ex10_1-401ksup.htm


    Exhibit
      10.1

    


    HIBBETT
      SPORTS, INC.

    SUPPLEMENTAL
      401(k) PLAN

    Effective
      January 1, 2008

    


    ARTICLE
      I

    


    DEFINITIONS

    


    
      	
              1.01

            	
              Administrator

            


    

    


    Administrator
      means the Director of
      Human Resources, or any other employee designated by the Director of Human
      Resources.

    


    
      	
              1.02

            	
              Account

            


    

    


    Account
      means the account or
      bookkeeping record reflecting a Participant’s interest in the Plan.  A
      Participant may have several Accounts in the Plan.

    


    
      	
              1.03

            	
              Affiliate

            


    

    


    Affiliate
      means any corporation which,
      when considered with Hibbett Sports, Inc., would constitute a controlled group
      of corporations within the meaning of Code section 1563(a), determined without
      regard to Code sections 1563(a)(4) and 1563(e)(3)(C) or any entity, whether
      or
      not incorporated which, when considered with Hibbett Sports, Inc., would
      constitute a controlled group in accordance with Code section 414(c) and
      regulations promulgated thereunder.

    


    
      	
              1.04

            	
              Beneficiary

            


    

    


    Beneficiary
      means the person or entity
      specified by a Participant on forms prescribed by the Company for that
      purpose.  If a Participant does not designate a Beneficiary or if the
      designated Beneficiary predeceases the Participant or is not in existence on
      the
      date of the Participant’s death, then Beneficiary means the Participant’s
      surviving spouse, or if there is no surviving spouse, the executor(s) or
      administrator(s) of the Participant’s estate.

    


    
      	
              1.05

            	
              Board
                of Directors

            


    

    


    Board
      of Directors means the Board of
      Directors of Hibbett Sports, Inc.

    


    
      	
              1.06

            	
              Cause

            


    

    


    Cause
      means the determination by the
      Board in the exercise of its reasonable judgment that the Participant has
      committed an act or acts constituting (a) a felony or other crime involving
      dishonesty, theft or embezzlement, or (b) fraud.

    


    
      	
              1.07

            	
              Change
                in Control

            


    

    


    A
      Change in Control means a change in
      the ownership of the Company, a change in effective control of the Company,
      or 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 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


    
      
        
        

      

      
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    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 more than 40% 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).

    


    
      	
              1.08

            	
              Code

            


    

    


    Code
      means the Internal Revenue Code of
      1986, as amended.  Reference to specific sections of the Code includes
      those sections and any comparable sections of future legislations that modify,
      amend, supplement, supersede or recodify such sections.

    


    
      	
              1.09

            	
              Committee

            


    

    


    Committee
      means the Administrative
      Committee appointed by the Board or the Compensation Committee to administer
      the
      Plan.

    


    
      	
              1.10

            	
              Company

            


    

    


    Company
      means Hibbett Sports, Inc. and
      all of its Affiliates that have adopted the Plan.

    


    
      	
              1.11

            	
              Compensation

            


    

    


    Compensation
      means compensation as
      defined in section 1.16 of the 401(k) Plan without regard to the limit on
      compensation that may be recognized under Code section 401(a)(17) and with
      the
      inclusion of compensation deferred by the Participant pursuant to Plan section
      3.01 for any relevant period.

    


    
      	
              1.12

            	
              Disability

            


    

    


    A
      Participant is considered disabled if
      the Participant is (a) unable to engage in any substantial gainful activity
      by
      reason of any medically determinable physical or mental impairment that can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than 12 months, or (b) by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or can
      be
      expected to last for a continuous period of not less than 12 months, receiving
      income replacement benefits for a period of not less than three months under
      an
      accident and health plan covering employees of the Company.

    


    
      	
              1.13

            	
              Employee

            


    

    


    Employee
      means an individual who is an
      employee of Hibbett Sports, Inc. or an affiliate who has adopted the Plan and
      who is a member of a select group of management or highly compensated employees
      of the Company.

    


    
      	
              1.14

            	
              ERISA

            


    

    


    ERISA
      means the Employee Retirement
      Security Act of 1974, as amended.  References to specific sections of
      ERISA shall include those sections and any comparable sections of future
      legislation that modify, amend, supplement, supersede or recodify such
      sections.

