-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NWS+NqhPGRchEiLyr6MJrms3DRRivlVVwa7tsBCC03RitLlcIHHTXAv/adL5PA3r VoCCj3NLA5dEq+oy1sj42Q== 0001017480-08-000028.txt : 20080606 0001017480-08-000028.hdr.sgml : 20080606 20080606161309 ACCESSION NUMBER: 0001017480-08-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080602 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIBBETT SPORTS INC CENTRAL INDEX KEY: 0001017480 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 208159608 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20969 FILM NUMBER: 08885915 BUSINESS ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059424292 MAIL ADDRESS: STREET 1: 451 INDUSTRIAL LANE CITY: BIRMINGHAM STATE: AL ZIP: 35211 FORMER COMPANY: FORMER CONFORMED NAME: HIBBETT SPORTING GOODS INC DATE OF NAME CHANGE: 19960622 8-K 1 equityplanamends.htm EQUITY PLAN AMENDMENTS equityplanamends.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 2, 2008



Hibbett Sports, Inc.
(Exact Name Of Registrant As Specified In Its Charter)


Delaware
000-20969
20-8159608
(State of Incorporation)
(Commission
(IRS Employer
 
File Number)
Identification No.)


451 Industrial Lane
Birmingham, Alabama  35211
(Address of principal executive offices)

(205) 942-4292
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
Item 1.01.  Entry into a Material Definitive Agreement.

On June 2, 2008, the Board of Directors (Board) of Hibbett Sports, Inc. (Company) approved amendments to the Amended 1996 Stock Plan for Outside Directors (ODIR) and the Amended 1996 Stock Option Plan (SOP) (Amendments) for employees.  The Amendment to the ODIR extended the grace period for exercising a stock option for a retired director from one year from the date of retirement to the original term of the option.  The Amendment to the SOP extended the grace period for exercising a non-qualified stock option for an employee who has died, become disabled or retired to the original term of the option.  For this purpose, a retired employee is defined as an employee who is sixty-five years of age and has had seven years of continuous service with the Company.
 
In action on the same day, the Board approved a Standard Non-Qualified Equity Award Agreement (Agreement) relating to non-qualified stock options issued under the Company’s Amended 2005 Equity Incentive Plan.
 
The Amendments and Agreement are effective as of June 2, 2008.  The full text of the plans and agreement described above is attached as exhibits to this Form 8-K.

Item 5.02(e).  Compensatory Arrangements of Certain Officers.

The disclosure concerning the Amendment to the SOP and the revised Agreement and the related exhibits, as described under Item 1.01 above, constitute changes to compensatory arrangements in which the registrant’s named executive officers may participate and are therefore incorporated by reference into this Item.

Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits

Exhibit No.
Description
10.1
Amended 1996 Stock Plan for Outside Directors
10.2
Amended and Restated 1996 Stock Option Plan
10.3
Standard Non-Qualified Option Agreement



 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
HIBBETT SPORTS, INC.
 
 
/s/ Gary A. Smith
 
Gary A. Smith
Date:  June 6, 2008
Vice President and Chief Financial Officer



 
EXHIBIT INDEX



Exhibit No.
Description
10.1
Amended 1996 Stock Plan for Outside Directors
10.2
Amended and Restated 1996 Stock Option Plan
10.3
Standard Non-Qualified Option Agreement

EX-10.1 2 ex10_1.htm 1996 DIRECTOR PLAN ex10_1.htm

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, the numerator of which shall be the number of calendar days that have elapsed between the date of initial election of such Eligible Director and the last day of such Applicable Fiscal Year but not to exceed 365, and the denominator of which shall be 365; or

(ii)  Each Eligible Director who was initially elected to the Board on or before the first day of such Applicable Fiscal Year shall be granted an option. The number of shares of Common Stock covered by each such Option shall be 5,000; provided, however, that the Board may establish by resolution a lesser number of Shares subject to Options to be granted to Eligible Directors for each Applicable Fiscal Year, but in no event shall the Board have discretion to increase such number above 5,000.

(d)  The options granted will be nonstatutory stock options not intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and shall have the following terms and conditions:

(i)  Price.  The purchase price per Share deliverable upon the exercise of each option shall be 100% of the Fair Market Value per Share on the date the option is granted.  For purposes of the Plan, Fair Market Value with respect to the exercise price of options granted under Section 5(a) hereof shall be the price at which Shares are sold to the public pursuant to the initial public offering.  For all other purposes hereunder, unless otherwise determined by the Board, Fair Market Value shall be the closing price of the Shares for the date of determination or if there were no sales on such date, the most recent prior date on which there were sales, as reported in the Wall Street Journal, or if the Wall Street Journal does not report such closing price, such closing price reported by a newspaper or trade journal selected by the Board.  Repricing of options granted under this Article 5 after the date of grant shall not be permitted.

