ex10_2-eip.htm


    EXHIBIT
10.2

    


    HIBBETT
SPORTS, INC.

    Amended
and Restated

    2005
EQUITY INCENTIVE PLAN

    First
Amendment November 16, 2006

    Second
Amendment February 9, 2007

    Third
Amendment November 18, 2008

    


    Section 1.1. PURPOSE. The Hibbett
Sports, Inc. 2005 Equity Incentive Plan (the "Plan") has been established by
Hibbett Sports, Inc. (the "Company") to (i) attract and retain persons eligible
to participate in the Plan; (ii) motivate Participants, by means of appropriate
incentives, to achieve long-range goals; (iii) provide incentive compensation
opportunities that are competitive with those of other similar companies; and
(iv) further identify Participants' interests with those of the Company's other
shareholders through compensation that is based on the Company's common stock;
and thereby promote the long-term financial interest of the Company and its
Member Companies, including the growth in value of the Company's equity and
enhancement of long-term shareholder return.

    


    Section 1.2. PARTICIPATION. Subject to
the terms and conditions of the Plan, the Committee shall determine and
designate, from time to time, from among the Eligible Recipients (including
transferees of Eligible Recipients to the extent the transfer is permitted by
the Plan and the applicable Award Agreement), those persons who will be granted
one or more Awards under the Plan, and thereby become "Participants" in the
Plan.

    


    Section 1.3. OPERATION, ADMINISTRATION,
AND DEFINITIONS. The operation and administration of the Plan, including the
Awards made under the Plan, shall be subject to the provisions of ARTICLE 4
(relating to operation and administration). Capitalized terms in the Plan shall
be defined as set forth in the Plan (including the definition provisions of
Section 8 of the Plan).

    


    ARTICLE
2

    OPTIONS
AND SARS

    


    Section 2.1. DEFINITIONS.

    


    (a)           The
grant of an "Option" entitles the Participant to purchase shares of Stock at an
Exercise Price established by the Committee. Any Option granted under this
ARTICLE 2 may be either an incentive stock option (an "ISO") or a nonqualified
option ("NQO"), as determined in the discretion of the Committee. An "ISO" is an
Option that is intended to satisfy the requirements applicable to an "incentive
stock option" described in section 422(b) of the Code.  A "NQO" is an
Option that is not intended to be an "incentive stock option" as that term is
described in section 422(b) of the Code.

    


    (b)           A
stock appreciation right ("SAR") entitles the Participant to receive, in cash or
Stock (as determined in accordance with Section 2.5), value equal to (or
otherwise based on) the excess of: (a) the Fair Market Value of a specified
number of shares of Stock at the time of exercise; over (b) an Exercise Price
established by the Committee. The Committee may limit the amount that can be
received when a SAR is exercised.

    


    Section 2.2. EXERCISE PRICE. The
"Exercise Price" of each Option and SAR granted under this ARTICLE 2 shall be
established by the Committee or shall be determined by a method established by
the Committee at the time the Option or SAR is granted; except that the Exercise
Price shall not be less than 100% of the Fair Market Value of a share of Stock
on the date of grant (or, if greater, the par value of a share of Stock).
Repricing of Options and SAR Awards granted under this ARTICLE 2 after the date
of grant shall not be permitted.

    


    Section 2.3. EXERCISE.  An
Option and SAR shall be exercisable in accordance with such terms and conditions
and during such periods as may be established by the Committee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 2.4. PAYMENT OF OPTION EXERCISE
PRICE.  The payment of the Exercise Price of an Option granted under
this ARTICLE 2 shall be subject to the following:

    


    (a)           Subject
to the following provisions of this Section 2.4, the full Exercise Price for
shares of Stock purchased upon the exercise of any Option shall be paid at the
time of such exercise (except that, in the case of an exercise arrangement
approved by the Committee and described in paragraph 2.4(c), payment may be made
as soon as practicable after the exercise).

    


    (b)           The
Exercise Price shall be payable in cash or by tendering, by either actual
delivery of shares or by attestation, already-owned shares of Stock acceptable
to the Committee, and valued at Fair Market Value as of the day of exercise, or
in any combination thereof, as determined by the Committee.

