AMENDMENT NO 1 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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

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 Term