(ii)  Payment.  Options may be exercised only upon payment of the purchase price thereof in full.  Such payment shall be made in cash.

(iii)  Exercisability and Term of Options.  Options shall vest and become exercisable immediately, and shall be exercisable until ten (10) years from the date of grant.

(iv)  Termination of Service as Eligible Director.  Upon termination of a Participant's service as a director of the Company for any reason, all outstanding options held by such Eligible Director, to the extent then exercisable, shall be exercisable in whole or in part for a period of ten (10) years from the date of grant, provided that in no event shall the options be exercisable beyond the period provided for in paragraph (iii) above.

(v)   Nontransferability of Options.  No option may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or the laws of descent and distribution, and during the lifetime of the Participant to whom an option is granted it may be exercised only by the Participant or by the Participant's guardian or legal representative. Notwithstanding the foregoing, options may be transferred pursuant to a   qualified domestic relations order.


 
 

 

(vi)  Option Agreement.  Each option granted hereunder shall be evidenced by an agreement with the Company which shall contain the terms and provisions set forth herein and shall otherwise be consistent with the provisions of the Plan.

6.           Adjustment of and Changes in Shares

In the event of a stock split, stock dividend, extraordinary cash dividend, subdivision or combination of the Shares or other change in corporate structure affecting the Shares, the number of Shares authorized by the Plan shall be increased or decreased proportionately, as the case may be, and the number of Shares subject to any outstanding option shall be increased or decreased proportionately, as the case may be, with appropriate corresponding adjustment in the purchase price per Share thereunder.  However, in such event, no change shall be made to the maximum formula amounts set forth in Section 5.

7.           No Rights of Shareholders

Neither a Participant nor a Participant's legal representative shall be, or have any of the rights and privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of any option, in whole or in part, unless and until certificates for such Shares shall have been issued.

8.           Plan Amendments

The Plan may be amended by the Board as it shall deem advisable or to conform to any change in any law or regulation applicable thereto; provided, that the Board may not, without the authorization and approval of shareholders of the Company:  (i) increase the number of Shares which may be purchased pursuant to options hereunder, either individually or in the aggregate, except as permitted by Section 6, (ii) change the requirement of Section 5(b) that option grants be priced at Fair Market Value, except as permitted by Section 6, or (iii) modify in any respect the class of individuals who constitute Eligible Directors.

9.           Listing and Registration.

Each Share shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Shares, no such Share may be disposed of unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Board.

10.           Effective Date and Duration of Plan

The Plan shall become effective on the closing of the initial public offering of the Company's Common Stock (the "Effective Date"), subject to the consummation of such offering.  In the event such public offering is not consummated, all options previously granted hereunder shall be canceled and all rights of Eligible Directors with respect to such options shall thereupon cease.  The Plan shall terminate the day following the tenth Annual Shareholders Meeting at which Directors are elected succeeding such initial public offering, unless the Plan is extended or terminated at an earlier date by Shareholders or is terminated by exhaustion of the Shares available for issuance hereunder.


End of Exhibit 10.1

EX-10.2 3 ex10_2.htm 1996 STOCK OPTION PLAN ex10_2.htm
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 in accordance with the rules and regulations established by the Committee, either in cash, by check, or in Stock acceptable to the Committee or in any combination of cash, check, and Stock acceptable to the Committee, in either case having a fair market value or combined fair market value equal to the Option Price as determined by the Committee in accordance with the Plan.

SECTION 9.  EXERCISE PERIOD


 
 

 

9.1.     Except as provided in Section 9.2, each Option granted under this Plan to an Employee shall be exercisable in whole or in part at such time or times as set forth in the related Option Agreement, but, unless otherwise provided for by the Committee, no Option Agreement shall make an Option granted to an Employee exercisable after the earlier of:

(a)  the end of the 30 day period which begins on the date that Employee's employment by the Company terminates for any reason other than death;

(b)  the end of the 180 day period which begins on the date that Employee's employment by the Company terminates because of death;

(c)  the date which is the tenth anniversary of the date the Option is granted; or

(d)  the date such Option is exercised in full.

9.2.     Effective June 2, 2008, a Non-ISO granted to an Employee whose employment by the Company terminates because of death or disability or because of retirement after obtaining sixty-five (65) years of age with at least seven (7) years of service with the Company shall remain exercisable for ten (10) years from the date of grant of such Non-ISO.

