SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     This Second Amended and Restated Employment Agreement (the “ Second Amended Agreement ”) is made and entered into as of the 31st day of December, 2008, 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 ”).

RECITALS

     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 an Amended and Restated Employment Agreement (the “ Employment Agreement ”) between the Company, Big 5 Corp. and Executive dated as of June 14, 2002.

     B. The Company, Big 5 Corp. and Executive desire to amend and restate the Employment Agreement regarding the terms and conditions of Executive’s employment by the Company and Big 5 Corp to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and to update certain other provisions.

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals and the terms, covenants and conditions contained herein, the Company and Big 5 Corp. hereby agree to employ Executive, and Executive hereby accepts and agrees to such employment, on the terms and subject to the conditions set forth herein.

     1.  Term of Employment . This Second Amended Agreement shall be effective as of December 31, 2008 and shall govern Executive’s employment from and after such date. As of any given date after the Effective Date (each such date, the “ Date of Determination ”), Executive’s employment shall terminate on the fourth anniversary of the Date of Determination, unless sooner terminated in accordance with the provisions of this Second Amended Agreement or extended by an amendment executed by the Company, Big 5 Corp. and Executive (the “ Term ”). Accordingly, there shall always for all purposes be a minimum of at least four years remaining on the Term under this Second Amended Agreement.

     2.  Capacity and Duties . Executive shall be employed as President, Chief Executive Officer and Chairman of the Board of Directors of the Company (the “ Board ”) and President, Chief Executive Officer and Chairman of the Board of Directors of Big 5 Corp., with such duties and responsibilities commensurate with such positions as may be assigned by the Company or Big 5 Corp., as applicable. Executive shall devote his full business time, attention and energy to the performance of his duties for the Company and Big 5 Corp.; provided, however , that, subject to Section 7.2(b), Executive may engage in non-profit and personal investment activities that neither interfere with his duties and

responsibilities under this Second Amended Agreement nor conflict or compete with the interests of the Company. As long as Executive serves as an officer of the Company, the Company shall use its best efforts to ensure that Executive shall continue to be elected to serve on the Board and on the Board of Directors of Big 5 Corp.

     3.  Compensation .

          3.1 Base Salary . During the Term, Executive’s annual base salary shall be Four Hundred Seventy Three Thousand Dollars ($473,000) and shall be adjusted as provided in this Section 3.1 (the “ Base Salary ”). During the first quarter of each calendar year of the Term (each year during the Term is sometimes referred to as a “ Term Year ”), on a timetable consistent with its general evaluation of the annual performance of the Company’s senior executive officers, or from time to time at the sole discretion of the compensation committee of the Board (the “ Compensation Committee ”), Executive’s Base Salary shall be reviewed by the Compensation Committee and may be increased, but may never be decreased, in the sole discretion of the Compensation Committee. In determining whether to increase Executive’s Base Salary, the Compensation Committee may engage a reputable compensation consulting firm to determine comparable compensation packages provided to chief executive officers in similarly situated companies.

          3.2 Annual Bonus . The Compensation Committee shall adopt a cash bonus plan designed to provide Executive an opportunity to earn annual cash bonuses during each Term Year during his employment that, when added to Executive’s Base Salary, shall provide Executive a level of compensation consistent with the Company’s past practice and the Company’s and Executive’s performance, and in any event comparable to compensation generally provided to other chief executive officers of publicly traded companies that are comparable to the Company. If desired by the Compensation Committee, the Company may retain a reputable compensation consultant to assist the Compensation Committee in identifying similarly situated companies and to make recommendations regarding the structure and amount of the cash bonus plan. If this Second Amended Agreement is terminated in the middle of a Term Year, Executive shall receive a cash bonus for services rendered through the Termination Date (as defined in Section 5.8) equal to the greater of (a) the last annual cash bonus paid to Executive (whether before or during the Term) and (b) the average of the annual cash bonuses paid by the Company or Big 5 Corp. to Executive during the immediately preceding three full fiscal years (whether before or during the Term), pro rated through the Termination Date.

          3.3 Payment of Taxes . Except as explicitly provided herein, to the extent that any taxes become payable by Executive by virtue of any payments made or benefits conferred by the Company, the Company shall not be liable to pay or obligated to reimburse Executive for any such taxes or to make any adjustment under this Second Amended Agreement. Any payments otherwise due hereunder to Executive, including but not limited to the Base Salary and any bonus, shall be reduced by any required withholding for federal, state and/or local taxes and other appropriate payroll deductions.

