ex10-1.htm


    Exhibit
10.1

    


    HIBBETT
SPORTS, INC.

    NON-EMPLOYEE
DIRECTOR NON-QUALIFIED OPTION AGREEMENT

    (FULL
VESTING)

    


    NOTE:
This document incorporates the accompanying Grant Letter, and together they
constitute a single Agreement which governs the terms and conditions of your
Option in accordance with the Company’s Amended 2006 Non-Employee Director
Equity Plan.

    


    THIS
AGREEMENT (“Agreement”), is effective as of the Grant Date specified in the
accompanying Grant Letter, by and between the Participant and Hibbett Sports,
Inc. (“Company”).

    


    A.           The Company maintains the Amended 2006
Non-Employee Director Equity Plan (“NEDEP” or “Plan”).

    


    B.           The
Participant is entitled to receive an Option Award under the Plan.

    


    C.           Key
terms and important conditions of the Award are set forth in the cover letter
(“Grant Letter”) which was delivered to the Participant at the same time as this
document. This Agreement contains general provisions relating to the
Award.

    


    IT IS
AGREED, by and between the Company and the Participant, as follows:

     

    1.           Term
of Award. The following terms used in this Agreement shall have the
meanings set forth in this paragraph 1: 

     


    (a)           The
“Participant” is the individual named in the Grant
Letter.

    (b)           The “Grant Date” is
the date of the Grant Letter.

    (c)           The
“Covered Shares” is that number of shares of the Company’s Stock specified in
the Grant Letter.

    (d)           The “Exercise Price” is the price per
common share set forth in the Grant Letter.

    


    Other
terms used in this Agreement are defined pursuant to paragraph 8 or elsewhere in
this Agreement.

    


    2.           Award and Exercise
Price. This Agreement specifies the terms of the option (the “Option”)
granted to the Participant to purchase the number of Covered Shares at the
Exercise Price per share. The
Option is not an “incentive stock option” as that term is used in Code section
422.

    


    3.           Date of Exercise.
Subject to the limitations of this Agreement, the Option shall be exercisable
according to the schedule set forth on the Grant Letter.

    


    4.           Expiration. The
Option shall not be exercisable after the Company’s close of business on the
last business day prior to the Expiration Date. The “Expiration Date” shall be
tenth (10th anniversary of the Grant Date.

    


    5.           Method of
Option Exercise.

    


    (a)           Subject
to the terms of this Agreement and the Plan, the Option may be exercised in
whole or in part by filing a written notice with the Chief Financial Officer (or
such other party as the Company may designate) of the Company at its corporate
headquarters prior to the Company’s close of business on the last business day
that occurs prior to the Expiration Date. Such notice shall specify the number
of Covered Shares which the Participant elects to purchase, and shall be
accompanied by payment of the Exercise Price for such shares of Stock indicated
by the Participant’s election.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Payment
shall be by cash or by check payable to the Company. Except as otherwise
provided by the Board before the Option is exercised; (i) all or a portion of
the Exercise Price may be paid by the Participant by delivery of shares of Stock
that have been owned by the Participant for at least six (6) months and are
otherwise acceptable to the Board having an aggregate Fair Market Value (valued
as of the date of exercise) that is equal to the amount of cash that would
otherwise be required; and (ii) the Participant may pay the Exercise Price by
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.

    


    (c)           The
Option shall not be exercisable if and to the extent the Company determines that
such exercise would violate applicable state or Federal securities laws or the
rules and regulations of any securities exchange on which the Stock is traded.
If the Company makes such a determination, it shall use all reasonable efforts
to obtain compliance with such laws, rules and regulations. In making any
determination hereunder, the Company may rely on the opinion of counsel for the
Company.

    


    6.           Withholding. All
deliveries and distributions under this Agreement are subject to withholding of
all applicable taxes. The Company is entitled to (a) withhold and deduct from
future fees of the Participant (or from other amounts due to Participant) or
make other arrangements for the collection of all legally required amounts
necessary to satisfy such withholding or (b) require the Participant promptly to
remit such amounts to the Company. Subject to such rules and limitations as may
be established by the Board from time to time, the withholding obligations
described in this Section 6 may be satisfied through the surrender of shares of
Stock which the Participant already owns, or to which the Participant is
otherwise entitled under the Plan, including shares of Stock to be settled under
this Agreement.