SECTION 10.  TRANSFERABILITY

10.1.     No Option granted under this Plan shall be transferable by an Employee other than by will or by the laws of descent and distribution, and such Option shall be exercisable during the lifetime of an Employee only by such Employee.  The person or persons to whom an Option is transferred by will or by the laws of descent and distribution thereafter shall be treated as the Employee under this Plan.

10.2.     The Committee may impose such restrictions on any shares of Stock acquired pursuant to Options under the Plan as it may deem advisable, including, without limitation, restrictions under applicable federal securities law, restrictions imposed by any stock exchange upon which such shares of Stock may be listed, and restrictions under any blue sky or state securities laws applicable to such shares.

SECTION 11.  SECURITIES REGISTRATION

All certificates for shares of Stock or other securities of the Company delivered under the Plan pursuant to any Option or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which shares of Stock or other securities are then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.  If so requested by the Company, the Employee shall make a written representation to the Company that he or she will not sell or offer to sell any of such Stock unless a registration statement shall be in effect with respect to such Stock under the Securities Act of 1933, as amended ("1933 Act") and any applicable state securities law or unless he or she shall have furnished to the Company an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required.

SECTION 12.  LIFE OF PLAN

No Option shall be granted under this Plan on or after the earlier of (1)  the tenth anniversary of the effective date of this Plan (as determined under Section 4 of this Plan), in which event this Plan thereafter shall continue in effect until all outstanding Options have been exercised in full or no longer are exercisable, or (2)  the date on which all of the Stock reserved under Section 3 of this Plan, subject to adjustment pursuant to Section 13 hereof or amendment pursuant to Section 15 hereof, has (as a result of the exercise of Options granted under this Plan) been issued or no longer is available for use under this Plan, in which event this Plan also shall terminate on such date.

 
 

 

SECTION 13.  ADJUSTMENT

To prevent the dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, in the event of any corporate transaction or event such as a stock dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination or other similar corporate transaction or event affecting the Stock with respect to which Options have been or may be issued under the Plan (any such transaction or event, a “Transaction”), then the Committee shall, in such manner as the Committee deems equitable:  (A) make a proportionate adjustment in 1) the maximum number and type of securities as to which awards may be granted under this Plan, 2) the number and type of securities subject to outstanding Options, 3) the grant or exercise price with respect to any such Option, and 4) the per individual limitations on the number of securities that may be awarded under the Plan (any such adjustment, an “Antidilution Adjustment”); provided, in each case, that with respect to ISOs, no such adjustment shall be authorized to the extent that such adjustment would case such options to violate Section 422(b) of the Code or any successor provision; with respect to all Options, no such adjustment shall be authorized to the extent that such adjustment violates the provisions of Treasury Regulation 1.424-1 and Section 409A of the Code or any successor provisions; and the number of shares of Stock subject to any Option denominated in shares shall always be a whole number; or (B) cause any Option outstanding as of the effective date of the Transaction to be cancelled in consideration of a cash payment or alternate award (whether from the Company or another entity that is a participant in the Transaction) or a combination thereof made to the holder of such cancelled Option substantially equivalent in value to the fair market value of such cancelled Option.  The determination of fair market value shall be made by the Committee or the Board, as the case may be, in their sole discretion.  Any adjustments made hereunder shall be binding on all participants.

SECTION 14.  CHANGE IN CONTROL

If there is a Change in Control of the Company, the Committee thereafter shall have the right to take such action with respect to any outstanding Options granted to any Employee as the Committee deems appropriate under the circumstances to protect the interest of the Company in maintaining the integrity of such grants under this Plan, including unilaterally canceling such Options in exchange for cash, securities or other consideration.  The Committee shall have the right to take different action under this Section 14 with respect to different Employees or different groups of Employees, as the Committee deems appropriate under the circumstances.  In no event, however, shall the Committee take any action under this Section 14 which would impair the rights of an Employee or which would impair the value of such Options, without such Employee's consent.

SECTION 15.  AMENDMENT OR TERMINATION

15.1.     Amendments to the Plan.  This Plan may be amended, in whole or in part, by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, that no amendment shall be made which would impair the rights of an Employee with respect to Options theretofore granted or which would impair the value of such Options, without such Employee's consent; and, provided further, that no such amendment shall be made absent the approval of the shareholders of the Company if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply.  The Board also may suspend the granting of Options under this Plan at any time and may terminate this Plan, in whole or in part, at any time; provided, however, the Board shall not have the right unilaterally to modify, amend or cancel any Option granted before such suspension or termination unless (1) the Employee consents in writing to such modification, amendment or cancellation or (2) there is a dissolution or liquidation of the Company or a transaction described in Section 13 or Section 14 of this Plan.