          3.4 Stock Options . All options (the “ Options ”) to purchase the common stock of the Company (the “ Common Stock ”) granted to Executive after the Effective Date, whether pursuant to the Company’s 2007 Equity and Performance Incentive Plan (the “ Stock

Incentive Plan ”) or otherwise, shall, unless otherwise agreed by the Company and Executive, vest in 48 equal monthly installments commencing on the first day of each month following the month in which such Options are granted. The Company shall maintain an effective registration statement covering the shares of Common Stock underlying any Options granted to Executive.

     4.  Benefits .

          4.1 Expenses . The Company agrees to repay or reimburse Executive for ordinary and necessary business expenses to the extent compatible with, and subject to the verification and substantiation documentation and procedures applicable under, the Company’s general policies for its senior executive officers. No reimbursement will be made later than the close of the calendar year following the calendar year in which the expense was incurred. 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.

          4.2 Medical and Insurance Benefits . During the Term, the Company shall provide Executive with those group medical, health insurance, disability insurance and life insurance benefits generally available to its senior executive officers, as such benefits may be modified from time to time in the Company’s sole and absolute discretion.

          4.3 Vacation and Sick Leave . During the Term, Executive shall be entitled to vacations, holidays and sick leave without reduction in Executive’s Base Salary in accordance with the policies established from time to time by the Company for its senior executive officers in its sole and absolute discretion; provided, however , that nothing contained in this Section 4.3 shall affect the Company’s rights under Section 5.4.

          4.4 Automobile . During the Term, the Company shall provide Executive with an automobile in accordance with the policies established from time to time by the Company for its senior executive officers in its sole and absolute discretion.

          4.5 401(k) and Profit-Sharing Plan . During the Term, the Company shall provide Executive with the opportunity to participate in the Company’s 401(k) plan and profit-sharing plan in accordance with the policies established from time to time by the Company for its senior executive officers in its sole and absolute discretion.

          4.6 Other Benefits. Executive shall also be eligible, on the same basis as other senior executive officers, for any other benefits provided generally by the Company for or to its senior executive officers.

     5.  Termination . Subject to the provisions of this Section 5, each of the Company and Executive shall have the right to terminate Executive’s employment under this Second Amended Agreement at any time for any reason or for no reason by written notice to the other party.

          5.1 Termination by the Company for Just Cause . Without prejudice to the foregoing, the Company may terminate Executive’s employment hereunder at any time

for Just Cause (as defined below). A termination shall be for “ Just Cause ” if such termination results from the occurrence of any of the following: (i) intentional material misconduct by Executive in the responsibilities reasonably assigned to him or (ii) conviction by a court of competent jurisdiction of any felony involving the embezzlement, theft or misappropriation of monies or other property of the Company or for any crime involving moral turpitude. In the event of termination for Just Cause, 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) 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.

          5.2 Termination by Executive without Good Reason . Without prejudice to the foregoing, Executive may terminate his employment without regard to Good Reason (defined in Section 5.3). In the event Executive terminates his employment without regard to 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) 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.

          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, Executive’s Base Salary through the remaining scheduled Term of the Second Amended Agreement, computed without regard to the termination of such Second Amended Agreement (the “ Severance Period ”) plus an amount equal to four times the greater of (a) the

last annual cash bonus paid to Executive (whether before or during the Term) and (b) the average annual cash bonus paid by the Company or Big 5 Corp. to Executive during the prior three fiscal years (whether before or during the Term). In addition, Executive will also be entitled, during 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 (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.

          5.4 Unavailability . If Executive becomes Unavailable for a period of thirty (30) consecutive business days, the Company shall have the right to designate a person to succeed Executive on a temporary basis in the capacity described in Section 2; provided, however , that if at any time during the first six months after Executive becomes Unavailable,

Executive ceases to be Unavailable for a period of thirty (30) consecutive business days, he shall be entitled to be reinstated in the capacity described in Section 2. If Executive becomes and remains Unavailable for any consecutive period during the Term exceeding six months, or for shorter periods aggregating more than eight months during any twelve-month period during the Term, either the Company or Executive shall have the right to terminate this Second Amended Agreement, 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, Executive’s Base Salary for two years plus an amount equal to two times the greater of (a) the last annual cash bonus paid to Executive (whether before or during the Term) and (b) the average annual cash bonus paid by the Company or Big 5 Corp. to Executive during the prior three fiscal years (whether before or during the Term). In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (x) all Options that would have vested during the 24 months following the Termination Date shall become immediately exercisable on the Termination Date and shall remain exercisable for the full term of each such Option and (y) the Company shall continue to provide Executive all other benefits that would otherwise be payable to Executive pursuant to Sections 4.2 and 4.4 during the Severance Period, subject to the Benefits Exceptions. “ Unavailable ” shall mean any instance (except for an instance which would constitute Just Cause unde