    


    
      	
              1.15

            	
              401(k)
                Plan

            


    

    


    401(k)
      Plan means the Hibbett Sports,
      Inc. 401(k) Plan, as now and hereafter amended.


    
      
        
        

      

      
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              1.16

            	
              Investment
                Fund

            


    

    


    Investment
      Fund means any of the
      investment funds designated under the 401(k) Plan pursuant to Article XIII
      thereof.

    


    
      	
              1.17

            	
              Key
                Employee

            


    

    


    Key
      Employee means an Employee who, as
      of December 31 of any Plan Year, satisfies the requirements of Code Section
      416(i) (without regard to Code section 416(i)(5)).  Such Employee will
      be considered a Key Employee for purposes of the Plan for the 12-month period
      commencing on the next following April 1; provided, however, that an individual
      will not be considered a Key Employee unless at the time of his or her
      Termination of Employment, the Company is considered a public company pursuant
      to Code section 409A.

    


    
      	
              1.18

            	
              Matching
                Contribution

            


    

    


    Matching
      Contribution means the
      Company’s Matching Contribution which matches Salary Deferral Contributions made
      to the Plan on behalf of a Participant as described in section 4.02 of the
      Plan.

    


    
      	
              1.19

            	
              Participant

            


    

    


    Participant
      means an eligible Employee
      who satisfies the requirements of Article II.  A Participant is
      considered an active Participant if such Participant has an election to make
      a
      Salary Deferral Election in effect.  A Participant who does not have a
      Salary Deferral Election in effect or who is no longer an Employee is considered
      an inactive Participant.

    


    
      	
              1.20

            	
              Plan

            


    

    


    Plan
      means the Hibbett Sports, Inc.
      Supplemental 401(k) Plan.

    


    
      	
              1.21

            	
              Plan
                Year

            


    

    


    Plan
      Year means the annual period
      beginning on January 1st and ending on the following December 31st.

    


    
      	
              1.22

            	
              Salary
                Deferral Contribution

            


    

    


    Salary
      Deferral Contribution means a
      Participant’s pre-tax salary deferrals made under the Plan in accordance with
      Plan section 3.01.

    


    
      	
              1.23

            	
              Salary
                Deferral Election

            


    

    


    Salary
      Deferral Election means the
      Employee’s election in writing to defer amounts under the Plan.

    


    
      	
              1.24

            	
              Termination
                of Employment

            


    

    


    Termination
      of Employment means a
      Participant’s separation from service from the Company or any Affiliate, whether
      by retirement or termination, consistent with Code Section 409A and Treasury
      Regulations thereunder.

    


    
      	
              1.25

            	
              Unforeseeable
                Emergency

            


    

    


    Unforeseeable
      Emergency means a
      Participant’s severe financial hardship resulting from an illness or accident of
      the Participant, the Participant’s spouse or of a dependent (as defined in Code
      section 152),


    
      
        
        

      

      
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    loss
      of
      the Participant’s property due to casualty or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the control
      of
      the Participant.  The amount of the distribution on account of an
      Unforeseeable Emergency may not exceed the amounts necessary to satisfy such
      emergency plus amounts necessary to pay taxes reasonably anticipated as a result
      of the distribution.  Payment may not be made to the extent an
      Unforeseeable Emergency is or may be relieved (a) through reimbursement or
      compensation by insurance or otherwise, or (b) by liquidation of the
      Participant’s assets, to the extent the liquidation of such assets would not
      itself cause severe financial hardship.  Any determination of the
      existence of an Unforeseeable Emergency and the amount to be distributed on
      account thereof shall be made by the Plan Administrator (or such other person
      as
      may be required to make such decisions) in accordance with rules applied in
      a
      uniform and nondiscriminatory manner.

    


    ARTICLE
      II

    


    ELIGIBILITY
      AND PARTICIPATION

    


    
      	
              2.01

            	
              Eligibility
                Requirements

            


    

    


    The
      Committee, in its sole discretion,
      shall designate the Employees who are eligible to participate in the
      Plan.  In no event shall an Employee be eligible to participate in the
      Plan prior to satisfying the eligibility requirements in the 401(k)
      Plan.  The Committee shall notify an Employee of his or her
      eligibility to participate in the Plan in writing no later than December 1
      of
      the year preceding initial participation.

