ex10_5-cbp.htm


    EXHIBIT
10.5

    


    HIBBETT
SPORTS, INC.

    Amended
and Restated

    2006
EXECUTIVE OFFICER CASH BONUS PLAN

    First
Amendment November 18, 2008

    


    Hibbett Sports, Inc., a Delaware
corporation (the "Company") adopts this 2006 Executive Officer Cash Bonus Plan
(the "Plan") for the purpose of enhancing the Company's ability to attract and
retain highly qualified executives and to provide additional financial
incentives to such executives to promote the success of the Company and its
subsidiaries.

     

    Remuneration payable under the Plan is
intended to constitute "qualified performance-based compensation" for purposes
of Section 162(m) of the Internal Revenue Code of 1986, as amended, and
Section 1.162-27 of the Treasury Regulations promulgated thereunder, and
the Plan shall be construed consistently with such intention. This Plan is in
addition to other compensatory arrangements or plans established for highly
qualified executives by the Compensation Committee.

     

    Section 1.   Definitions.   As
used herein, the following terms shall have the respective meanings
indicated:

     

    a.  "Board" shall mean the
Board of Directors of the Company.

     

    b.  "Code" shall mean 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.

     

    c.  "Committee" shall mean a
committee appointed by the Board to administer the Plan; provided, however, that
in any event the Committee shall be comprised of not less than two directors of
the Company, each of whom shall qualify in all respects as an "outside director"
for purposes of Section 162(m) of the Code and Section 1.162-27(e)(3)
of the Regulations. The Compensation Committee of the Board shall initially
serve as the Committee for purposes of the Plan.

     

    d.  "Company" shall mean
Hibbett Sports, Inc., a Delaware corporation.

     

    e.  "Eligible Executive"
shall mean the Company's Chief Executive Officer and each other executive
officer of the Company or subsidiary that the Committee determines, in its
discretion, is or may be a “covered employee” of the Company within the meaning
of Section 162(m) of the Code and section 1.162-27(c)(2) of the
Regulations.

     

    f.  "Incentive Bonus" shall
mean, for each Eligible Executive, an annual bonus opportunity amount determined
by the Committee pursuant to Section 3 below.

     

    g.  "Regulations" shall mean
the Treasury Regulations promulgated under the Code, as amended from time to
time.

     

    Section 2.  Administration of the
Plan  The Plan shall be administered by the Committee, which
shall have full power and authority to construe, interpret and administer the
Plan and shall have the exclusive right to establish, adjust, pay or decline to
pay the Incentive Bonus for each Eligible Executive. Such power and authority
shall include the right to exercise discretion to reduce by any amount the
Incentive Bonus payable to any Eligible Executive; provided, however, that the
exercise of such discretion with respect to any Eligible Executive shall not
have the effect of increasing the Incentive Bonus that is payable to any other
Eligible Executive.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Section 3. Eligibility. Eligibility
under this Plan is limited to Eligible Executives designated by the Committee in
its sole and absolute discretion.

     

    Section 4. Awards.

     

    a.  Not later than the
90th
day of each fiscal year of the Company, the Committee, in its sole and absolute
discretion, shall designate one or more Eligible Executives as participants in
the Plan for such fiscal year and shall specify the terms and conditions for the
determination and payment of an Incentive Bonus to each such Eligible Executive
for such fiscal year. After the end of such 90-day period, the Committee may
designate additional Eligible Executives so long as, within 30 days following
each such additional designation, the Committee specifies the terms and
conditions for the determination and payment of an Incentive Bonus to such
additional Eligible Executive.

     

    b.  The Committee shall
condition the payment of an Incentive Bonus 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 Incentive Bonus
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.
The Committee shall retain the discretion to reduce the amount of any Incentive
Bonus that would otherwise be payable to an Eligible Executive (including a
reduction in such amount to zero).

     

    c.  The Incentive Bonus
payable to an Eligible Executive with respect to any fiscal year shall not
exceed $1,000,000 for such fiscal year; provided, however, that the maximum
Incentive Bonus payable to any individual who becomes an Eligible Executive
after the end of the 90-day period referred to in subsection (a) of this Section
shall reduced on a pro rata basis for the number of days during the fiscal year
that the individual was not designated as an Eligible Executive.

     

    Section 5.  Committee
Certification.  As soon as reasonably practicable after the end
of each fiscal year of the Company, the Committee shall determine whether the
stated performance goal has been achieved and the amount of the Incentive Bonus
to be paid to each Eligible Executive for such fiscal year and shall certify
such determinations in writing.

