Exhibit
10.1
Hibbett
Sports, Inc.
Executive
Voluntary Deferral Plan
Effective
January 1, 2010
HIBBETT
SPORTS, INC.
EXECUTIVE
VOLUNTARY DEFERRAL PLAN
Effective January
1, 2010
TABLE OF
CONTENTS
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Page
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INTRODUCTION
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1
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ARTICLE
I DEFINITIONS
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2
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1.01
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Administrator
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2
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1.02
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Account
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2
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1.03
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Affiliate
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2
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1.04
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Beneficiary
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2
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1.05
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Board
of Directors or Board
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2
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1.06
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Bonus
Payment
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2
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1.07
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Cause
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2
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1.08
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Change
in Control
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3
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1.09
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Code
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3
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1.10
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Committee
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3
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1.11
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Company
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3
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1.12
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Deferral
Contribution
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3
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1.13
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Deferral
Election
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3
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1.14
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Deferral
Year
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4
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1.15
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Disability
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4
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1.16
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Employee
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4
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1.17
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ERISA
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4
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1.18
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Investment
Fund
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4
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1.19
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Key
Employee
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4
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1.20
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Participant
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5
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1.21
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Plan
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5
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1.22
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Plan
Year
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5
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1.23
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Salary
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5
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1.24
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Termination
of Employment
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5
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1.25
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Unforseeable
Emergency
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5
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ARTICLE
II ELIGIBILITY AND PARTICIPATION
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6
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2.01
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Eligibility
Requirements
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6
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2.02
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Participation
in the Plan
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6
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ARTICLE
III DEFERRAL ELECTIONS
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7
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3.01
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Election
of Deferrals
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7
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3.02
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Election,
Revocation and Modification of Deferrals; Initial Deferral
Election
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7
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ARTICLE
IV ACCOUNTS
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8
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4.01
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Establishment
of Accounts
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8
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4.02
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Deferral
Contributions
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8
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4.03
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Equitable
Adjustments in Case of Error or Ommission
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8
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ARTICLE
V INVESTMENTS AND VALUATION
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9
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5.01
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Investment
of Accounts
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9
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5.02
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Valuation
of Bookkeeping Accounts
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9
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ARTICLE
VI DISTRIBUTIONS AND WITHDRAWALS
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10
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6.01
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Fixed
Payment Date
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10
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6.02
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Change
in Control, Death, Disability, Termination of Employment
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10
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6.03
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Hardship
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10
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6.04
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Form
of Distribution
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11
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6.05
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Federal
Income Tax Withholding
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11
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6.06
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Benefit
Determination and Payment Procedure
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11
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6.07
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Distribution
of Benefit When Distributee Cannot Be Located
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11
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6.08
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Acceleration
of Benefits Prohibited
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11
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ARTICLE
VII FUNDING
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12
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7.01
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Funding
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12
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ARTICLE
VIII ADMINISTRATION
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13
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8.01
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Appointment
of Administrator
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13
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8.02
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Duties
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13
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8.03
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Benefit
Claims Review Procedure
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13
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8.04
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Fiduciary
Discretion
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14
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ARTICLE
IX AMENDMENT OR TERMINATION OF THE PLAN
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15
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9.01
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Amendment
or Termination of Plan
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15
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ARTICLE
X GENERAL PROVISIONS
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16
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10.01
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No
Guarantee of Employment
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16
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10.02
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Payments
to Minors and Incompetents
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16
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10.03
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Non-Alienation
of Benefits
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16
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10.04
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Headings
and Subheadings
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16
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10.05
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Use
of Masculine and Feminine; Singular and Plural
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16
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10.06
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Beneficiary
Designation
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16
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10.07
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Errors
and Omissions
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17
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10.08
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Governing
Law
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17
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10.09
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Binding
Effect
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17
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10.10
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Effect
on Other Plans
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17
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10.11
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Other
Benefits and Agreements
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17
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ARTICLE
XI ADOPTION OF PLAN
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18
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Hibbett
Sports, Inc.
Executive
Voluntary Deferral Plan
Effective
January1, 2010
INTRODUCTION
The
Hibbett Sports, Inc. Executive Voluntary Deferral Plan (the “Plan”) is adopted
effective January 1, 2010. The primary purpose of the Plan is to
permit key executives of Hibbett Sports, Inc. (the “Company”) with the
opportunity to defer, on a pre-tax basis, a portion of their
compensation. The Company has determined that the adoption of the
Plan will assist it in attracting and retaining those employees whose abilities
and experience will contribute to the Company’s continued success.
The
Company intends for the Plan to be an employee pension benefit plan
within the meaning of the Employee Retirement Income Security Act of 1974 as
amended. The Plan is unfunded and covers a select group of management
or highly compensated employees. The Company also intends the Plan to
comply with the requirements of Section 409A of the Internal Revenue Code of
1986. All questions arising in the construction and administration of
the Plan must be resolved in a manner that is consistent with that
intent.