    


    
      	
              2.02

            	
              Participation
                in the Plan

            


    

    


    (a)           An
      eligible Employee becomes a Participant upon his completion of a Salary Deferral
      Election pursuant to Article III.  Each Employee and Participant must
      correctly disclose to the Administrator all requested information necessary
      for
      the administration of the Plan.

    


    (b)           A
      Participant shall continue to be a Participant of the Plan until the date that
      he is no longer entitled to benefits under the Plan.

    


    ARTICLE
      III

    


    DEFERRAL
      ELECTIONS

    


    
      	
              3.01

            	
              Election
                of Deferrals

            


    

    


    (a)           In
      order to become an Active Participant, an eligible Employee must file with
      the
      Administrator a Salary Deferral Election, in accordance with its terms and
      the
      terms and conditions of this section 3.01.  Such Salary Deferral
      Election must be filed no later than the December 31 preceding such Plan Year
      and at such earlier time as may be set by the Committee in its sole
      discretion.

    


    (b)           The
      maximum Salary Deferral Contribution for a Plan Year shall be forty percent
      (40%) of the Participant’s Compensation for such Year.  A
      Participant’s election must be made in one percent (1%) increments.

    


    (c)           Each
      Salary Deferral Election shall be made on a form provided by the Administrator
      and shall specify such information as the Administrator may
      require.

    


    
      	
              3.02

            	
              Election,
                Revocation and Modification of
                Deferrals

            


    

    


    (a)           Except
      as provided in subsection (b) below, a Participant may make an election to
      defer
      Compensation for a Plan Year only if such election is made no later than
      December 31 of the prior Plan Year, or by such earlier date as may be announced
      by the Administrator.  In the case of the initial Plan Year commencing
      January 1, 2008, such election shall be made no later than December 31,
      2007.  Such election


    
      
        
        

      

      
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    shall
      remain in effect for the entire Plan Year and for all subsequent Plan Years
      until the Participant revokes such election or timely files a new election
      applicable to subsequent Plan Year.  Each Deferral Election shall be
      made on a form provided by the Administrator and shall specify such additional
      information as the Administrator may require.

    


    (b)           In
      the case of individuals who become Eligible Employees on or after January 1,
      2008, the first Plan Year in which an Eligible Employee becomes eligible to
      participate in the Plan, the Eligible Employee must make an initial deferral
      election within thirty (30) days after he or she becomes eligible to participate
      in the Plan.  Such election shall only be valid with respect to
      Compensation paid for services rendered after the date of the initial deferral
      election.

    


    ARTICLE
      IV

    


    ACCOUNTS

    


    
      	
              4.01

            	
              Establishment
                of Accounts

            


    

    


    The
      Administrator shall establish and
      maintain separate Accounts and for each Participant of the Plan to credit a
      Participant’s Salary Deferral Contributions and Matching
      Contributions.  As required for appropriate recordkeeping, the
      Administrator may establish and name additional Accounts or sub-accounts for
      each Participant.

    


    
      	
              4.02

            	
              Crediting
                of Salary Deferral
                Contributions

            


    

    


    (a)           Salary
      Deferral Contributions shall be credited to the Participant’s Account as of the
      last day of the payroll period in which such Compensation would otherwise be
      paid to the Participant.

    


    (b)           A
      Participant’s interest in his Account attributable to Salary Deferral
      Contributions and any earnings therein shall be fully vested and
      nonforfeitable.

    


    
      	
              4.03

            	
              Matching
                Contributions

            


    

    


    (a)           Prior
      to the beginning of each Plan Year, the Administrator shall announce the
      Matching Contribution and attach such formula as Exhibit A to this
      Plan.  For the Plan Year beginning January 1, 2008, the company
      Matching Contribution is an amount equal to $.75 for each dollar of Salary
      Deferral Contributions limited to 4.5% of Compensation; provided that the
      Participant was a highly compensated employee during 2006 as determined under
      the 401(k) Plan.  Matching Contributions shall be credited to the
      Participant’s Account annually on December 31st of each
      Plan
      Year.

    


    (b)           A
      Participant’s interest in his Account attributable to Matching Contributions and
      any earnings thereon shall be vested according to the vesting schedule in the
      401(k) Plan.

    


    (c)           Notwithstanding
      any other provision of this Plan, if the Participant experiences a Termination
      of Employment with the Company for Cause, he shall not be entitled to any
      benefit pursuant to Section 4.03 herein.