    


    (c)           The
Committee may permit a Participant to elect to pay the Exercise Price upon the
exercise of an Option by irrevocably authorizing a third party to sell shares of
Stock (or a sufficient portion of the shares) acquired upon exercise of the
Option and remit to the Company a sufficient portion of the sale proceeds to pay
the entire Exercise Price and any tax withholding resulting from such
exercise.

    


    Section 2.5. SETTLEMENT OF AWARD.
Settlement of Options and SARs is subject to Section 4.7.

    


    ARTICLE
3

    OTHER
STOCK AWARDS

    


    Section 3.1. DEFINITIONS.

    


    (a)           A
"Stock Unit" Award is the grant of a right to receive shares of Stock in the
future.

    


    (b)           A
"Performance Share" Award is a grant of a right to receive shares of Stock or
Stock Units which is contingent on the achievement of performance or other
objectives during a specified period.

    


    (c)           A
"Performance Unit" Award is a grant of a right to receive a designated dollar
value amount of Stock which is contingent on the achievement of performance or
other objectives during a specified period.

    


    (d)           A
"Restricted Stock" Award is a grant of shares of Stock, and a "Restricted Stock
Unit" Award is the grant of a right to receive shares of Stock in the future,
with such shares of Stock or right to future delivery of such shares of Stock
subject to a risk of forfeiture or other restrictions that will lapse upon the
achievement of one or more goals relating to completion of service by the
Participant, or achievement of performance or other objectives, as determined by
the Committee.

    


    Section 3.2. RESTRICTIONS ON AWARDS.
Each Stock Unit Award, Restricted Stock Award, Restricted Stock Unit Award,
Performance Share Award, and Performance Unit Award shall be subject to the
following:

    


    (a)           Any
such Award shall be subject to such conditions, restrictions and contingencies
as the Committee shall determine.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           The
Committee may designate whether any such Award being granted to any Participant
is intended to be "performance-based compensation" as that term is used in
section 162(m) of the Code. Any such Awards designated as intended to be
"performance-based compensation" shall be conditioned on the achievement of one
or more performance measures, to the extent required by Code section 162(m). The
performance measures that may be used by the Committee for such Awards shall be
based on the attainment of any performance goals, as selected by the Committee,
that are related to (i) sales increases (including comparable store sales), (ii)
profits and earnings (including operating income and EBITDA), (iii) cash flow,
(iv) shareholder value or (v) financial condition or liquidity.  Such
goals may be stated in absolute terms, relative to comparison companies or
indices, as increases over past time periods, as ratios (such as earnings per
share), or as returns on any of the foregoing measures over a period of time.
For Awards under this ARTICLE 3 intended to be "performance-based compensation,"
the grant of the Awards and the establishment of the Performance Measures shall
be made during the period required under Code section 162(m).

    


    


    ARTICLE
4

    OPERATION
AND ADMINISTRATION

    


    Section 4.1. EFFECTIVE DATE. The Plan
is effective July 1, 2005 (the “Effective Date”) and the shareholders of Hibbett
Sporting Goods, Inc. approved the Plan on May 31, 2005. The Plan shall be
unlimited in duration and, in the event of Plan termination, shall remain in
effect as long as any Awards under it are outstanding; provided, however, that
no Awards may be granted under the Plan after the ten year anniversary of the
Effective Date (except for Awards granted pursuant to commitments entered into
prior to such ten-year anniversary).

    


    Section 4.2. SHARES SUBJECT TO PLAN.
The shares of Stock for which Awards may be granted under the Plan shall be
subject to the following:

    


    (a)           The
shares of Stock with respect to which Awards may be made under the Plan shall be
shares currently authorized but unissued or currently held or subsequently
acquired by the Company as treasury shares, including shares purchased in the
open market or in private transactions.