ARTICLE
I
DEFINITIONS
Administrator
means the Director of Human Resources, or any other employee designated by the
Director of Human Resources.
Account means
the account or bookkeeping record reflecting a Participant's interest in the
Plan. A Participant may have several Accounts in the
Plan.
Affiliate
means any corporation which, when considered with Hibbett Sports, Inc., would
constitute a controlled group of corporations within the meaning of Code section
1563(a), determined without regard to Code sections 1563(a)(4) and 1563(e)(3)(C)
or any entity, whether or not incorporated which, when considered with Hibbett
Sports, Inc., would constitute a controlled group in accordance with Code
section 414(c) and regulations promulgated thereunder.
Beneficiary
means the the person or entity specified by a Participant on forms prescribed by
the Company for that purpose. If a Participant does not designate a
Beneficiary or if the designated Beneficiary predeceases the Participant or is
not in existence on the date of the Participant's death, then Beneficiary means
the Participant's surviving spouse, or if there is no surviving spouse, the
executor(s) or administrator(s) of the Participant's estate.
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1.05
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Board of
Directors
or
Board
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Board of Directors or
Board means the Board of Directors of Hibbett Sports, Inc.
Bonus Payment
means a Participant’s annual bonus earned with respect to the Company’s fiscal
year that commences during a Plan Year whether or not owed during such Plan
Year.
Cause means
the determination by the Board in the exercise of its reasonable judgment that
the Participant has committed an act or acts constituting (a) a felony or other
crime involving dishonesty, theft or embezzlement, or (b)
fraud.
A Change in
Control means a change in the ownership of the Company, a change in effective
control of the Company, or a change in the ownership of a substantial portion of
the assets of the Company. A change in the ownership of the Company
occurs on the date that any one person, or more than one person, acting as a
group, acquires ownership of stock of the Company that, together with stock held
by such person or group
constitutes
more than 50% of the total fair market value or total voting power of the stock
of the Company. A change in the effective control of the Company occurs only on
(i) the date any one person or group acquires ownership of stock of the Company
possessing 30% or more of the total voting power of the stock, or (ii) the date
a majority of the members of the Company’s Board is replaced during any 12 month
period by directors whose appointment or election is not endorsed by a majority
of the members of the Company’s Board before the date of the appointment or
election. A change in the ownership of a substantial portion of the assets of
the Company occurs on the date that any one person or group acquires assets from
the Company that have a total gross fair market value equal to or more than 40%
of the total gross fair market value of all the assets of the Company
immediately before such acquisition. This definition of Change in Control shall
be interpreted in a manner that is consistent with Treasury Regulation section
1.409A-3(i)(5).
Code means
the Internal Revenue Code of 1986, as amended. References to specific
sections of the Code includes those sections and any comparable sections of
future legislation that modify, amend, supplement, supersede or recodify such
sections.
Committee
means the Compensation Committee of the Board.
Company means
Hibbett Sports, Inc. and all of its Affiliates that have adopted the
Plan.
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1.12
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Deferral
Contribution
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Deferral
Contribution means a Participant’s pre-tax deferrals made under the Plan in
accordance with Plan Article III.
Deferral
Election means the Employee’s election in writing to defer amounts under the
Plan.
Deferral Year
means (i) the calendar year in which the Participant’s salary is earned, and
(ii) with respect to a Bonus Deferral, the calendar year in which the Company’s
fiscal year commences.
A Participant
is considered disabled if the Participant is (a) unable to engage in any
substantial
gainful activity by reason of any medically determinable physical or mental
impairment that
can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (b) by reason of any medically
determinable physical or
mental
impairment that can be expected to result in death or can be expected to last
for a
continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health pian covering
employees of the Company.
Employee
means an individual who is an employee of Hibbett Sports, Inc. or an Affiliate
who has adopted the Plan and who is a member of a select group of management or
highly compensated employees of the Company
or an Affiliate
.
ERISA means
the Employee Retirement Income Security Act of 1974, as
amended. References to specific sections of ERISA shall include those
sections and any comparable sections of future legislation that modify, amend,
supplement, supersede or recodify such sections.
Investment
Fund means one or more of the investment funds selected by the
Administrator.
Key Employee
means an Employee who, as of December 31 of any Plan Year, satisfies the
requirements of Code Section 416(i) (without regard to Code section
416(i)(5)). Such Employee will be considered a Key Employee for
purposes of the Plan for the 12-month period commencing on the next following
April 1; provided, however, that an individual will not be considered a Key
Employee unless at the time of his or her Termination of Employment, the Company
is considered a public company pursuant to Code section 409A.
Participant
means an eligible Employee who satisfies the requirements of Article
II. A Participant is considered an active Participant if such
Participant has a Deferral Election in effect. A Participant who does
not have a Deferral Election in effect or who is no longer an Employee is
considered an inactive Participant.
Plan means
the Hibbett Sports, Inc. Executive Voluntary Deferral Plan.
Plan Year
means the annual period beginning on January 1st and ending on the following
December 31st.
