Exhibit 10.2
HIBBETT SPORTS, INC.
AMENDED AND RESTATED (1996) STOCK OPTION PLAN
SECTION
1. PURPOSE
The
purpose of this Plan is to promote the interests of the
Company and its shareholders by granting Options to purchase
Stock to Employees in order (1) to provide an additional
incentive to each Employee to work to increase the value of
the Company's Stock, and (2) to provide each Employee with a
stake in the future of the Company which corresponds to the
stake of each of the Company's shareholders.
SECTION
2. DEFINITIONS
Each
term set forth in this Section 2 shall have the meaning set
forth opposite such term for purposes of this Plan and, for
purposes of such definitions, the singular shall include the
plural and the plural shall include the singular.
2.1. Affiliate
-- means any corporation, partnership, joint venture or any
other entity (i) that, directly or indirectly, is controlled
by the Company or (ii) in which the Company owns, directly or
indirectly, a significant equity interest, in either case as
determined by the Committee.
2.2. Board
-- means the Board of Directors of the Company.
2.3. Change
in Control -- shall be deemed to have occurred if (i) any
person" as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under any employee benefit plan
of the Company, any company owned, directly or indirectly, by
the shareholders of the Company in substantially the same
proportions as their ownership of Stock of the Company,
Saunders Karp & Megrue, L.P. or any Affiliate thereof, or
the Anderson Shareholders (as defined in the Stockholders
Agreement dated as November 1, 1995 among the SK Equity Fund
L.P., SK Investment Fund L.P., the Company and certain
shareholders of the Company named therein)), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power
of the Company's then outstanding securities; (ii) during any
period of two consecutive years (not including any period
prior to the adoption of the Plan), individuals who at the
beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has
entered into an agreement with the Company to effect a
transaction described in clause (i), (iii), or (iv) of this
paragraph) whose election by the Board or nomination for
election by the Company's shareholders was approved by a vote
of at least two-thirds of the directors then still in office
who either were directors at the beginning of the two-year
period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at
least a majority of the Board; (iii) the shareholders of the
Company approve a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation
that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after
such merger or consolidation; or (iv) the shareholders of the
Company approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of
all or substantially all of the Company's
assets. If any of the events enumerated in clauses
(i) through (iv) occur, the Committee shall determine the
effective date of the Change in Control resulting therefrom,
for purposes of the Plan.
2.4. Code
-- means the Internal Revenue Code of 1986, as
amended.
2.5. Committee
-- means a committee appointed by the Board to administer this
Plan which at all times shall consist of two or more members
of the Board. To the extent the Board considers it
desirable to comply with or qualify under Rule 16b-3 of the
Exchange Act, each member of the Committee shall be a
"non-employee director" within the meaning of Rule
16b-3. The Board may from time to time remove
members from, or add members to, the Committee. Vacancies on
the Committee shall be filled by the Board. The
Committee shall select one of its members as Chairman and
shall hold meetings at such times and places as it may
determine.
2.6. Company
-- means Hibbett Sports, Inc., a Delaware corporation, or any
successor to such corporation, and its
Affiliates.
2.7. Employee
-- means any full-time employee of Hibbett Sporting Goods,
Inc. or its wholly owned subsidiaries who the Committee,
acting in its absolute discretion, has determined to be
eligible for the grant of an Option under this
Plan.
2.8. Exchange
Act -- means the Securities Exchange Act of 1934, as
amended.
2.9. Fair
Market Value -- means, unless otherwise determined by the
Committee, the closing price on the date of determination for
a share of Stock, or if there were no sales on such date, the
most recent prior date on which there were sales, as reported
by The Wall Street Journal or, if The Wall Street Journal does
not report such closing price, such closing price as reported
by a newspaper or trade journal selected by the
Committee.
2.10. ISO
-- means an option granted under this Plan to purchase Stock
which is intended by the Company to satisfy the requirements
of Code Section 422.
2.11. Non-ISO
-- means an option granted under this Plan to purchase Stock
which is not intended by the Company to satisfy the
requirements of Code Section 422.