    


    (b)           Subject
to the following provisions of this Section 4.2, the maximum number of shares of
Stock that may be delivered to Participants and their beneficiaries under the
Plan shall be equal to the sum of: (i) five hundred thousand (500,000) shares of
Stock; and (ii) any shares of Stock available for future awards under any prior
stock option or incentive plan of the Company (the "Prior Plans") as of the
Effective Date; and (iii) any shares of Stock that are represented by awards
granted under any Prior Plans which are forfeited, expire or are canceled
without delivery of shares of Stock or which result in the forfeiture of the
shares of Stock back to the Company.

    


    (c)           To
the extent provided by the Committee, any Award may be settled in cash rather
than Stock. To the extent any shares of Stock covered by an Award are not
delivered to a Participant or beneficiary because the Award is forfeited or
canceled, or the shares of Stock are not delivered because the Award is settled
in cash or used to satisfy the applicable tax withholding obligation, such
shares shall not be deemed to have been delivered for purposes of determining
the maximum number of shares of Stock available for delivery under the
Plan.

    


    (d)           If
the exercise price of any stock option granted under the Plan or any Prior Plan
is satisfied by tendering shares of Stock to the Company (by either actual
delivery or by attestation), only the number of shares of Stock issued net of
the shares of Stock tendered shall be deemed delivered for purposes of
determining the maximum number of shares of Stock available for delivery under
the Plan.

    


    (e)           Subject
to paragraph 4.2(f), the following additional maximums are imposed under the
Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (i)           The
maximum number of shares of Stock that may be issued by Options intended to be
ISOs shall be one million (1,000,000) shares.

    


    (ii)           The
maximum number of shares that may be covered by Awards granted to any one
individual pursuant to ARTICLE 2 (relating to Options and SARs) shall be one
hundred thousand (100,000) shares during any one calendar year period. If an
Option is in tandem with a SAR, such that the exercise of the Option or SAR with
respect to a share of Stock cancels the tandem SAR or Option right,
respectively, with respect to such share, the tandem Option and SAR rights with
respect to each share of Stock shall be counted as covering but one share of
Stock for purposes of applying the limitations of this paragraph
(ii).

    


    (iii)           The
maximum number of shares of Stock that may be issued in conjunction with Awards
granted pursuant to ARTICLE 3 (relating to Other Stock Awards) shall be one
million (1,000,000) shares.

    


    (iv)           For
Stock Unit Awards, Restricted Stock Awards, Restricted Stock Unit Awards and
Performance Share Awards that are intended to be "performance-based
compensation" (as that term is used for purposes of Code section 162(m)), no
more than thirty thousand (30,000) shares of Stock may be subject to such Awards
granted to any one individual during any one calendar year period. If, after
shares have been earned, the delivery is deferred, any additional shares
attributable to dividends during the deferral period shall be
disregarded.

    


    (v)           For
Performance Unit Awards that are intended to be "performance-based compensation"
(as that term is used for purposes of Code section 162(m)), no more than six
hundred thousand dollars ($600,000) may be subject to such Awards granted to any
one individual during any one calendar year period. If, after amounts have been
earned with respect to Performance Unit Awards, the delivery of such amounts is
deferred, any additional amounts attributable to earnings during the deferral
period shall be disregarded.

    


    (f)           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 Stock with respect to which
Awards have been or may be issued under the Plan (any such transaction or event,
a “Transaction”), then the Committee shall, in such manner as the Committee
deems equitable:  (A) make a proportionate adjustment in 1) the
maximum number and type of securities as to which awards may be granted under
the Plan, 2) the number and type of securities subject to outstanding Awards, 3)
the grant or exercise price with respect to any such Award, 4) the performance
targets and goals appropriate to any outstanding Awards for Performance Shares
or Performance Units, and 5) 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 ISOs,
no such adjustment shall be authorized to the extent that such adjustment would
cause such options to violate Section 422(b) of the Code or any successor
provision; 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;
with respect to all Awards for Performance Shares or Performance Awards, no such
adjustment shall violate the requirements applicable to Awards intended to
qualify for exemption under Section 162(m) of the Code; and the number of shares
of 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
Committee or the Board, as the case may be, in their sole
discretion.  Any adjustments made hereunder shall be binding on all
Participants.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 4.3. GENERAL RESTRICTIONS.
Delivery of shares of Stock or other amounts under 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 of Stock 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 of Stock, the issuance may be affected on a
non-certificated basis, to the extent not prohibited by applicable law or the
applicable rules of any stock exchange.