Salary means
a Participant’s annual base salary.
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1.24
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Termination
of Employment
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Termination
of Employment means a Participant’s separation from service from the Company or
any Affiliate, including by retirement or any other termination of employment,
consistent with Code Section 409A and Treasury Regulations
thereunder.
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1.25
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Unforeseeable
Emergency
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Unforeseeable
Emergency means a Participant’s severe financial hardship resulting from an
illness or accident of the Participant, or the Participant’s spouse or dependent
(as defined in Code section 152), loss of the Participant’s property due to
casualty or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant. The
amount of the distribution on account of an Unforeseeable Emergency may not
exceed the amounts necessary to satisfy such emergency plus amounts necessary to
pay taxes reasonably anticipated as a result of the
distribution. Payment may not be made to the extent an Unforeseeable
Emergency is or may be relieved (a) through reimbursement or compensation by
insurance or otherwise, or (b) by liquidation of the Participant’s assets, to
the extent the liquidation of such assets would not itself cause severe
financial hardship. Any determination of the existence of an
Unforeseeable Emergency and the amount to be distributed on account thereof
shall be made by the Administrator (or such other person as may be required to
make such decisions) in accordance with rules applied in a uniform and
nondiscriminatory manner.
ARTICLE
II
ELIGIBILITY AND
PARTICIPATION
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2.01
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Eligibility
Requirements
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The
Committee, in its sole discretion, shall designate the Employees who are
eligible to participate in the Plan. The Committee shall notify an
Employee of his or her eligibility to participate in the Plan in writing prior
to his or her initial participation.
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2.02
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Participation
in the Plan
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(a) An
eligible Employee becomes a Participant upon his completion of a Deferral
Election pursuant to Article III. Each Employee and Participant must
correctly disclose to the Administrator all requested information necessary for
the administration of the Plan.
(b) A
Participant shall continue to be a Participant of the Plan until the date that
he is no longer entitled to benefits under the Plan.
ARTICLE III
DEFERRAL
ELECTIONS
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3.01
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Election
of Deferrals
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(a) In
order to become a Participant, an eligible Employee must file with the
Administrator a Deferral Election, in accordance with its terms and the terms
and conditions of this Article III. Such Deferral Election must be
filed no later than the December 31 preceding the first Plan Year for which the
Participant’s Salary or Bonus Payment will be deferred, or at such earlier time
as may be set by the Administrator in its sole discretion.
(b) The
maximum Deferral Contribution for a Plan Year shall be fifty percent (50%) of
the Participant’s Salary earned during the Plan Year and one hundred percent
(100%) of the Participant’s Bonus Payments earned for the fiscal year that
commences during the Plan Year. A Participant’s election must be made
in one percent (1%) increments.
(c) Each
Deferral Election shall be made on a form provided by the Administrator and
shall specify any such information as the Administrator may
require.
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3.02
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Election,
Revocation and Modification of Deferrals; Initial Deferral
Election
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(a) Except
as provided in subsection (b) below, a Paticipant may make an election to defer
Salary and/or Bonus Payments for a Plan Year only if such election is made no
later than December 31 of the prior Plan Year, or by such earlier date as may be
announced by the Administrator. Such election shall remain in effect
for the entire Plan Year and for all subsequent Plan Years until the Participant
timely revokes such election for a subsequent Plan Year or timely files a new
election applicable to a subsequent Plan Year. Each Deferral Election
shall be made on a form provided by the Administrator and shall specify such
additional information as the Administrator may require.
(b) In
the case of individuals who become eligible to Participate on or after January
1, 2010, the individual must make an initial Deferral Election within thirty
(30) days after he or she becomes eligible to participate in the
Plan. Such election shall only be valid with respect to Salary and
Bonus Payments paid for services rendered after the date of the initial Deferral
Election.
(c) All
Deferral Elections are irrevocable after the last date permitted for making an
election under Code Section 409A, or such earlier date specified by the
Administrator.
ARTICLE
IV
ACCOUNTS
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4.01
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Establishment
of Accounts
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The
Administrator shall establish and maintain separate Accounts and for each
Participant of the Plan to credit a Participant’s Deferral
Contributions. As required for appropriate record-keeping, the
Administrator may establish and name additional Accounts or sub-accounts for
each Participant.
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4.02
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Deferral
Contributions
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(a) Deferral
Contributions consisting of Salary shall be credited to the Participant’s
Account as of the last day of the payroll period in which such Salary would
otherwise be paid to the Participant. Deferral Contribution
consisting of Bonus Payments shall be credited as of the last day of the month
in which the Bonus Payment would have been made to the Participant.
(b) A
Participant’s interest in his Account attributable to Deferral Contributions and
any earnings thereon shall be fully vested and nonforfeitable.
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4.03
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Equitable
Adjustment in Case of Error or
Ommission
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If
an error or omission is
discovered in the Account of a Participant, the Administrator shall make such
equitable adjustment as the Administrator deems appropriate.