    


    
      	
              4.04

            	
              Equitable
                Adjustment in Case of Error or
                Omission

            


    

    


    If
      an error or omission is discovered
      in the Account of a Participant, the Administrator shall make such equitable
      adjustment as the Administrator deems appropriate.


    
      
        
        

      

      
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    ARTICLE
      V

    


    INVESTMENTS
      AND VALUATION

    


    
      	
              5.01

            	
              Investment
                of Accounts

            


    

    


    (a)           A
      Participant may direct the investment of his Account among one or more of the
      Investment Funds.  Such direction shall be in writing on a form
      provided by the Administrator and in accordance with procedures established
      by
      the Administrator.  The investment of a Participant’s Account is
      hypothetical and solely for the purpose of crediting earnings on such
      Account.

    


    (b)           The
      investment of a Participant’s Account shall be made in multiples of ten percent
      (10%).  An investment election shall remain in force until
      changed.  Participants may change the investment of their Account with
      respect to the balance in their Account and with respect to any future Salary
      Deferral Contributions and Matching Contributions in accordance with procedures
      established by the Administrator.

    


    
      	
              5.02

            	
              Valuation
                of Bookkeeping
                Accounts

            


    

    


    Each
      Participant’s Account shall be
      valued as of the last day of each calendar quarter and adjusted as of such
      date
      to reflect any gains and losses in the Investment Funds and any other expenses
      or charges attributable to the Account or Investment Fund.

    


    ARTICLE
      VI

    


    DISTRIBUTIONS
      AND WITHDRAWALS

    


    
      	
              6.01

            	
              Termination
                of Employment for Reasons Other than Death or
                Disability

            


    

    


    (a)           In
      the event of a Participant’s Termination of Employment, the Plan shall pay the
      Participant the total value of the Participant’s Account that is vested as of
      the Participant’s Termination of Employment.

    


    (b)           Subject
      to subsection (c) below, a Participant’s Account shall be distributed as soon as
      practicable following his Termination of Employment, but in no event after
      the
      later of (i) the 15th day of
      the third
      month following the Termination of Employment or (ii) the end of the calendar
      year during which the Participant terminated employment.

    


    (c)           In
      the event the Participant is a Key Employee on the date of his Termination
      of
      Employment, the distribution of his Account shall be made on the first day
      of
      the month following the six month anniversary of the participant’s Termination
      of Employment.

    


    
      	
              6.02

            	
              Death
                or Disability

            


    

    


    In
      the event of a Participant’s death
      or Disability, the Plan shall pay the Participant, or his Beneficiary, as the
      case may be, the total value of the Participant’s Account as of his death or
      Disability within 60 days following the date of the Participant’s death or
      Disability.

    


    
      	
              6.03

            	
              Hardship

            


    

    


    (a)           No
      withdrawals or distributions are permitted from the Plan while the Participant
      remains employed by the Company except upon an Unforeseeable
      Emergency.

    


    (b)           A
      distribution of up to 50% of the vested portion of the Participant’s Account
      because of an Unforeseeable Emergency will be permitted only to the extent
      required by the Participant to satisfy the emergency need.  Whether an
      Unforeseeable Emergency has occurred will be determined solely by
      the


    
      
        
        

      

      
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    Administrator.  Distributions
      in the event of an Unforeseeable Emergency may be made by and with the approval
      of the Administrator upon written request by a Participant.

    


    
      	
              6.04

            	
              Form
                of Distribution

            


    

    


    Payment
      shall be made from the Plan to
      a Participant or Beneficiary in a single lump sum in cash.

    


    
      	
              6.05

            	
              Federal
                Income Tax Withholding

            


    

    


    The
      Company shall withhold from any
      payment made by it under the Plan such amount or amounts as may be required
      for
      purposes of complying with the tax withholding or other provisions of the Code,
      the Social Security Act,  as amended, or any federal, state or local
      income or employment tax provision, or otherwise.

    


    
      	
              6.06

            	
              Benefit
                Determination and Payment
                Procedure

            


    

    


    The
      Administrator shall make all
      determinations concerning eligibility for benefits under the Plan, the time
      or
      terms of payment, and the form or manner of payment to the Participant or the
      Participant’s Beneficiary, in the event of the death of the
      participant.  The Administrator shall promptly notify the Company of
      each such determination that benefit payments are due and provide to the Company
      all other information necessary to allow the Company to carry out such
      determination, whereupon the Company shall pay such benefits in accordance
      with
      the Administrator’s determination.