    


    Section 4.4. TAX WITHHOLDING. All
distributions under the Plan are subject to withholding of all applicable taxes,
and the Committee may condition the delivery of any shares or other benefits
under the Plan on satisfaction of the applicable withholding obligations. The
Committee, in its discretion, and subject to such requirements as the Committee
may impose prior to the occurrence of such withholding, may permit such
withholding obligations to be satisfied through cash payment by the Participant,
through the surrender of shares of Stock which the Participant already owns, or
through the surrender of shares of Stock to which the Participant is otherwise
entitled under the Plan.

    


    Section 4.5. GRANT AND USE OF AWARDS.
In the discretion of the Committee, a Participant may be granted any Award
permitted under the provisions of the Plan, and more than one Award may be
granted to a Participant. Awards may be granted as alternatives to or
replacement of awards granted or outstanding under the Plan, or any other plan
or arrangement of the Company or a Member Company (including a plan or
arrangement of a business or entity, all or a portion of which is acquired by
the Company or a Member Company). Subject to the overall limitation on the
number of shares of Stock that may be delivered under the Plan, the Committee
may use available shares of Stock as the form of payment for compensation,
grants or rights earned or due under any other compensation plans or
arrangements of the Company or a Member Company, including the plans and
arrangements of the Company or a Member Company assumed in business
combinations.

    


    Section 4.6. DIVIDENDS AND DIVIDEND
EQUIVALENTS. An Award (including without limitation an Option or SAR Award) may
provide the Participant with the right to receive dividend payments or dividend
equivalent payments with respect to Stock subject to the Award (both before and
after the Stock subject to the Award is earned, vested, or acquired), which
payments may be either made currently or credited to an account for the
Participant, and may be settled in cash or Stock, as determined by the
Committee. Any such settlements, and any such crediting of dividends or dividend
equivalents or reinvestment in shares of Stock, may be subject to such
conditions, restrictions and contingencies as the Committee shall establish,
including the reinvestment of such credited amounts in Stock
equivalents.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 4.7. 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 Stock, the granting
of replacement Awards, or combination thereof as the Committee shall determine.
In lieu of issuing a fraction of a share upon any exercise of an Award,
resulting from an adjustment of the Award pursuant to paragraph 4.2(f) of the
Plan or otherwise, the Company will be entitled to pay to the Participant 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 Committee shall determine. The Committee 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
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.  Each Member Company shall be liable for payment of cash due
under the Plan with respect to any Participant to the extent that such benefits
are attributable to the services rendered for that Member Company by the
Participant. Any disputes relating to liability of a Member Company for cash
payments shall be resolved by the Committee.

    


    Section 4.8. TRANSFERABILITY. Except as
otherwise permitted by the Committee,

    


    (a)           Awards
under the Plan are not transferable except as designated by the Participant 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 Participant or other person
entitled to benefits under the Plan by the beneficiary of such Participant or
other person if the Company has a valid designation of such beneficiary on file,
or otherwise by the personal legal representative of such Participant or other
person.

    


    Section 4.9. FORM AND TIME OF
ELECTIONS. Unless otherwise specified herein, each election required or
permitted to be made by any Participant or other person entitled to benefits
under the Plan, and any permitted modification, or revocation thereof, shall
comply with Section 409A of the Code and be in writing filed with the Committee
at such times, in such form, and subject to such restrictions and limitations,
not inconsistent with the terms of the Plan, as the Committee shall
require.

    


    Section 4.10. AGREEMENT WITH COMPANY.
An Award under the Plan shall be subject to such terms and conditions, not
inconsistent with the Plan, as the Committee shall, in its sole discretion,
prescribe. The terms and conditions of any Award to any Participant shall be
reflected in such form of written document as is determined by the Committee. A
copy of such document shall be provided to the Participant, and the Committee
may, but need not require that the Participant sign a copy of such document.
Such document is referred to in the Plan as an "Award Agreement" regardless of
whether any Participant signature is required.