15.2.           Amendments to Options.  The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Option theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of any Employee or any holder or beneficiary of any Option theretofore granted shall not to that extent be effective without the consent of the affected Employee, holder or beneficiary.


 
 

 

15.3.           Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.  The Committee is hereby authorized to make adjustments in the terms and conditions of Options in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

15.4.     Cancellation.  Any provision of this Plan or any Option Agreement to the contrary notwithstanding, the Committee may cause any Option granted hereunder to be canceled in consideration of a cash payment or alternative Option made to the holder of such canceled Option equal in value to the Fair Market Value of such canceled Option.

SECTION 16.  MISCELLANEOUS

16.1.     No Shareholder Rights.  No Employee shall have any rights as a shareholder of the Company as a result of the grant of an Option to him or to her under this Plan or his or her exercise of such Option pending the actual issuance of Stock subject to such Option to such Employee.

16.2.     No Contract of Employment.  The grant of an Option to an Employee under this Plan shall not constitute a contract of employment and shall not confer on any Employee any rights upon his or her termination of employment in addition to those rights, if any, expressly set forth in the Option Agreement which evidences his or her Option.

16.3.     Other Conditions.  Each Option Agreement may require that an Employee (as a condition to the exercise of an Option) enter into any agreement or make such representations prepared by the Company, including any agreement which restricts the transfer of Stock acquired pursuant to the exercise of such Option.

16.4.     Withholding.  The exercise of any Option granted under this Plan shall constitute full and complete consent by an Employee to whatever action the Committee deems necessary to satisfy the federal and state tax withholding requirements, if any, which the Committee acting in its discretion deems applicable to such exercise.  The Committee also shall have the right to provide in an Option Agreement that an Employee may elect to satisfy federal and state withholding requirements through a reduction in the number of shares of Stock actually transferred to him or her under this Plan, and if the Employee is subject to the reporting requirements under Section 16 of the Exchange Act, any such election and any such reduction shall be effected so as to satisfy the conditions to the exemption under Rule 16b-3 under the Exchange Act.

16.5.           No Rights to Awards.  No Employee, or other person shall have any claim to be granted any Option, and there is no obligation for uniformity of treatment of Employees, or holders or beneficiaries of Options.  The terms and conditions of Options need not be the same with respect to each recipient.

16.6.           No Limit on Other Compensation Arrangements.  Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, and other types of awards whether or not provided for hereunder (subject to shareholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases.

16.7.           Severability.  If any provision of the Plan or any Option is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option and the remainder of the Plan and any such Option shall remain in full force and effect.


 
 

 

16.8.           No Trust or Fund Created.  Neither the Plan nor any Option shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and an Employee or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Option, such right shall be no greater than the right of any unsecured general creditor of the Company.

16.9           Delegation.  Subject to the terms of the Plan and applicable law, the Committee may delegate to one or more officers or managers of the Company, or to a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Options to, or to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend, or terminate Options held by, Employees who are not officers or directors of the Company for purposes of Section 16 of the Exchange Act, or any successor section thereto, or who are otherwise not subject to such Section.

16.10     Other Laws.  The Committee may refuse to issue or transfer any shares of Stock or other consideration under an Option if, acting in its sole discretion, it determines that the issuance or transfer of such shares of Stock or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a holder or beneficiary of an Option in connection with the exercise of such Option shall be promptly refunded to the relevant holder or beneficiary.  Without limiting the generality of the foregoing, no Option granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject.

16.11.    Headings.  Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

16.12.    Construction.  This Plan shall be construed under the laws of the State of Delaware.




End of Exhibit 10.2

EX-10.3 4 ex10_3.htm NQ AWARD AGREEMENT ex10_3.htm
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 (8th) 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 owns, or to which the Participant is otherwise entitled under the Plan, including shares of Stock to be settled under this Agreement.

7.           Transferability. The Option is not transferable and, during the Participant’s life, may be exercised only by the Participant. Transfers at death are governed by paragraph 9(c) below.

8.           Definitions. For purposes of this Agreement, the terms used in this Agreement shall be subject to the following:

(a)           Change in Control. The term “Change in Control” shall mean (a) the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a corporation that is not controlled by the Company, (b) the approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company, (c) a successful tender offer for the Common Stock of the Company, after which the tendering party holds more than 30% of the issued and outstanding Common Stock of the Company, or (d) a merger, consolidation, share exchange, or other transaction to which the Company is a party pursuant to which the holders of all of the shares of the Company outstanding prior to such transaction do not hold, directly or indirectly, at least 70% of the outstanding shares of the surviving company after the transaction.

