Exhibit
10.1
HIBBETT
SPORTS, INC.
NON-EMPLOYEE
DIRECTOR NON-QUALIFIED OPTION AGREEMENT
(FULL
VESTING)
NOTE:
This document incorporates the accompanying Grant Letter, and
together they constitute a single Agreement which governs the terms
and conditions of your Option in accordance with the
Company’s Amended 2006 Non-Employee Director Equity
Plan.
THIS
AGREEMENT (“Agreement”), is effective as of the Grant
Date specified in the accompanying Grant Letter, by and between the
Participant and Hibbett Sports, Inc.
(“Company”).
A. The
Company maintains the Amended 2006 Non-Employee Director Equity
Plan (“NEDEP” or “Plan”).
B. The
Participant is entitled to receive an Option Award under the
Plan.
C. Key
terms and important conditions of the Award are set forth in the
cover letter (“Grant Letter”) which was delivered to
the Participant at the same time as this document. This Agreement
contains general provisions relating to the Award.
IT IS
AGREED, by and between the Company and the Participant, as
follows:
1.
Term of Award . The following terms used in this Agreement
shall have the meanings set forth in this paragraph 1:
(a) The
“Participant” is the individual named in the Grant
Letter.
(b) The
“Grant Date” is the date of the Grant
Letter.
(c) The
“Covered Shares” is that number of shares of the
Company’s Stock specified in the Grant Letter.
(d) The
“Exercise Price” is the price per common share set
forth in the Grant Letter.
Other
terms used in this Agreement are defined pursuant to paragraph 8 or
elsewhere in this Agreement.
2.
Award and Exercise Price . This Agreement specifies the
terms of the option (the “Option”) granted to the
Participant to purchase the number of Covered Shares at the
Exercise Price per share. The Option is not an “incentive
stock option” as that term is used in Code section
422.
3.
Date of Exercise . Subject to the limitations of this
Agreement, the Option shall be exercisable according to the
schedule set forth on the Grant Letter.
4.
Expiration . The Option shall not be exercisable after the
Company’s close of business on the last business day prior to
the Expiration Date. The “Expiration Date” shall be
tenth (10th anniversary of the Grant Date.
5.
Method of Option Exercise .
(a) Subject
to the terms of this Agreement and the Plan, the Option may be
exercised in whole or in part by filing a written notice with the
Chief Financial Officer (or such other party as the Company may
designate) of the Company at its corporate headquarters prior to
the Company’s close of business on the last business day that
occurs prior to the Expiration Date. Such notice shall specify the
number of Covered Shares which the Participant elects to purchase,
and shall be accompanied by payment of the Exercise Price for such
shares of Stock indicated by the Participant’s
election.
(b) Payment
shall be by cash or by check payable to the Company. Except as
otherwise provided by the Board before the Option is exercised; (i)
all or a portion of the Exercise Price may be paid by the
Participant by delivery of shares of Stock that have been owned by
the Participant for at least six (6) months and are otherwise
acceptable to the Board having an aggregate Fair Market Value
(valued as of the date of exercise) that is equal to the amount of
cash that would otherwise be required; and (ii) the Participant may
pay the Exercise Price by authorizing a third party to sell shares
of Stock (or a sufficient portion of the shares) acquired upon
exercise of the Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire Exercise Price and
any tax withholding resulting from such exercise.
(c) The
Option shall not be exercisable if and to the extent the Company
determines that such exercise would violate applicable state or
Federal securities laws or the rules and regulations of any
securities exchange on which the Stock is traded. If the Company
makes such a determination, it shall use all reasonable efforts to
obtain compliance with such laws, rules and regulatio