    


    Section 4.11. ACTION BY COMPANY OR
MEMBER COMPANY. Any action required or permitted to be taken by the Company or
any Member Company shall be by resolution of its board of directors, or by
action of one or more members of the board (including a committee of the board)
who are duly authorized to act for the board, or (except to the extent
prohibited by applicable law or applicable rules of any stock exchange) by a
duly authorized officer of such company.

    


    Section 4.12. GENDER AND NUMBER. Where
the context admits, words in any gender shall include any other gender, words in
the singular shall include the plural and the plural shall include the
singular.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 4.13. LIMITATION OF IMPLIED
RIGHTS.

    


    (a)           Neither
a Participant 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 or any Member Company whatsoever, including, without limitation, any
specific funds, assets, or other property which the Company or any Member
Company, in its sole discretion, may set aside in anticipation of a liability
under the Plan. A Participant shall have only a contractual right to the Stock
or amounts, if any, payable under the Plan, unsecured by any assets of the
Company or any Member Company, and nothing contained in the Plan shall
constitute a guarantee that the assets of the Company or any Member Company
shall be sufficient to pay any benefits to any person.

    


    (b)           The
Plan does not constitute a contract of employment, and selection as a
Participant will not give any participating employee the right to be retained in
the employ of the Company or any Member Company, nor any right or claim to any
benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan. Except as otherwise provided in the Plan, no Award
under the Plan shall confer upon the holder thereof any rights as a shareholder
of the Company prior to the date on which the individual fulfills all conditions
for receipt of such rights.

    


    Section 4.14. EVIDENCE. Evidence
required of anyone under the Plan may be by certificate, affidavit, document or
other information which the person acting on it considers pertinent and
reliable, and signed, made or presented by the proper party or
parties.

    


    Section 4.15. Section 409A of the
Code.  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),
including without limitation, deferring payment to a specified employee or until
the occurrence of a specified event described in Section 409A(a)(2) of the
Code.  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.

    


    ARTICLE
5

    CHANGE OF
CONTROL

    


    Subject to the provisions of paragraph
4.2(f) (relating to the adjustment of shares), and except as otherwise provided
in the Plan or the Award Agreement reflecting the applicable Award, upon the
occurrence of a Change of Control the following provisions shall
apply:

    


    Section 5.1. ACCELERATION OF VESTING.
If a Change of Control of the Company shall occur, then with respect to
outstanding Awards not already vested and/or exercisable, the Committee, in its
sole discretion, may determine that:

    


    (a)           All
outstanding Options (regardless of whether in tandem with SARs) shall become
fully exercisable.

    


    (b)           All
outstanding SARs (regardless of whether in tandem with Options) shall become
fully exercisable.

    


    (c)           All
Stock Units, Restricted Stock, Restricted Stock Units, and Performance Shares
shall become fully vested.

    


    If the Committee determines to
accelerate any such outstanding Awards, then such Awards shall remain vested
and/or exercisable during the remaining term thereof, regardless of whether the
employment or other status of the Participants with respect to which Awards have
been granted shall continue with the Company or any Member
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 5.2. CASH PAYMENT. Without
limiting the generality of Section 4.7, if a Change of Control of the Company
shall occur, then the Committee, in its sole discretion, and without the consent
of any Participant affected thereby, may determine that some or all Participants
holding outstanding Awards shall receive cash settlements in exchange for
redemption of all or a part of such Awards.

    


    Section 5.3. LIMITATION ON CHANGE OF
CONTROL PAYMENTS. Notwithstanding anything in Section 5.1 or 5.2 above to the
contrary, if, with respect to a Participant, the acceleration of the
exercisability and/or vesting of an Award as provided in Section 5.1 or the
payment of cash in exchange for all or part of an Award as provided in Section
5.2 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 Participant 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 Participant pursuant to Sections 5.1 and 5.2
above shall be reduced to the extent or amount as, in the sole judgment of the
Committee, will result in no portion of such payments being subject to the
excise tax imposed by Section 4999 of the Code.