    


    
      	
              6.07

            	
              Distribution
                of Benefit When Distributee Cannot Be
                Located

            


    

    


    The
      Administrator shall make all
      reasonable attempts to determine the identity and/or whereabouts of a
      Participant’s Beneficiary entitled to benefits under the Plan, including the
      mailing by certified mail of a notice to the last know address shown on the
      Company’s or the Administrator’s records.  If the Administrator is
      unable to locate such a person entitled to benefits hereunder, or if there
      has
      been no claim made for such benefits, the Company shall continue to hold the
      benefit due to such person.

    


    
      	
              6.08

            	
              Acceleration
                of Benefits Prohibited

            


    

    


    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 the Participant’s Account is
      permitted.

    


    ARTICLE
      VII

    


    FUNDING

    


    
      	
              7.01

            	
              Funding

            


    

    


    (a)           All
      Participants and Beneficiaries are generally unsecured creditors of the Company
      with respect to the benefits due hereunder and the Plan constitutes a mere
      promise by the Company to make benefit payments in the future.  It is
      the intention of the Company that the Plan be considered unfunded for tax
      purposes.

    


    (b)           The
      Company may, but is not required to, purchase life insurance in amounts
      sufficient to provide some or all of the benefits provided under this Plan
      or
      may otherwise segregate assets for such purpose.

    


    (c)           Except
      as provided in Plan section 7.02 below, the Company may, but is not required
      to
      establish a grantor trust which may be used to hold assets of the Company which
      are maintained as reserves against the Company’s unfunded, unsecured obligations
      under the Plan.  Such reserves shall at all times be subject to the
      claims of the Company’s creditors.  To the extent such trust or other
      vehicle is established, and assets contributed for the purpose of fulfilling
      the
      Company’s obligation hereunder, then such


    
      
        
        

      

      
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    obligation
      of the Company shall be reduced to the extent such assets are utilized to meet
      its obligations hereunder.

    


    
      	
              7.02

            	
              Change
                in Control

            


    

    


    Effective
      upon a Change in Control, the
      Company shall contribute to a grantor trust an amount equal to the aggregate
      Account balances of all participants in the Plan.  The trust shall be
      funded with cash or cash equivalents other than stock of the
      Company.

    


    ARTICLE
      VIII

    


    ADMINISTRATION

    


    
      	
              8.01

            	
              Appointment
                of Administrator

            


    

    


    The
      Committee shall serve as the Plan
      Administrator and shall be responsible for the operation and administration
      of
      the Plan except to the extent its duties are allocated to and assumed by persons
      or entities hereunder.

    


    
      	
              8.02

            	
              Duties

            


    

    


    (a)           The
      Committee shall make such rules and regulations as it deems necessary for
      operation of the Plan, shall determine all questions arising in the
      administration, interpretation and application of the Plan, review claims for
      benefits which have been denied, and shall perform all other functions which
      may
      be assigned to it by the Board.

    


    (b)           The
      Committee or its delegate shall maintain, on a plan or calendar year basis,
      employee and other such records as are necessary for the successful operation
      of
      the Plan and shall supply such full and timely information for all matters
      relating to the Plan as the Committee may require for the effective discharge
      of
      its duties.

    


    (c)           The
      Committee or its delegate shall receive all applications for benefits and shall
      establish rules and procedures to be followed by Participants and Beneficiaries
      in filing such applications and for furnishing and verifying all data which
      may
      be required in order to establish their rights to benefits in accordance with
      the Plan.  Upon receipt of an application for benefits, the Committee
      or its delegate shall determine all facts which are necessary to establish
      the
      right of an applicant to benefits and the amount thereof.  All
      approved benefits shall be paid at the direction of the Committee or its
      delegate.  Such payments shall be made in accordance with the
      Committee’s or its delegate’s written directions setting forth the amount of
      such payments and the specific manner in which such payments are to be
      made.

    


    
      	
              8.03

            	
              Benefit
                Claims Review
                Procedure

            


    

    


    (a)           Claims
      for benefits under the Plan may be submitted to the Committee or such person
      as
      the Committee may designate in writing who shall have the initial responsibility
      for determining the eligibility of any Participant or Beneficiary for
      benefits.  Such claims for benefits shall be made in writing and shall
      set forth the facts which such Participant or Beneficiary believes to be
      sufficient to entitle him to the benefit claimed.  The Committee may
      adopt forms for the submission of claims for benefits in which case all claims
      for benefits shall be filed on such forms.