2.12. Option
-- means an ISO or a Non-ISO.
2.13. Option
Agreement -- means the written agreement or instrument which
sets forth the terms of an Option granted to an Employee under
this Plan.
2.14. Option
Price -- means the price which shall be paid to purchase one
share of Stock upon the exercise of an Option granted under
this Plan.
2.15. Plan
-- means this Hibbett Sports, Inc. Amended and Restated 1996
Stock Option Plan, as amended from time to time.
2.16. Rule
16b-3 -- means the exemption under Rule 16b-3 to Section 16(b)
of the Exchange Act or any successor to such
rule.
2.17. Stock
-- means the $.01 par value common stock of the
Company.
SECTION
3. SHARES RESERVED UNDER THE PLAN
There
shall be 238,566 shares of Stock reserved for use under this
Plan [the
number of shares of Stock reserved for use under this Plan was
subsequently increased by an additional 650,000 shares- See
Registration Statement on Form S-8 (Reg. No. 333-63094) filed
June 15, 2001] , and such shares of Stock shall be
reserved to the extent that the Company deems appropriate from
authorized but unissued shares of Stock and from shares of
Stock which have been reacquired by the
Company. Furthermore, any shares of Stock subject
to an Option which remain unissued after the cancellation,
expiration or exchange of such Option thereafter shall again
become available for use under this Plan.
SECTION
4. EFFECTIVE DATE
The
effective date of this Plan shall be the date it is adopted by
the Board, provided that to the extent this Plan provides for
the issuance of ISOs, the shareholders of the Company shall
approve those portions of this Plan related to the granting of
ISOs within twelve (12) months after the date of
adoption. If any Options are granted under this
Plan before the date of such shareholder approval, such
Options automatically shall be granted subject to such
approval.
SECTION
5. ADMINISTRATION
5.1. Authority
of Committee. The Plan shall be administered by the
Committee. Subject to the terms of the Plan and
applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to: (i)
designate Employees to participate in the Plan; (ii) determine
the type of Options to be granted to an eligible Employee;
(iii) determine the number of shares of Stock to be covered by
an Option; (iv) determine the terms and conditions of any
Option; (v) determine whether, to what extent, and under what
circumstances an Option may be exercised in cash, shares of
Stock, other securities, or other property, or canceled,
forfeited, or suspended and the method or methods by which
Options may be exercised, canceled, forfeited, or suspended;
(vi) interpret and administer the Plan and any instrument or
agreement relating to, or grant made under, the Plan; (vii)
establish, amend, suspend, or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (viii) make any other
determination and take any other action that the Committee
deems necessary to or desirable for the administration of the
Plan.
5.2.
Committee Discretion Binding. Unless otherwise
expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or
with respect to the Plan or any Option shall be within the
sole discretion of the Committee, may be made at any time, and
shall be final, conclusive, and binding upon all persons,
including the Company, any Employee, any holder or beneficiary
of any Option and any shareholder.
SECTION
6. ELIGIBILITY
Only
Employees shall be eligible for the grant of Options under
this Plan.
SECTION
7. GRANT OF OPTIONS
Subject
to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees to whom
Options shall be granted, the number of shares of Stock to be
covered by each Option, the Option Price therefor, and the
conditions and limitations applicable to the exercise of the
Option. The Committee shall have the authority to
grant ISOs, or to grant Non-ISOs, or to grant both types of
Options. In the case of ISOs, the terms and
conditions of such grants shall be subject to and comply with
such rules as may be prescribed by Section 422 of the Code, as
from time to time amended, and any regulations implementing
such statute.
SECTION
8. OPTION PRICE
The
Option Price for each share of Stock subject to an Option
shall be determined by the Committee in its discretion, but in
no event shall the Option Price be less than the Fair Market
Value of a share of Stock on the date the Option is
granted. The Option Price shall be payable in full
upon the exercise of any Option and, at the discretion of the
Committee, an Option Agreement can provide for the payment of
the Option Price
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