           An
Eligible Director’s continued service as an employee of the Company is not taken
into account in determining whether such director is entitled to a payment under
this Plan upon his resignation from the Board.

    


    (e)           Except
as provided in Treasury Regulation section 1.409A-3(j), no acceleration in the
time or schedule of any payment or amount scheduled to be paid from an Eligible
Director’s Account is permitted.

    


    3.4.           Designation of
Beneficiary.  Each Eligible Director may designate in writing a
beneficiary to receive such portion, if any, of the director’s Deferred
Compensation Accounts as remains unpaid at the director’s death.  In
the absence of a valid beneficiary designation, that portion, if any, of an
Account remaining unpaid at the director’s death shall be paid to his or her
estate.

    


    3.5.           Nature of
Promise.  The Company shall not be required to segregate or
earmark any funds or Shares in respect of its obligations under Section 3 of the
Plan.  No Eligible Director nor any other person shall have any rights
to any assets of the Company by reason of amounts deferred or benefits accrued
under this Plan, other than as a general unsecured creditor of the
Company.  The Plan constitutes a mere promise by the Company to make
payments in the future and is unfunded for purposes of Title I of ERISA and for
tax purposes.  The Company shall make available as and when required a
sufficient number of Shares of Common Stock to meet the requirements arising
under the Plan.

    


    3.6.           No
Assignment.  Rights to benefits under this Section 3 of the
Plan may not be assigned, sold, transferred, encumbered, pledged or otherwise
alienated, attached, garnished, or anticipated, other than in accordance with
the beneficiary designation provisions of Sections 3.4 above.

     

    
      4.      Stock
Options.



    
    

    4.1.           Election to Receive
Options.  An Eligible Director may elect that any portion of
his or her Fees not deferred under Section 3 above shall be paid in the form of
options to purchase the Company’s Common Stock (“Options”).

    


    4.2.           Time and Method of Election,
Change or Revocation.  An election pursuant to Section 4.1 or
any decision to change or revoke such election shall be governed by the same
timing and other requirements set forth in Section 3 with respect to deferral of
Fees.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.3.           Option
Terms.  Options shall be “non-qualified” stock options subject
to the terms and conditions of: (i) the Company’s primary stock option plan for
employees of the Company or a subsidiary Plan, for Eligible Directors who are
such employees, and (ii) the Company’s primary stock option plan for
non-employee directors, for all other Eligible Directors, to the same extent as
if originally issued under such plans.  All of the provisions of the
respective plan (e.g. terms, conditions, plan administration and otherwise)
shall govern such Options, except that the issuance of Shares shall be debited
from the amount authorized under this Plan in Section 2.1 hereof rather than the
respective plan.  Options shall be issued as of the Credit Date
and reflect an exercise price and other terms established according to the
provisions of such plans.  The Options shall be fully vested when
issued and the term of such Options shall be ten (10) years.

    


    4.4.           Determination of Option
Amount.  The number of Options issued to an Eligible Director
under this Section 4 as of any Credit Date shall equal (i) the dollar amount of
the portion of his or her Fee which is to be paid in Options on such Credit Date
divided by (ii) thirty-three percent (33%) of the closing price of a Share as
reported on the principal stock exchange where the Common Stock is listed on the
Credit Date or, if there is no trading on such exchange on the Credit Date, on
the immediately preceding trading day.

     

    
      5.      General
Provisions.

    

    
    

    


    5.1.           Effective Date of This
Plan.  This Plan is effective July 1, 2005 and the shareholders
of Hibbett Sporting Goods, Inc. approved the Plan on May 31, 2005.

    


    5.2.           Duration of This
Plan.  This Plan shall remain in effect, unless earlier
terminated or superceded, until June 30, 2015.

    


    5.3.           Amendment of This
Plan.  The Board of Directors may suspend or discontinue this
Plan or revise or amend it in any respect, provided, however, that: (i) without
approval of the Company’s shareholders, no revision or amendment shall (x)
change the total number of Shares subject to this Plan (except as provided in
Section 5.4), (y) change the designation of the class of directors eligible to
participate in the Plan, or (z) materially increase the benefits accruing to
participants under or the cost of this Plan to the Company and (ii) the Plan
shall not be terminated unless such termination is permitted and administered in
accordance with Treasury Regulation section
1.409A-3(j)(4)(ix).  Moreover, in no event may Plan provisions be
amended more than once every 6 months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act, or the rules
and regulations thereunder.