ARTICLE
V
INVESTMENTS AND
VALUATION
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5.01
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Investment
of Accounts
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(a) A
Participant may direct the investment of his Account among one or more of the
Investment Funds. Such direction shall be in writing on a form
provided by the Administrator and in accordance with procedures established by
the Administrator. The investment of a Participant’s Account is
hypothetical and solely for the purpose of crediting earnings on such
Account.
(b) The
investment of a Participant’s Account shall be made in multiples of ten percent
(10%). An investment election shall remain in force until
changed. Participants may change the investment of their Account with
respect to the balance in their Account and with respect to any future Deferral
Contributions in accordance with procedures established by the
Administrator.
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5.02
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Valuation
of Bookkeeping Accounts
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Each
Participant's Account shall be valued as of the last day of each calendar
quarter and adjusted as of such date to reflect any gains and losses in the
Investment Funds and any other expenses or charges attributable to the Account
or Investment Fund.
ARTICLE
VI
DISTRIBUTIONS AND
WITHDRAWALS
(a) The
Participant may elect, as part of his or her Deferral Election, to specify the
date on which amounts subject to the Deferral Election for each Deferral Year,
and deemed earnings and losses thereon, will be paid. Payment
will be made to the Participant or his Beneficiary, as the case may be, within
60 days following the date specified by the Participant. The Participant may
elect a single lump sum payment or annual installments as provided in Section
6.04. If the Participant chooses not to make an election under this
Section 6.01, payment of the Participant’s Account will be governed by the other
provisions of this Article VI.
(b) Notwithstanding
an election made under Section 6.01(a), the total value of a Participant’s
Account may be paid prior to that date in accordance with Section 6.02 or 6.03,
below.
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6.02
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Change
in Control, Death, Disability, Termination of
Employment
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(a) In
the event of a Change in Control, or the Participant’s death, Disability, or
Termination of Employment, the Plan shall pay the Participant, or his
Beneficiary, as the case may be, the total value of the Participant’s Account,
as of the Change in Control, or as of his death, determination of Disability by
the Administrator, or Termination of Employment, within 60 days following the
applicable event, to the extent not previously distributed under Section 6.01
and subject to Section 6.02(b), below. The Participant may elect to
receive the total value of his Account in a single lump sum payment or annual
installments as provided in Section 6.04. Payment under this
Section 6.02 shall override a later fixed payment date elected under Section
6.01.
(b) In
the event the Participant is a Key Employee on the date of his Termination of
Employment, the distribution of his Account on account of a Termination of
Employment other than due to death or Disability shall be made on the first day
of the month following the six-month anniversary of the Participant’s
Termination of Employment. Installments that would have been paid
during such six month period had the Participant not been a Specified Employee
will be included in the first payment. Such delay shall apply only to
the extent required by Code Section 409A and, thus, generally shall not apply to
payments due only upon a specified date.
A
distribution of up to 50% of the vested portion of the Participant’s Account
because of an Unforeseeable Emergency will be permitted only to the extent
required by the Participant to satisfy the emergency need. Whether an
Unforeseeable Emergency has occurred will be determined solely by the
Administrator. Distributions in the event of an Unforeseeable
Emergency may be made by and with the approval of the Administrator upon written
request by a Participant.
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6.04
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Form
of Distribution
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Payment shall
be made from the Plan to a Participant or Beneficiary in a single lump sum or in
annual installments of two to five years.
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6.05
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Federal
Income Tax Withholding
|
The Company
shall withhold from any payment made by it under the Plan such amount or amounts
as may be required for purposes of complying with the tax withholding or other
provisions of the Code, as amended, or any federal, state or local income or
employment tax provision, or otherwise.
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6.06
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Benefit
Determination and Payment
Procedure
|
The
Administrator shall make all determinations concerning eligibility for benefits
under the Plan, the time or terms of payment, and the form or manner of payment
to the Participant or the Participant’s Beneficiary, in the event of the death
of the Participant. The Administrator shall promptly notify the
Company of each such determination that benefit payments are due and provide to
the Company all other information necessary to allow the Company to carry out
such determination, whereupon the Company shall pay such benefits in accordance
with the Administrator’s determination.
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6.07
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Distribution
of Benefit When Distributee Cannot Be
Located
|
The
Administrator shall make all reasonable attempts to determine the identity
and/or whereabouts of a Participant or a Participant’s Beneficiary entitled to
benefits under the Plan, including the mailing by certified mail of a notice to
the last known address shown on the Company’s or the Administrator’s records. If
the Administrator is unable to locate such a person entitled to benefits
hereunder, or if there has been no claim made for such benefits, the Company
shall continue to hold the benefit due such person or take such other action
needed to comply with applicable state escheat or similar laws.
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6.08
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Accelereation
of Benefits Prohibited
|
Except as
provided in Treasury Regulation section 1.409A-3(j), no acceleration in the time
or schedule of any payment or amount scheduled to be paid from the Participant’s
Account is permitted.
