Exhibit 10.3
HIBBETT
SPORTS, INC.
STANDARD
NON-QUALIFIED OPTION AGREEMENT
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 2005 Equity Incentive
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 2005 Equity Incentive
Plan (“EIP” or “Plan”).
B. The
Participant has been selected by the committee administering
the EIP to receive a Non-Qualified Stock Option
Award.
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.
Terms 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 in several
installments according to the schedule set forth on the Grant
Letter. An installment shall not become exercisable
on the otherwise applicable vesting date if the
Participant’s Date of Termination occurs on or before
such vesting date. Notwithstanding the foregoing provisions,
however, the Option shall accelerate and become exercisable
with respect to all of the Covered Shares (to the extent it is
not then otherwise exercisable) in the following
situations:
(a) The
Option shall become fully exercisable upon the
Participant’s Date of Termination, if the
Participant’s Date of Termination occurs by reason of
the Participant’s death, Disability or
Retirement.
(b) The
Option shall become fully exercisable upon a Change in
Control, if (i) the Participant’s Date of Termination
does not occur before the Change in Control and (ii) the
Committee determines to accelerate such
exercisability.
The
Option may be exercised on or after the Date of Termination
only as to that portion of the Covered Shares as to which it
was exercisable immediately prior to the Date of Termination,
or as to which it became exercisable on the Date of
Termination in accordance with this paragraph 3.
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 earliest to occur of:
(a) the
eighth (8th) anniversary of the Grant Date;
(b) twelve
(12) months after such Date of Termination if the if the
Participant is terminated by the Company without
Cause;
(c) the
90-day anniversary of such Date of Termination if the
Participant’s termination occurs for any reason
other
than any of those described in paragraphs (b), (d), (e)
or (f) of this Section 4;
(d) the
eighth (8 th
) anniversary of the Grant Date if the Participant’s
termination occurs on account of death, disability, or upon
retirement after attaining age 65 and completing 7 years of
service;
(e) the
Date of Termination if the Participant’s is terminated
for Cause; or
(f) the
date on which the Committee determines the Participant
materially violated (i) the provisions of paragraph 10 below
or (ii) any non-competition agreement which the Participant
may have entered into with the Company.
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 Committee 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 Committee 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 regulations. In making any determination hereunder, the
Company may rely on the opinion of counsel for the
Company.
6.
Withholding
. All deliveries and distributions under this Agreement are
subject to withholding of all applicable taxes. The Company is
entitled to (a) withhold and deduct from future wages of the
Participant (or from other amounts due to Participant) or make
other arrangements for the collection of all legally required
amounts necessary to satisfy such withholding or (b) require
the Participant promptly to remit such amounts to the
Company. Subject to such rules and limitations as
may be established by the Committee from time to time, the
withholding obligations described in this Section 6 may be
satisfied through the surrender of shares of Stock which the
Participant already ow
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