    


    ARTICLE
6

    COMMITTEE

    


    Section 6.1. ADMINISTRATION. The
authority to control and manage the operation and administration of the Plan
shall be vested in a committee (the "Committee") in accordance with this ARTICLE
6. The Committee shall be selected by the Board, and shall consist solely of two
or more members of the Board who are not employees of the Company or any Member
Company. Unless otherwise determined by the Board, the Compensation Committee of
the Board shall serve as the Committee for purposes of the Plan. If at any time
the Committee does not exist, or for any other reason determined by the Board,
the Board may take any action under the Plan that would otherwise be the
responsibility of the Committee.

    


    Section 6.2. POWERS OF COMMITTEE. The
Committee's administration of the Plan shall be subject to the
following:

    


    (a)           Subject
to the provisions of the Plan, the Committee will have the authority and
discretion to select from among the Eligible Recipients those persons who shall
receive Awards, to determine the time or times of receipt, to determine the
types of Awards and the number of shares covered by the Awards, to establish the
terms, conditions, performance criteria, restrictions, and other provisions of
such Awards, and (subject to the restrictions imposed by ARTICLE 7) to cancel or
suspend Awards.

    


    (b)           To
the extent that the Committee determines that the restrictions imposed by the
Plan preclude the achievement of the material purposes of the Awards in
jurisdictions outside the United States, the Committee will have the authority
and discretion to modify those restrictions as the Committee determines to be
necessary or appropriate to conform to applicable requirements or practices of
jurisdictions outside of the United States.

    


    (c)           The
Committee will have the authority and discretion to interpret the Plan, to
establish, amend, and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any Award Agreement made pursuant to the
Plan, and to make all other determinations that may be necessary or advisable
for the administration of the Plan.

    


    (d)   Any interpretation
of the Plan by the Committee and any decision made by it under the Plan is final
and binding on all persons.

    


    (e)           In
controlling and managing the operation and administration of the Plan, the
Committee shall take action in a manner that conforms to the articles and
by-laws of the Company, and applicable state corporate law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 6.3. DELEGATION BY COMMITTEE.
Except to the extent prohibited by applicable law or the applicable rules of a
stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any 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
Committee at any time.

    


    Section 6.4. INFORMATION TO BE
FURNISHED TO COMMITTEE. The Company and Member Companies shall furnish the
Committee with such data and information as it determines may be required for it
to discharge its duties. The records of the Company and Member Companies as to
an employee's or Participant's employment, termination of employment, leave of
absence, reemployment and compensation shall be conclusive on all persons unless
determined to be incorrect.  Participants and other persons entitled
to benefits under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the terms of the
Plan.

    


    ARTICLE
7

    AMENDMENT
AND TERMINATION

    


    The Board may, at any time, amend or
terminate the Plan, provided that no amendment or termination may, in the
absence of written consent to the change by the affected Participant (or, if the
Participant is not then living, the affected beneficiary), adversely affect the
rights of any Participant or beneficiary under any Award granted under the Plan
prior to the date such amendment is adopted by the Board; and further provided
that adjustments pursuant to paragraph 4.2(f) shall not be subject to the
foregoing limitations of this ARTICLE 7. 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.

    


    ARTICLE
8

    DEFINED
TERMS

    


    In addition to the other definitions
contained herein, the following definitions shall apply:

    


    (a)           Award.
The term "Award" shall mean any award or benefit granted under the Plan,
including, without limitation, the grant of Options, SARs, Stock Unit Awards,
Restricted Stock Awards, Restricted Stock Unit Awards, Performance Unit Awards,
and Performance Share Awards.

    


    (b)           Award
Agreement. The term "Award Agreement" has the meaning assigned in Section
4.10.

    


    (c)           Board.
The term "Board" shall mean the Board of Directors of the Company.