ARTICLE
VII
FUNDING
(a) All Participants
and Beneficiaries are general unsecured creditors of the Company with respect to
the benefits due hereunder and the Plan constitutes a mere promise by the
Company to make benefit payments in the future. It is the intention
of the Company that the Plan be considered unfunded for tax
purposes.
(b) The
Company may, but is not required to, purchase life insurance in amounts
sufficient to provide some or all of the benefits provided under this Plan or
may otherwise segregate assets for such purpose.
(c) The
Company may, but is not required to establish a grantor trust which may be used
to hold assets of the Company which are maintained as reserves against the
Company’s unfunded, unsecured obligations under the Plan. Such
reserves shall at all times be subject to the claims of the Company’s creditors
and the creditors of Affiliates any of whose Employees are
Participants. To the extent such trust or other vehicle is
established, and assets contributed for the purpose of fulfilling the Company’s
obligation hereunder, then such obligation of the Company or an Affiliate shall
be reduced to the extent such assets are utilized to meet its obligations
hereunder.
ARTICLE
VIII
ADMINISTRATION
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8.01
|
Appointment
of Administrator
|
The
Administrator shall be responsible for the operation and administration of the
Plan except to the extent its duties are allocated to and assumed by persons or
entities hereunder.
(a) The
Administrator shall make such rules and regulations as it deems necessary for
operation of the Plan, shall determine all questions arising in the
administration, interpretation and application of the Plan, review claims for
benefits which have been denied, and shall perform all other functions which may
be assigned to it by the Board.
(b) The
Administrator or its delegate shall maintain, on a plan or calendar year basis,
employee and other such records as are necessary for the successful operation of
the Plan and shall supply such full and timely information for all matters
relating to the Plan as the Administrator may require for the effective
discharge of its duties.
(c) The
Administrator or its delegate shall receive all applications for benefits and
shall establish rules and procedures to be followed by Participants and
Beneficiaries in filing such applications and for furnishing and verifying all
data which may be required in order to establish their rights to benefits in
accordance with the Plan. Upon receipt of an application for
benefits, the Administrator or its delegate shall determine all facts which are
necessary to establish the right of an applicant to benefits and the amount
thereof. All approved benefits shall be paid at the direction of the
Administrator or its delegate. Such payments shall be made in
accordance with the Administrator’s or its delegate’s written directions setting
forth the amount of such payments and the specific manner in which such payments
are to be made.
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8.03
|
Benefit
Claims Review Procedure
|
(a) Claims
for benefits under the Plan may be submitted to the Administrator or such person
as the Administrator may designate in writing who shall have the initial
responsibility for determining the eligibility of any Participant or Beneficiary
for benefits. Such claims for benefits shall be made in writing and
shall set forth the facts which such Participant or Beneficiary believes to be
sufficient to entitle him to the benefit claimed. The Administrator
may adopt forms for the submission of claims for benefits in which case all
claims for benefits shall be filed on such forms.
(b) Upon
receipt of a claim, the Administrator or its delegate must respond in writing
within 90 days. If necessary, the Administrator or its delegate's
first notice must indicate any special circumstances requiring an extension of
time for the Administrator or its delegate's decision.
The
extension notice must indicate the date by which the Administrator or its
delegate expects to give a decision. An extension of time for
processing may not exceed 90 days after the end of the initial 90 day
period.
(c) If
the written claim for a Plan benefit is wholly or partially denied or the
claimant has had no response, the claimant or his duly authorized
representative, at the sole expense of the claimant, may appeal the denial
within 60 days of the date of the denial or the expiration of the time period
provided in subsection (b) to the Administrator. An adverse notice
must be written in a manner calculated to be understood by the claimant and must
include (i) each reason for denial; (ii) specific references to the pertinent
provisions of the Plan or related documents on which the denial is based; (iii)
a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why that material or
information is needed; and (iv) appropriate information about the steps to be
taken if the claimant wishes to submit the claim for review.
(d) In
pursuing his appeal the claimant or his representative:
(i) may
request in writing that the Administrator review the denial;
(ii) may
review pertinent documents; and
(iii) may
submit issues and comments in writing.
(e) The
decision on review shall be made within 60 days; provided that the 60 day period
may be extended for an additional 60 days by written notice to the claimant
setting forth the reasons for the extension. The decision on review
shall be made in writing, shall include specific reasons for the decision, shall
be written in a manner calculated to be understood by the claimant and shall
contain specific references to the pertinent Plan provisions on which the
decision is based.
|
8.04
|
Fiduciary
Discretion
|
In
discharging the duties assigned to it under the Plan, the Administrator, and
each other fiduciary with respect to the Plan has the discretion to interpret
the Plan; adopt, amend and rescind rules and regulations pertaining to its
duties under the Plan; and to make all other determinations necessary or
advisable for the discharge of its duties under the Plan. Each
fiduciary's discretionary authority is absolute and exclusive. The
express grant in the Plan of any specific power to a fiduciary with respect to
any duty assigned to it under the Plan must not be construed as limiting any
power or authority of the fiduciary to discharge its duties. A
fiduciary's decision is final and conclusive unless it is established that the
fiduciary's decision constituted an abuse of its discretion.
