EXHIBIT
10.6
ASSIGNMENT AND
ASSUMPTION AGREEMENT
This ASSIGNMENT
AND ASSUMPTION AGREEMENT (the “ Agreement ”)
is made as of February 9, 2007, by and between HIBBETT SPORTING
GOODS, INC., a Delaware corporation (“ Assignor
”) and HIBBETT SPORTS, INC., a Delaware corporation (“
Assignee ”).
RECITALS
Pursuant to the
Agreement of Merger and Plan of Reorganization dated February 9,
2007, among Assignor, Assignee, and Hibbett Merger Sub, Inc. (the
“ Merger Agreement ”), Assignor will create a
new holding company structure by merging Assignor with and into
Hibbett Merger Sub, Inc. with Assignor being the surviving
corporation and converting the capital stock of Assignor into the
capital stock of Assignee (the “ Merger ”). In
connection with the Merger, Assignor has agreed to assign to
Assignee, and Assignee has agreed to assume from Assignor, all of
the Option Plans, the Stock Incentive Plans and the Other
Agreements (collectively, the “ Assumed Agreements
”).
AGREEMENT
NOW, THEREFORE, in
consideration of the covenants and agreements set forth herein, the
receipt and sufficiency of which is acknowledged by the parties
hereto, the parties intending to be legally bound, agree as
follows:
1.
Defined Terms . Capitalized terms used in this Agreement and
not otherwise defined shall have the respective meanings assigned
to them in the Merger Agreement.
2.
Assignment . Effective at the Effective Time, Assignor
hereby assigns to Assignee all of its rights and obligations under
the Assumed Agreements listed on Exhibit A
hereto.
3.
Assumption . Effective at the Effective Time, Assignee
hereby assumes all of the rights and obligations of Assignor under
the Assumed Agreements, and agrees to abide by and perform all
terms, covenants and conditions of Assignor under such Assumed
Agreements. In consideration of the assumption by Assignee of all
of the rights and obligations of Assignor under the Assumed
Agreements, Assignor agrees to pay (i) all expenses incurred by
Assignee in connection with the assumption of the Assumed
Agreements pursuant to this Agreement and (ii) all expenses
incurred by Assignee in connection with the registration on Form
S-8 of shares of common stock of Assignee t