     

    Section 6.  Payment of Incentive
Bonuses.  Subject to any election made by an Eligible Executive
with respect to the deferral of all or a portion of his or her Incentive Bonus
that complies with Section 409A of the Code, Incentive Bonuses shall be paid in
cash at such times and on such terms as are determined by the Committee in its
sole and absolute discretion; provided that any cash payment shall occur no
later than the 15th day of
the third month following the  end of the calendar year during which
the Committee certifies the achievement of the performance goals.  Any
Incentive Bonus payable to an Eligible Executive upon his or her termination of
employment shall be paid no earlier than the first business day after the six
month anniversary of termination if such Eligible Executive is a “specified
employee” as provided in Section 409A(a)(2)(i) of the Code.  Whether
the Eligible Executive is a specified employee and whether an amount payable to
the Eligible Executive hereunder is subject to Section 409A of the Code shall be
determined by the Company.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section 7.  No Right to Bonus or
Continued Employment.  Neither the establishment of the Plan,
the provision for or payment of any amounts hereunder nor any action of the
Company, the Board or the Committee with respect to the Plan shall be held or
construed to confer upon any person (a) any legal right to receive, or any
interest in, an Incentive Bonus or any other benefit under the Plan or (b) any
legal right to continue to serve as an officer or employee of the Company or any
subsidiary or affiliate of the Company. The Company expressly reserves any and
all rights to discharge any Eligible Executive without incurring liability to
any person under the Plan or otherwise. Notwithstanding any other provision
hereof and notwithstanding the fact that the stated performance goal has been
achieved or the individual Incentive Bonus amounts have been determined, the
Company shall have no obligation to pay any Incentive Bonus hereunder unless the
Committee otherwise expressly provides by written contract or other written
commitment.

     

    Section 8.  Withholding.  The
Company shall have the right to withhold, or require an Eligible Executive to
remit to the Company, an amount sufficient to satisfy any applicable federal,
state, local or foreign withholding tax requirements imposed with respect to the
payment of any Incentive Bonus.

     

    Section 9.  Nontransferability.  Except
as expressly provided by the Committee, the rights and benefits under the Plan
are personal to an Eligible Executive and shall not be subject to any voluntary
or involuntary alienation, assignment, pledge, transfer or other
disposition.

     

    Section 10.  Unfunded
Plan.  The Company shall have no obligation to reserve or
otherwise fund in advance any amounts that are or may in the future become
payable under the Plan. Any funds that the Company, acting in its sole and
absolute discretion, determines to reserve for future payments under the Plan
may be commingled with other funds of the Company and need not in any way be
segregated from other assets or funds held by the company. An Eligible
Executive's rights to payment under the Plan shall be limited to those of a
general creditor of the Company.

     

    Section 11.  Adoption, Amendment,
Suspension and Termination of the Plan.

     

    a.  Subject to the approval
of the Plan by the holders of the Company’s common stock represented and voting
on the proposal at the 2006 Annual Meeting of Company Stockholders, the Plan
shall be effective for the fiscal year of the Company commencing January 29,
2006 and shall continue in effect until the end of the fiscal year of the
Company commencing in 2016, unless earlier terminated as provided below. Upon
such approval of the Plan by the Company's stockholders, all Incentive Bonuses
awarded under the Plan on or after January 29, 2006 shall be fully effective as
if the stockholders had approved the Plan on or before January 29,
2006.

     

    b.  Subject to the
limitations set forth in this subsection, the Board may at any time suspend or
terminate the Plan and may amend it from time to time in such respects as the
Board may deem advisable; provided, however, that the Board shall not amend the
Plan in any of the following respects without the approval of stockholders then
sufficient to approve the Plan in the first instance:

     

    (1)  To increase the maximum
amount of Incentive Bonus that may be paid under the Plan or otherwise
materially increase the benefits accruing to any eligible Executive under the
Plan;

     

    (2)  To materially modify the
requirements as to eligibility for participation in the Plan;

     

    (3)  To change the material
terms of the stated performance measures.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    c.  No Incentive Bonus may be
awarded during any suspension or after termination of the Plan, and no
amendment, suspension or termination of the Plan shall, without the consent of
the person affected thereby, alter or impair any rights or obligations under any
Incentive Bonus previously awarded under the Plan.

     

    Section 12.  Application of Code Section
409A.  Notwithstanding anything in this Plan to the contrary,
neither the Board nor the Committee nor any Eligible Executive shall take any
action (or omit to take an action) that would, in the opinion of the Board,
cause this Plan to become a “nonqualified deferred compensation plan” as defined
in Section 409A of the Code.

     

    Section 13.  Governing
Law.  The validity, interpretation and effect of the Plan, and
the rights of all persons hereunder, shall be governed by and determined in
accordance with the laws of the State of Delaware, other than the choice of law
rules thereof.

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    END
OF EXHIBIT 10.5