    


    (d)           Change
of Control. The term "Change of Control" shall mean (a) the sale, lease,
exchange or other transfer of all or substantially all of the assets of the
Company (in one transaction or in a series of related transactions) to a
corporation that is not controlled by the Company, (b) the approval by the
shareholders of the Company of any plan or proposal for the liquidation or
dissolution of the Company, (c) a successful tender offer for the Common Stock
of the Company, after which the tendering party holds more than 30% of the
issued and outstanding Common Stock of the Company, or (d) a merger,
consolidation, share exchange, or other transaction to which the Company is a
party pursuant to which the holders of all of the shares of the Company
outstanding prior to such transaction do not hold, directly or indirectly, at
least 70% of the outstanding shares of the surviving company after the
transaction.

    


    (e)           Code.
The term "Code" means the Internal Revenue Code of 1986, as amended. A reference
to any provision of the Code shall include reference to any successor provision
of the Code.

    


    (f)           Committee.
The term "Committee" has the meaning assigned in Section 6.1.

    


    (g)           Company.
The term "Company" has the meaning assigned in Section 1.1.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (h)          Effective
Date. The term "Effective Date" has the meaning assigned in Section
4.1.

    


    (i)           Eligible
Recipient. The term "Eligible Recipient" shall mean any employee of the Company
or a Member Company and any of those consultants and independent contractors of
the Company or a Member Company who are natural persons. An Award may be granted
to an employee, consultant or independent contractor in connection with hiring,
retention or otherwise, prior to the date he or she first performs services for
the Company or the Member Companies, provided that such Awards shall not become
vested prior to the date he or she first performs such services. An Award may
also be granted to an employee, consultant or independent contractor in
connection with the conclusion of such employee, consultant or independent
contractor's performance of services and separation from the Company or its
Member Companies. The effect of discontinuity in an Eligible Recipient's service
with the Company or its Member Companies on any outstanding Award shall be at
the discretion of the Committee.

    


    (j)           Exercise
Price. The term "Exercise Price" has the meaning assigned in Section
2.2.

    


    (k)          Fair
Market Value. For purposes of determining the "Fair Market Value" of a share of
Stock as of any date, the following rules shall apply:

    


    (i)           If
the principal market for the 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.

    


    (ii)           If
sale prices are not available or if the principal market for the Stock is not a
national securities exchange and the Stock is not quoted on the NASDAQ Stock
Market, the average between the highest bid and lowest asked prices for the
Stock on such day as reported on the NASDAQ OTC Bulletin Board Service or by the
National Quotation Bureau, Incorporated or a comparable service.

    


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

    


    (l)           ISO.
The term "ISO" has the meaning assigned in Section 2.1(a).

    


    (m)         Member
Company.  The term “Member Company” means any “parent corporation” or
“subsidiary corporation” (within the meaning of Section 424 of the Code) of the
Company, including a corporation that becomes a Member Company after the
adoption of this Plan, that the Board or Committee designates as a participating
employer in the Plan.

    


    (n)           NQO.
The term "NQO" has the meaning assigned in Section 2.1(a).

    


    (o)           Option.
The term "Option" has the meaning assigned in Section 2.1(a).

    


    (p)           Participant.
The term "Participant" has the meaning assigned in Section 1.2.

    


    (q)           Performance
Unit. The term "Performance Unit" has the meaning assigned in Section
3.1(c).

    


    (r)           Performance
Share. The term "Performance Share" has the meaning assigned in Section
3.1(b).

    


    (s)           Plan.
The term "Plan" has the meaning assigned in Section 1.1.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (t)           Prior
Plan. The term "Prior Plan" has the meaning assigned in Section
4.2(b).

    


    (u)          Restricted
Stock. The term "Restricted Stock" has the meaning assigned in Section
3.1(d).

    


    (v)          Restricted
Stock Unit. The term "Restricted Stock Unit" has the meaning assigned in Section
3.1(d).

    


    (w)          SAR.
The term "SAR" has the meaning assigned in Section 2.1(b).

    


    (x)           Stock.
The term "Stock" shall mean shares of common stock of the Company.

     

    
      (y)          Stock
Unit. The term "Stock Unit" has the meaning assigned in Section
3.1(a).

    

    


    
    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    END
OF EXHIBIT 10.2