    


    (b)           Upon
      receipt of a claim, the Committee or its delegate must respond in writing within
      90 days.  If necessary, the Committee or its delegate’s first notice
      must indicate any special circumstances requiring an extension of time for
      the
      Committee or its delegate’s decision.

    


    The
      extension notice must indicate the date by which the Committee or its delegate
      expects to give a decision.  An extension of time for processing may
      not exceed 90 days after the end of the initial 90 day period.


    
      
        
        

      

      
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    (c)           If
      the written claim for a Plan benefit is wholly or partially denied or the
      claimant has had no response, the claimant or his duly authorized
      representative, at the sole expense of the claimant, may appeal the denial
      within 60 days of the date of the denial or the expiration of the time period
      provided in subsection (b) to the Committee.  An adverse notice must
      be written in a manner calculated to be understood by the claimant and must
      include (i) each reason for denial; (ii) specific references to the pertinent
      provisions of the Plan or related documents on which the denial is based; (iii)
      a description on any additional material or information necessary for the
      claimant to perfect the claim and an explanation of why that material or
      information is needed; and (iv) appropriate information about the steps to
      be
      taken if the claimant wishes to submit the claim for review.

    


    (d)           In
      pursuing his appeal the claimant or his representative:

    


    
      	
               

            	
              (i)

            	
              may
                request in writing that the Committee review the
                denial;

            


    

    


    
      	
               

            	
              (ii)

            	
              may
                review pertinent documents; and

            


    

    


    
      	
               

            	
              (iii)

            	
              may
                submit issues and comments in
                writing.

            


    

    


    (e)           The
      decision on review shall be made within 60 days; provided that the 60 day period
      may be extended for an additional 60 days by written notice to the claimant
      setting forth the reasons for the extension.  The decision on review
      shall be made in writing, shall include specific reasons for the decision,
      shall
      be written in a manner calculated to be understood by the claimant and shall
      contain specific references to the pertinent Plan provisions on which the
      decision is based.

    


    
      	
              8.04

            	
              Fiduciary
                Discretion

            


    

    


    In
      discharging the duties assigned to
      it under the Plan, the Committee and each other fiduciary with respect to the
      Plan has the discretion to interpret the Plan; adopt, amend and rescind rules
      and regulations pertaining to its duties under the Plan; and to make all other
      determinations necessary or advisable for the discharge of its duties under
      the
      Plan.  Each fiduciary’s discretionary authority is absolute and
      exclusive if exercised in a uniform and nondiscriminatory manner with respect
      to
      similarly situated individuals.  The express grant in the Plan of any
      specific power to a fiduciary with respect to any duty assigned to it under
      the
      Plan must not be construed as limiting any power or authority of the fiduciary
      to discharge its duties.  A fiduciary’s decision is final and
      conclusive unless it is established that the fiduciary’s decision constituted an
      abuse of its discretion.

    


    ARTICLE
      IX

    


    AMENDMENT
      OR TERMINATION OF THE PLAN

    


    
      	
              9.01

            	
              Amendment
                or Termination of Plan

            


    

    


    The
      Plan may be terminated or amended
      at any time by the Board, effective as of any date specified provided, however,
      that any termination must comply with the requirements of Code section
      409A.  Any such action taken by the Board shall be evidenced by a
      resolution.  No amendment or termination shall decrease the value of a
      Participant’s Account accrued prior to the effective date of the amendment or
      termination.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    ARTICLE
      X

    


    GENERAL
      PROVISIONS

    


    
      	
              10.01

            	
              No
                Guaranty of Employment

            


    

    


    The
      Plan shall not be deemed to
      constitute a contract between the Company and any Participant or to be
      consideration or an inducement for the employment of any Participant of the
      Company.  Nothing contained in the Plan shall be deemed to give any
      Participant the right to be retained in the service of the Company or to
      interfere with the rights of the Company to discharge or to terminate the
      service of any Participant at any time without regard to the effect such
      discharge or termination may have on any rights under the Plan.

