exv10w2






Exhibit 10.2




AMENDMENT NO 1

TO

SECOND AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




     This Amendment No. 1 to Second Amended and Restated Employment Agreement (the “Amendment”) is
made and entered into as of the 5th day of March, 2009, by and between Big 5 Sporting Goods
Corporation, a Delaware corporation (the “Company”), Big 5 Corp., a Delaware corporation
and wholly owned subsidiary of the Company (“Big 5 Corp.”), and Steven G. Miller, an
individual (the “Executive”).



R E C I T A L S




     A. Executive is currently employed as President, Chief Executive Officer and Chairman of the
Board of Directors of the Company and as President, Chief Executive Officer and Chairman of the
Board of Directors of Big 5 Corp. pursuant to a Second Amended and Restated Employment Agreement
(the “Employment Agreement”) between the Company, Big 5 Corp. and Executive dated as of
December 31, 2008.



     B. The Company, Big 5 Corp. and Executive desire to amend the Employment Agreement regarding
the terms and conditions of Executive’s severance upon certain termination events.



A G R E E M E N T




     NOW, THEREFORE, in consideration of the foregoing recitals and the terms, covenants and
conditions contained herein, and in consideration of $1.00 payable by the Company to Executive upon
the execution hereof, the Company, Big 5 Corp. and Executive agree as follows:



     1. Definitions Incorporated. Initially capitalized terms used but not defined in this
Amendment have the respective meanings set forth in the Employment Agreement.



     2. Reduction of Severance Period. Section 5.3 of the Employment Agreement is hereby
amended and restated in its entirety as follows:




     5.3 Termination by the Company without Just Cause or by Executive for Good
Reason. In the event the Company terminates Executive without Just Cause, or if
Executive terminates his employment with the Company for Good Reason, this Second Amended
Agreement shall terminate immediately and all parties shall thereupon be released and
discharged of and from all further obligations hereunder except that any provisions that
by their nature survive termination shall so survive (including Executive’s ongoing
obligations pursuant to Sections 7.1 and 7.2(a)) and the Company shall pay to Executive,
on the Termination Date, all amounts accrued and unpaid as of the Termination Date in
respect of (i) Executive’s salary and annual cash bonus, computed in accordance with
Section 3.2, for services rendered through such date, (ii) vacation pay to the



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extent consistent with the Company’s policies in effect as of the Termination Date
regarding entitlement to payment in respect of accrued but unused vacation time and
(iii) expenses owing to Executive pursuant to Section 4.1. The Company shall also pay to
Executive, on the fifth business day following the Termination Date, as a lump sum
severance payment and subject to Section 3.3, an amount equal to three (3) times the
average annual taxable compensation (as reflected in the applicable Forms W-2) paid to
Executive over the five (5) years immediately prior to the year in which the Termination
Date falls. In addition, Executive will also be entitled, for a period of three (3) years
from the Termination Date (the “Severance Period”), to receive all benefits that would
have been payable to him pursuant to Sections 4.2 and 4.4 if Executive had been employed
by the Company during such period. Notwithstanding the foregoing, the Company shall not
be required to provide any medical benefits to Executive as of the date Executive and his
family become covered under any other group health plan not maintained by the Company;
provided, however, that if such other group health plan excludes any pre-existing
condition that Executive or his dependents may have when coverage under such group health
plan would otherwise begin, coverage under this Section 5.3 shall continue (but not beyond
the Severance Period) with respect to such pre-existing condition until such exclusion
under such other group health plan lapses or expires. In the event Executive is required
to make an election under Sections 601 through 607 of ERISA (commonly known as COBRA) to
qualify for any of the benefits described in this Section 5.3, the obligations of the
Company to provide such benefits under this Section 5.3 shall be conditioned upon
Executive timely making such an election (the preceding two sentences are referred to as
the “Benefits Exceptions”). Any payment or reimbursement of benefits under this
Section 5.3 that is taxable to Executive or his dependents shall be made by December 31 of
the calendar year following the calendar year in which Executive or his dependent incurred
the expense. Expenses eligible for reimbursement in any one taxable year shall not affect
the amount of expenses eligible for reimbursement in any other taxable year, and the right
to expense reimbursement shall not be subject to liquidation or exchange for any other
benefit. In addition to the foregoing, and notwithstanding the provisions of any other
agreement to the contrary, all Options that have been granted to Executive shall become
immediately exercisable on the Termination Date and shall remain exercisable for the full
term of each such Option. Executive’s termination of this Second Amended Agreement shall
be for “Good Reason” if Executive terminates this Second Amended Agreement upon
the happening of any of the following events, after having given written notice within 30
days after the occurrence of such event, and the Company or Big 5 not having cured such
event within 30 business days following receipt of such notice: (i) the willful breach of
any of the material obligations of the Company or Big 5 Corp. to Executive under this
Second Amended Agreement; (ii) the Company’s chief executive offices are moved to a
location outside of Los Angeles County, California; (iii) Executive’s position (including
status, titles and reporting requirements), authority, duties and responsibilities shall
cease to be at least commensurate in all material respects with the most significant of
those held, exercised and assigned at any time during the 120-day period immediately
preceding the Effective Date; (iv) Executive fails to be reelected to, or is removed from,
the Board or the Board of Directors of Big 5 Corp.; or (v) any successor



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(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company fails to assume
expressly and agree to perform this Second Amended Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such succession had
taken place.



     3. Miscellaneous.



          3.1 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one instrument




          3.2 Authorization. Executive hereby warrants that Executive is free to enter into
this Amendment and to render Executive’s services pursuant hereto and to the Employment Agreement.
The Company and Big 5 Corp. hereby warrant that any required authorization of this Amendment by
their respective boards of directors have been obtained.




          3.3 Counsel. Executive has read and understands this Amendment and has sought the
advice of counsel to the extent he has determined appropriate.




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     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and
year first written above.



	 	 	 	 	 
	 	 	THE COMPANY
	 
	 	 	 	 
	 	 	Big 5 Sporting Goods Corporation,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s Barry D. Emerson
	 

	 	 	 	 
	 

	 	Name:
	 	Barry D. Emerson
	 

	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 
	 	 	BIG 5 CORP.
	 
	 	 	 	 
	 	 	Big 5 Corp., 

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s Barry D. Emerson
	 

	 	 	 	 
	 

	 	Name:
	 	Barry D. Emerson
	 

	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 
	 	 	EXECUTIVE
	 
	 	 	 	 
	 	 	     /s/ Steven G. Miller
	 	 	 
	 	 	Steven G. Miller







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