    


    5.4.           Changes in
Shares.  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 Shares which 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 which may be issued under this Plan, and
2) the number and type of securities subject to outstanding accounts (any such
adjustment, an “Antidilution Adjustment”); provided, in each case, that the
number of shares subject to any account denominated in shares shall always be a
whole number; or (B) cause any right to receive Shares outstanding as of the
effective date of the Transaction to be cancelled in consideration of a cash
payment or alternate form of equity settlement (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 right substantially equivalent in
value to the fair market value of such cancelled right.  The
determination of fair market value shall be made by the Board of Directors in
their sole discretion.  Any adjustments made hereunder shall be
binding on all Participants.  Notwithstanding the foregoing, any
Antidilution Adjustments to be made to outstanding Options shall be as provided
for in the terms of the appropriate plan.  A cancellation of a stock
right or shares in exchange for a cash payment or other settlement is only
permitted is such payment or settlement does not result in an impermissible
acceleration of benefits under Section 409A.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.5.           Change of
Control.  Upon a Change of Control (as defined below), any
outstanding balance in an Eligible Director’s Cash Deferral Account shall be
paid in a lump sum and any outstanding balance in an Eligible Director’s
Deferred Stock Account shall be distributed in shares of Common Stock if the
Eligible Director ceases to serve as a director of the Company or a surviving
company after the date of the Change of Control.   For purposes
of the Plan, the term Change of Control includes:  (i) a change in the
ownership of the Company, (ii) a change in effective control of the Company, or
(iii) a change in the ownership of a substantial portion of the assets of the
Company.   A change in the ownership of the Company occurs on the
date that any one person, or more than one person, acting as a group, acquires
ownership of stock of the Company that, together with stock held by such person
or group constitutes more than 50% of the total fair market value or total
voting power of the stock of the Company.   A change in the
effective control of the Company occurs only on (i) the date any one person or
group acquires (or has acquired during the 12 month period ending on the date of
the most recent acquisition) ownership of stock of the Company possessing 30% or
more of the total voting power of the stock, or (ii) the date a majority of the
members of the Company’s Board is replaced during any 12 month period by
directors whose appointment or election is not endorsed by a majority of the
members of the Company’s Board before the date of the appointment or
election.  A change in the ownership of a substantial portion of the
assets of the Company occurs on the date that any one person or group acquires
assets from the Company that have a total gross fair market value equal to or
more than 70% of the total gross fair market value of all the assets of the
Company immediately before such acquisition.  This definition of
Change in Control shall be interpreted in a manner that is consistent with
Treasury Regulation section 1.409A-3(i)(5).

    


    5.6.           Limitation of
Rights.

    


    (a)           No Right to Continue as a
Director.  Neither this Plan, nor the granting of an Option
under this Plan, nor any other action taken pursuant to this Plan shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time, or at any
particular rate of compensation.

    


    (b)           No Shareholders’
Rights.  Except as specifically provided by the Plan, a
participant in the Plan shall have no rights as a shareholder with respect to
the Deferred Stock Account until the date of the issuance to him or her of a
stock certificate therefore.

    


    5.7.           Notice.  Any
written notice to the Company required by any of the provisions of this Plan
shall be addressed to the secretary of the Company and shall become effective
when it is received.

    


    5.8.           Shareholder Approval and
Registration Statement.  This Plan shall be approved by the
Board of Directors and submitted to the Company’s shareholders for
approval.  Any options granted under this Plan prior to effectiveness
of a registration statement filed with the Securities and Exchange Commission
covering the Shares to be issued hereunder shall not be exercisable until, and
are expressly conditional upon, the effectiveness of a registration statement
covering the Shares.

    


    5.9.           Governing
Law.  This Plan and all determinations made and actions taken
pursuant hereto shall be governed by and construed in accordance with the laws
of the State of Delaware.

    


    5.10.           Severability.  If
any term or provision of this Plan or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, then the
remainder of the Plan, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision hereof
shall be valid and be enforced to the fullest extent permitted by applicable
law.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.11.           Section 409A of the
Code.

    


    (a)           Any
benefit, payment or other right provided by the 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 Code
section 409A to avoid a plan failure described in Code section 409A(a)(1),
including without limitation, deferring payment until the occurrence of a
specified payment event described in Code section
409A(a)(2).  Notwithstanding any other provision hereof or document
pertaining hereto, the Plan shall be so construed and interpreted to meet the
applicable requirements of Code section 409A to avoid a plan failure described
in Code section 409A(a)(1).

    


    (b)           It
is specifically intended that all elections, consents and modifications thereto
under the Plan will comply with the requirements of Code section 409A (including
any transition or grandfather rules thereunder).  The Company is
authorized to adopt rules or regulations deemed necessary or appropriate in
connection therewith to anticipate and/or comply the requirements of Code
section 409A (including any transition or grandfather rules thereunder and to
declare any election, consent or modification thereto void if non-compliant with
Code section 409A.

    


    (c)           Pursuant
to Section 3.01(B)(1).02 of Internal Revenue Notice 2007-86 (“Transition
Relief”), the Company shall permit Participants to modify their existing
deferral elections previously made pursuant to the Plan to reflect new deferral
elections regarding the time and form of payment of benefits under the Plan to
the full extent permitted by, and in accordance with, the Transition
Relief.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    END
OF EXHIBIT 10.3