    


    
      	
              10.02

            	
              Payments
                to Minors and
                Incompetents

            


    

    


    If
      a Participant or Beneficiary
      entitled to receive any benefits hereunder is a minor or is deemed so by the
      Administrator or is adjudged to be legally incapable of giving valid receipt
      and
      discharge for such benefits, benefits will be paid to such person as the
      Administrator might designate.  Such payments shall, to the extent
      made, be deemed a complete discharge of any liability for such payment under
      the
      Plan.

    


    
      	
              10.03

            	
              Non-Alienation
                of Benefits

            


    

    


    To
      the extent permitted by law, no
      benefit payable under the Plan will be subject in any manner to anticipation,
      assignment, garnishment, or pledge; and any attempt to anticipate, assign,
      garnish or pledge the same will be void and no such benefits will be made in
      any
      manner liable for or subject to the debts, liabilities, engagements or torts
      of
      any Participants.

    


    
      	
              10.04

            	
              Headings
                and Subheadings

            


    

    


    The
      headings and subheading in this
      Plan have been inserted for convenience of reference only and are to be ignored
      in any construction of the provisions hereof.

    


    
      	
              10.05

            	
              Use
                of Masculine and Feminine; Singular and
                Plural

            


    

    


    In
      the construction of the Plan the
      masculine shall include the feminine and the singular the plural in all cases
      where such meanings are indicated by the context.

    


    
      	
              10.06

            	
              Beneficiary
                Designation

            


    

    


    At
      the time of enrollment in the Plan,
      each Participant, if applicable, must designate a Beneficiary to receive
      settlement of his Plan account in the event of his death during
      employment.  A Participant may, from time to time, change a
      Beneficiary or Beneficiaries under the Plan.  In the event that no
      designated Beneficiary is surviving at the time of the Participant’s death,
      settlement under the Plan will be made as provided in Plan section
      1.04.

    


    
      	
              10.07

            	
              Errors
                and Omissions

            


    

    


    It
      shall be the responsibility of those
      individuals and entities charged with the administration of the Plan to see
      that
      it is administered in accordance with its terms.  In the event an
      innocent error or omission is discovered in the operation or administration
      of
      the Plan, then the Committee may correct such error as it deems necessary or
      desirable in a manner consistent with the goodwill intended to be engendered
      by
      the Plan and to put Participants in the same relative position they would have
      been in but for such error or omission.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    


    
      	
              10.08

            	
              Governing
                Law

            


    

    


    The
      Plan shall be construed, enforced
      and administered in accordance with the laws of the State of
      Alabama.

    


    
      	
              10.09

            	
              Binding
                Effect

            


    

    


    The
      Plan shall be binding upon and
      inure to the benefit of the Company, its successors and assigns, and the
      Participant and his heirs, executors, administrators and legal
      representatives.

    


    
      	
              10.10

            	
              Effect
                on Other Plans

            


    

    


    The
      amount of Compensation deferred
      under the Plan and the crediting of any Matching Contribution shall not be
      deemed to be earnings or compensation for the purpose of calculating a
      Participant’s benefits or contribution under a retirement or deferral plan of
      the Company or the basis for determining benefits under any other benefit plan
      provided by the Company, except to the extent provided in any such
      plan.  No amount distributed under this Plan shall be deemed to be
      earnings or a part of the Participant’s total Compensation when determining a
      Member’s benefit under any benefit plan established by a Company, unless
      otherwise provided in such plan.

    


    
      	
              10.11

            	
              Other
                Benefits and
                Agreements

            


    

    


    The
      benefits provided for a Participant
      under the Plan are not intended to duplicate any other benefits available to
      such Participant under any other plan or program of the Corporation for its
      employees, and, except as may otherwise be expressly provided for, the Plan
      shall not duplicate, supersede, modify or amend any other plan or program of
      the
      Company in which a Participant is participating.

    


    ARTICLE
      XI

    


    ADOPTION
      OF PLAN

    


    As
      evidenced of it adoption of the Plan
      herein constituted, Hibbett Sports, Inc. has caused this instrument to be signed
      by its duly authorized officer this 29th day of
      November,
      2007.

    


    
      	 	
              HIBBETT
                SPORTS, INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                Michael J. Newsome

            
	 	 	
              Michael
                J. Newsome

            
	 	 	 
	 	
              Title:

            	
              Chairman
                of the Board and Chief Executive
                Officer

            


    

    


    


    


    -
      END of Exhibit 10.1 -

     

     

     

     

     

     

    -11-