ARTICLE
IX
AMENDMENT OR TERMINATION OF
THE PLAN
|
9.01
|
Amendment
or Termination of Plan
|
The Plan may
be terminated or amended at any time by the Board, effective as of any date
specified provided, however, that any termination must comply with the
requirements of Code section 409A. Any such action taken by the Board
shall be evidenced by a resolution. No amendment or termination shall decrease
the value of a Participant’s Account accrued prior to the effective date of the
amendment or termination.
ARTICLE
X
GENERAL
PROVISIONS
|
10.01
|
No
Guarantee of Employment
|
The Plan
shall not be deemed to constitute a contract between the Company and any
Participant or to be consideration or an inducement for the employment of any
Participant of the Company. Nothing contained in the Plan shall be
deemed to give any Participant the right to be retained in the service of the
Company or to interfere with the rights of the Company to discharge or to
terminate the service of any Participant at any time without regard to the
effect such discharge or termination may have on any rights under the
Plan.
|
10.02
|
Payments
to Minors and Incompetents
|
If a
Participant or Beneficiary entitled to receive any benefits hereunder is a minor
or is deemed so by the Administrator or is adjudged to be legally incapable of
giving valid receipt and discharge for such benefits, benefits will be paid to
such person as the Administrator might designate. Such payments
shall, to the extent made, be deemed a complete discharge of any liability for
such payment under the Plan.
|
10.03
|
Non-Alienation
of Benefits
|
To the extent
permitted by law, no benefit payable under the Plan will be subject in any
manner to anticipation, assignment, garnishment, or pledge; and any attempt to
anticipate, assign, garnish or pledge the same will be void and no such benefits
will be made in any manner liable for or subject to the debts, liabilities,
engagements or torts of any Participants.
|
10.04
|
Heading
and Subheadings
|
The headings
and subheadings in this Plan have been inserted for convenience of reference
only and are to be ignored in any construction of the provisions
hereof.
|
10.05
|
Use
of Masculine and Feminine; Singular and
Plural
|
In the
construction of the Plan the masculine shall include the feminine and the
singular the plural in all cases where such meanings are indicated by the
context.
|
10.06
|
Beneficiary
Designation
|
At the time
of enrollment in the Plan, each Participant, if applicable, must designate a
Beneficiary to receive settlement of his Plan account in the event of his death
during employment. A Participant may, from time to time, change a
Beneficiary or Beneficiaries under the Plan. In the event that no
designated Beneficiary is surviving at the time of the Participant's death,
settlement under the Plan will be made as provided in Plan section
1.04.
|
10.07
|
Errors
and Omissions
|
It shall be
the responsibility of those individuals and entities charged with the
administration of the Plan to see that it is administered in accordance with its
terms. In the event an innocent error or omission is discovered in
the operation or administration of the Plan, then the Administrator may correct
such error as it deems necessary or desirable in a manner consistent with the
goodwill intended to be engendered by the Plan and to put Participants in the
same relative position they would have been in but for such error or
omission.
The Plan
shall be construed, enforced and administered in accordance with the laws of the
State of Alabama, except to the extent Alabama’s choice-of-law provisions
require application of other state law, and except as preempted by
ERISA.
The Plan
shall be binding upon and inure to the benefit of the Company, its successors
and assigns, and the Participant and his heirs, executors, administrators and
legal representatives.
|
10.10
|
Effect
on Other Plans
|
The amount of
compensation deferred under the Plan shall not be deemed to be earnings or
compensation for the purpose of calculating a Participant’s benefits or
contribution under a retirement or deferral plan of the Company or the basis for
determining benefits under any other benefit plan provided by the Company,
except to the extent provided in any such plan. No amount distributed
under this Plan shall be deemed to be earnings or a part of the Participant’s
total compensation when determining a Participant’s benefit under any benefit
plan established by a Company, unless otherwise provided in such
plan.
|
10.11
|
Other
Benefits and Agreements
|
The benefits
provided for a Participant under the Plan are not intended to duplicate any
other benefits available to such Participant under any other plan or program of
the Company for its employees, and, except as may otherwise be expressly
provided for, the Plan shall not duplicate, supersede, modify or amend any other
plan or program of the Company in which a Participant is
participating.
ARTICLE
XI
ADOPTION OF
PLAN
As evidence
of its adoption of the Plan herein constituted, Hibbett Sports, Inc. has caused
this instrument to be signed by its duly authorized officer this 18
th
day
of November 2009.
