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Exhibit 10.1
HIBBETT SPORTS, INC.
AMENDED (1996) STOCK PLAN FOR OUTSIDE DIRECTORS
1. Purpose
The purpose of the Hibbett
Sports, Inc. (1996) Stock Plan for Outside Directors (the
"Plan") is to promote the interests of Hibbett Sports, Inc.
(the "Company") and its stockholders by increasing the
proprietary interest of outside directors in the growth and
performance of the Company by granting such directors options
to purchase shares of Common Stock, par value $.01 per share
(the "Shares") of the Company.
2. Administration
The Plan shall be
administered by the Company's Board of Directors (the
"Board"). Subject to the provisions of the Plan,
the Board shall be authorized to interpret the Plan, to
establish, amend, and rescind any rules and regulations
relating to the Plan and to make all other determinations
necessary or advisable for the administration of the Plan;
provided, however, that the Board shall have no discretion
with respect to the selection of directors to receive
options, the number of Shares subject to any such options
(other than as specifically set forth in section 5(b)-(c)),
the purchase price thereunder or the timing of grants of
options under the Plan. The determinations of the
Board in the administration of the Plan, as described herein,
shall be final and conclusive. The Secretary of
the Company shall be authorized to implement the Plan in
accordance with its terms and to take such actions of a
ministerial nature as shall be necessary to effectuate the
intent and purposes thereof. The validity,
construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in
accordance with the laws of the State of
Delaware.
3. Eligibility
The class of individuals
eligible to receive grants of options under the Plan shall be
the "Eligible Directors". For purposes of this
Plan, an "Eligible Director" shall be a member of the Board
who is not an employee of the Company, Saunders Karp &
Megrue, L.P., or any affiliate of either of them; provided,
however, that members of the Board who are employees and
affiliates of Saunders Karp & Megrue, L.P. shall become
Eligible Directors for purposes of this Plan as of May 13,
2003, and any grants made hereunder with respect to the
fiscal year ended January 31, 2004 shall be pro-rated
accordingly. Any holder of an option granted
hereunder shall hereinafter be referred to as a
"Participant".
4. Shares
Subject to the Plan
Subject to adjustment as
provided in Section 6, an aggregate of 150,000 Shares shall
be available for issuance under the Plan. The
Shares deliverable upon the exercise of options may be made
available from authorized but unissued Shares or treasury
Shares. If any option granted under the Plan shall
terminate for any reason without having been exercised, the
Shares subject to, but not delivered under, such option shall
be available for issuance under the Plan.
5. Grant,
Terms and Conditions of Options
(a) Subject to
the consummation of the initial public offering of the
Company's Common Stock, each Eligible Director on the
Effective Date (as defined in Section 10) will be granted on
such date an option to purchase 5,000 Shares.
(b) Each Eligible Director
elected following the Effective Date (as defined in Section
10) shall be granted an option to purchase 10,000 Shares upon
his initial election to the Board; provided, however, that
the Board may establish by resolution a lesser number of
Shares subject to Options to be granted upon initial
election, but in no event shall the Board have discretion to
increase such number above 10,000.
(c) On the last
day of each fiscal year of the Company (each an "Applicable
Fiscal Year")(beginning with the fiscal year commencing on a
date following the Effective Date), each Eligible Director
who was initially elected to the Board before such date shall
be granted an option pursuant to subsection (i) or (ii) of
this Section 5(c), as the case may be:
(i) Each
Eligible Director who was initially elected to the Board
after the first day of such Applicable Fiscal Year shall be
granted an option. The number of shares of Common
Stock covered be each such Option shall be 5,000 multiplied
by a fraction,
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