    


    7.           Transferability. The
Option is not transferable and, during the Participant’s life, may be exercised
only by the Participant. Transfers at death are governed by paragraph 9(c)
below.

    


    8.           Definitions.  Except
where the context clearly implies or indicates the contrary, a word, term, or
phrase used in the Plan is similarly used in this Agreement.

    


    9.           Binding
Effect; Heirs and Successors.

    


    (a)           The
terms and conditions of this Agreement shall be effective upon delivery to the
Participant, with or without execution by the Participant.

    


    (b)           This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
Company’s assets and business.

    


    (c)           If
any rights exercisable by the Participant or benefits deliverable to the
Participant under this Agreement have not been exercised or delivered,
respectively, at the time of the Participant’s death, such rights shall be
exercisable by the Designated Beneficiary, and such benefits shall be delivered
to the Designated Beneficiary, in accordance with the provisions of this
Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the Board in
such form and at such time as the Board shall require. If a deceased Participant
fails to designate a beneficiary, or if the Designated Beneficiary does not
survive the Participant, any rights that would have been exercisable by the
Participant and any benefits distributable to the Participant shall be exercised
by or distributed to the legal representative of the estate of the Participant.
If a deceased Participant designates a beneficiary and the Designated
Beneficiary survives the Participant but dies before the Designated
Beneficiary’s exercise of all rights under this Agreement or before the complete
distribution of benefits to the Designated Beneficiary under this Agreement,
then any rights that would have been exercisable by the Designated Beneficiary
shall be exercised by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated Beneficiary shall
be distributed to the legal representative of the estate of the Designated
Beneficiary.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.           Administration. The
authority to manage and control the operation and administration of this
Agreement shall be vested in the Board, and the Board shall have all powers with
respect to this Agreement as it has with respect to the Plan. Any interpretation
of the Agreement by the Board and any decision made by it with respect to the
Agreement is final and binding on all persons. Such powers or decision-making
may be delegated, to the extent permitted by the Plan, to one or more of Board
members or any other person or persons selected by the Board.

    


    11.           Plan Governs.
Notwithstanding anything in this Agreement to the contrary, the terms of this
Agreement shall wholly incorporate and be subject to the terms of the Plan, a
copy of which may be obtained from the Chief Financial Officer of the Company
(or such other party as the Company may designate); and this Agreement is
subject to all interpretations, amendments, rules and regulations promulgated by
the Board from time to time pursuant to the Plan.

    


    12.           No Implied
Rights.

    


    (a)           The
Option will not confer on the Participant any right with respect to continuance
of any service with the Company or any Subsidiary, not will it interfere in any
way with any right the Company or any Subsidiary would otherwise have to
terminate or modify the terms of such Participant’s service at any
time.

    


    (b)           The
Participant shall not have any rights of a shareholder with respect to the
shares subject to the Option, until a stock certificate has been duly issued
following exercise of the Option as provided herein.

    


    14.           Notices. Any written
notices provided for in this Agreement or Plan shall be in writing and shall be
deemed sufficiently given if either hand delivered or if sent by fax or
overnight courier, or by postage paid first class mail. Notices sent by mail
shall be deemed received three business days after mailing but in no event later
than the date of actual receipt. Notices shall be directed, if to the
Participant, at the Participant’s address indicated by the Company’s records, or
if to the Company, at the Company’s principal executive office.

    


    15.           Fractional Shares. In
lieu of issuing a fraction of a share upon any exercise of the Option, resulting
from an adjustment of the Option pursuant to Section 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.

    


    16.           Amendment. This
Agreement may be amended by written agreement of the Participant and the
Company, without the consent of any other person.

    


    17.           Governing Law;
Jurisdiction. This Agreement shall be governed by the law of the State of
Alabama without giving effect to the choice-of-law provisions thereof. The
Circuit Court of the City of Birmingham and the United States District Court,
Northern District of Alabama, Birmingham Division shall be the exclusive courts
of jurisdiction and venue for any litigation, special proceeding or other
proceeding as between the parties that may be brought, or arise out of, in
connection with, or by reason of this Agreement. The parties hereby consent to
the jurisdiction of such courts.

    


    


    


    


    


    


    


    END
OF EXHIBIT 10.1