HIBBETT
SPORTS, INC.
|
By:
|
/s/
Michael J. Newsome
|
|
Title:
|
Chairman
and Chief Executive Officer
|
End
of Exhibit 10.1
18
EXHIBIT
99.1
|
Contact:
|
|
Gary
Smith
|
|
|
|
Vice
President &
|
|
|
|
Chief
Financial Officer
|
|
|
|
(205)
942-4292
|
HIBBETT
REPORTS THIRD QUARTER 2010 RESULTS
|
·
|
Raises
Guidance for Fiscal 2010
|
|
·
|
Authorizes
Stock Repurchase Program of $250.0
Million
|
BIRMINGHAM,
Ala. (November 19, 2009) – Hibbett Sports, Inc. (NASDAQ/GS: HIBB), a sporting
goods retailer, today announced results for the third quarter ended October
31, 2009.
Financial
Highlights
Net sales
for the 13-week period ended October 31, 2009, increased 4.1% to $145.9 million
compared with $140.1 million for the 13-week period ended November 1,
2008. Comparable store sales decreased 0.2%. Net income for the
13-week period ended October 31, 2009, increased 14.7% to $8.8 million compared
with $7.7 million for the 13-week period ended November 1,
2008. Earnings per diluted share increased 14.0% to $0.30 compared
with $0.26 for the 13-week period ended November 1, 2008.
Net sales
for the 39-week period ended October 31, 2009, were $426.7 million compared with
$416.3 million for the 39-week period ended November 1,
2008. Comparable store sales decreased 2.5%. Net income for the
39-week period ended October 31, 2009, was $20.8 million compared with $21.8
million for the 39-week period ended November 1, 2008. Earnings
per diluted share was $0.72 compared with $0.75 for the 39-week
period ended November 1, 2008.
Mickey
Newsome, Chairman and Chief Executive Officer, stated, "We entered the third
quarter with our inventories in excellent shape and saw overall improvement in
the quarter due to merchandise selection and tight expense
control. We were able to improve margins and liquidity with a solid
cash generation on a slight decline in comparable store sales. While
footwear was negative for the quarter and continues to be a challenge, we saw
improvement over the second quarter. Apparel, accessories, equipment
and cleated footwear all posted positive same store sales in the third quarter,
and we expect that trend to continue in the fourth quarter.”
For the
quarter, Hibbett opened seven new stores and closed two stores, bringing the
store base to 764 in 24 states as of October 31, 2009. For Fiscal
2010, the Company plans to open 42 new stores and close approximately 20 stores
while expanding 18 to 20 high performing stores.
Liquidity
Hibbett
ended the third quarter with $24.8 million of available cash and cash
equivalents on the consolidated balance sheet, no debt and full availability
under its current $80 million unsecured credit facilities. At quarter end a year
ago, the Company had $6.5 million in cash and cash equivalents and $14.9 million
in debt.
Stock
Repurchase Program
The Board
of Directors of the Company authorized a new Stock Repurchase Program (Program)
of $250.0 million expiring on February 2, 2013. Effective
immediately, the new Program replaces the existing authorization which was due
to expire on January 30, 2010. Under the prior authorization, the
Company had purchased 7,761,813 shares of common stock to date at a cost of
$167.0 million.
Fiscal
2010 Outlook
The
Company updated its earnings guidance for the fiscal year ending
January 30, 2010, to a range of $0.95 to $1.02 per diluted share from
the previous guidance of $0.85 to $0.95 per diluted share. Comparable store
sales for the fourth quarter of Fiscal 2010 are expected to range between -2.0%
and 2.0%.
Investor
Conference Call and Simulcast
Hibbett
Sports, Inc. will conduct a conference call at 10:00 a.m. ET on
Friday, November 20, 2009, to discuss third quarter
results. The number to call for the live interactive teleconference
is (212) 231-2917. A replay of the conference call will be
available until November 27, 2009, by dialing (402) 977-9140 and
entering the passcode, 21440718.
The
Company will also provide an online Web simulcast and rebroadcast of its Fiscal
2010 third quarter conference call. The live broadcast of Hibbett's
quarterly conference call will be available online at
www.hibbett.com
under
Investor Relations,
www.streetevents.com
and
www.earnings.com
on
Friday, November 20, 2009, beginning at 10:00 a.m. ET. The online
replay will follow shortly after the call and continue through November
27, 2009.
Hibbett
Sports, Inc. operates sporting goods stores in small to mid-sized markets,
predominately in the Southeast, Southwest, Mid-Atlantic and the lower Midwest
regions of the United States. The Company’s primary store format is
Hibbett Sports, a 5,000-square-foot store located in dominant strip centers and
enclosed malls.
A
WARNING ABOUT FORWARD LOOKING STATEMENTS: Certain matters discussed
in this press release are "forward looking statements" as that term is used in
the Private Securities Litigation Reform Act of 1995. Forward looking
statements address future events, developments or results and typically use
words such as believe, anticipate, expect, intend, plan, forecast, guidance,
outlook, or estimate. For example, our forward looking statements
include statements regarding store opening plans, liquidity and earnings and
sales trend expectations for Fiscal 2010. Such statements are subject
to risks and uncertainties that could cause actual results to differ materially,
including economic conditions, industry trends, merchandise trends, vendor
relationships, customer demand, and competition. For a discussion of
these factors, as well as others which could affect our business, you should
carefully review our Annual Report and other reports filed from time to time
with the Securities and Exchange Commission, including the "Risk Factors,"
"Business" and "MD&A" sections in our Annual Report on Form 10-K filed on
March 31, 2009. In light of these risks and uncertainties, the future
events, developments or results described by our forward looking statements in
this document could turn out to be materially and adversely different from those
we discuss or imply. We are not obligated to release publicly any
revisions to any forward looking statements contained in this press release to
reflect events or circumstances occurring after the date of this report and you
should not expect us to do so.
-MORE-
HIBBETT
SPORTS, INC. AND SUBSIDIARIES
Unaudited
Condensed Consolidated Statements of Operations
(Dollars
in thousands, except per share amounts)
|
|
|
Thirteen
Weeks Ended
|
|
|
Thirty-Nine
Weeks Ended
|
|
|
|
|
October
31,
|
|
|
November
1,
|
|
|
October
31,
|
|
|
November
1,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Net
sales
|
|
$
|
145,855
|
|
|
$
|
140,148
|
|
|
$
|
426,673
|
|
|
$
|
416,262
|
|
|
Cost
of goods sold, distribution center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
store occupancy costs
|
|
|
96,218
|
|
|
|
93,456
|
|
|
|
287,553
|
|
|
|
279,493
|
|
|
Gross
profit
|
|
|
49,637
|
|
|
|
46,692
|
|
|
|
139,120
|
|
|
|
136,769
|
|
|
Store
operating, selling and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
|
32,168
|
|
|
|
31,073
|
|
|
|
95,353
|
|
|
|
91,041
|
|
|
Depreciation
and amortization
|
|
|
3,525
|
|
|
|
3,587
|
|
|
|
10,327
|
|
|
|
10,452
|
|
|
Operating
income
|
|
|
13,944
|
|
|
|
12,032
|
|
|
|
33,440
|
|
|
|
35,276
|
|
|
Interest
expense, net
|
|
|
2
|
|
|
|
153
|
|
|
|
36
|
|
|
|
523
|
|
|
Income
before provision for income taxes
|
|
|
13,942
|
|
|
|
11,879
|
|
|
|
33,404
|
|
|
|
34,753
|
|
|
Provision
for income taxes
|
|
|
5,167
|
|
|
|
4,227
|
|
|
|
12,608
|
|
|
|
12,938
|
|
|
Net
income
|
|
$
|
8,775
|
|
|
$
|
7,652
|
|
|
$
|
20,796
|
|
|
$
|
21,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share
|
|
$
|
0.31
|
|
|
$
|
0.27
|
|
|
$
|
0.73
|
|
|
$
|
0.76
|
|
|
Diluted
earnings per share
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
|
$
|
0.72
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
28,646
|
|
|
|
28,495
|
|
|
|
28,616
|
|
|
|
28,551
|
|
|
Diluted
|
|
|
29,100
|
|
|
|
28,930
|
|
|
|
29,045
|
|
|
|
28,983
|
|
Unaudited
Condensed Consolidated Balance Sheets
(In
thousands)
|
|
|
October
31,
|
|
|
November
1,
|
|
|
January
31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
24,819
|
|
|
$
|
6,525
|
|
|
$
|
20,650
|
|
|
Inventories,
net
|
|
|
171,202
|
|
|
|
162,315
|
|
|
|
151,776
|
|
|
Other
current assets
|
|
|
13,039
|
|
|
|
16,472
|
|
|
|
13,339
|
|
|
Total
current assets
|
|
|
209,060
|
|
|
|
185,312
|
|
|
|
185,765
|
|
|
Property
and equipment, net
|
|
|
42,120
|
|
|
|
44,764
|
|
|
|
45,309
|
|
|
Other
assets
|
|
|
3,884
|
|
|
|
4,024
|
|
|
|
4,013
|
|
|
Total
assets
|
|
$
|
255,064
|
|
|
$
|
234,100
|
|
|
$
|
235,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
61,445
|
|
|
$
|
59,199
|
|
|
$
|
64,460
|
|
|
Short-term
debt and capital leases
|
|
|
110
|
|
|
|
14,943
|
|
|
|
-
|
|
|
Other
current liabilities
|
|
|
12,946
|
|
|
|
11,985
|
|
|
|
14,250
|
|
|
Total
current liabilities
|
|
|
74,501
|
|
|
|
86,127
|
|
|
|
78,710
|
|
|
Non-current
liabilities
|
|
|
18,242
|
|
|
|
20,249
|
|
|
|
19,802
|
|
|
Stockholders'
investment
|
|
|
162,321
|
|
|
|
127,724
|
|
|
|
136,575
|
|
|
Total
liabilities and stockholders' investment
|
|
$
|
255,064
|
|
|
$
|
234,100
|
|
|
$
|
235,087
|
|
END
OF EXHIBIT 99.1