(b)           Date of Termination. The Participant’s “Date of Termination” shall be the day immediately prior to the first day on which the Participant is not employed by the Company or any Subsidiary, regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence approved by the Participant’s employer.

(c)           Disability. Except as otherwise provided by the Committee, the Participant shall be considered to have a “Disability” during the period in which the Participant is unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the opinion of a physician selected by the Committee, is expected to have a duration of not less than 120 days.

(d)           Cause. Termination for “Cause” shall mean termination in connection with any of the following: (a) the failure or continued refusal to discharge duties efficiently or diligently; (b) any indictment for, conviction of, or plea of guilty or nolo contendere to, any crime (whether or not a felony) involving dishonesty, fraud or breach of trust, under any law to which the Participant may be subject; (c) any knowing act which has resulted or is likely to result in material harm to the business, reputation, employees or directors of the Company or its Subsidiaries; (d) failure to cooperate in any company investigation; or (e) any breach of any approved code of ethics or business conduct.

(e)           Retirement. “Retirement” of the Participant shall mean, with the approval of the Committee, the occurrence of the Participant’s Date of Termination on or after the date the Participant attains age sixty-five (65) years, following at least five (5) years of service.


 
 

 

(f)           Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.

9.           Binding Effect; Heirs and Successors.

(a)           The terms and conditions of this Agreement shall be effective upon delivery to the Participant, with or without execution by the Participant.

(b)           This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.

(c)           If any rights exercisable by the Participant or benefits deliverable to the Participant under this Agreement have not been exercised or delivered, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

10.           Disclosure of Information.  The Participant recognizes and acknowledges that the Company’s trade secrets, confidential information, and proprietary information, including customer and vendor lists and computer data and programs (collectively “Confidential Information”), are valuable, special and unique assets of the Company’s business, access to and knowledge of which are essential to the performance of the Participant’s duties.  The Participant will not, before or after his Date of Termination, in whole or in part, disclose such Confidential Information to any person or entity or make such Confidential Information public for any purpose whatsoever, nor shall the Participant make use of such Confidential Information for the Participant’s own purposes or for the benefit of any person or entity other than the Company under any circumstances before or after the Participant’s Date of Termination; provided that this prohibition shall not apply after the Participant’s Date of Termination to Confidential Information that has become publicly known through no action of the Participant.  The Participant shall consider and treat as the Company’s property all memoranda, books, records, papers, letters, computer data or programs, or customer lists, including any copies thereof in human- or machine-readable form, in any way relating to the Company’s business or affairs, financial or otherwise, whether created by the Participant or coming into his or her possession, and shall deliver the same to the Company on the Date of Termination or, on demand of the Company, at any earlier time.

11.           Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding on all persons.  Such powers or decision-making may be delegated, to the extent permitted by the Plan, to one or more of Committee members or any other person or persons selected by the Committee.


 
 

 

12.           Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall wholly incorporate and be subject to the terms of the Plan, a copy of which may be obtained from the Chief Financial Officer of the Company (or such other party as the Company may designate); and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.

13.           No Implied Rights.

(a)  The Option will not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant’s employment or other service at any time.

(b)  The Participant shall not have any rights of a shareholder with respect to the shares subject to the Option, until a stock certificate has been duly issued following exercise of the Option as provided herein.

14.           Notices. Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, at the Company’s principal executive office.

15.           Fractional Shares. In lieu of issuing a fraction of a share upon any exercise of the Option, resulting from an adjustment of the Option pursuant to Section 4.2(f) of the Plan or otherwise, the Company will be entitled to pay to the Participant an amount equal to the fair market value of such fractional share.

16.           Amendment. This Agreement may be amended by written agreement of the Participant and the Company, without the consent of any other person.

17.           Governing Law; Jurisdiction.  This Agreement shall be governed by the law of the State of Alabama without giving effect to the choice-of-law provisions thereof.  The Circuit Court of the City of Birmingham and the United States District Court, Northern District of Alabama, Birmingham Division shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, in connection with, or by reason of this Agreement.  The parties hereby consent to the jurisdiction of such courts.




End of Exhibit 10.3

GRAPHIC 5 hsg_logo.jpg begin 644 hsg_logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!P17AI9@``24DJ``@````$`!H!!0`! M````/@```!L!!0`!````1@```"@!`P`!`````@#`P#$!`@`9````3@`````` M``!@`````0```&`````!````141'05)I>F5R(%-O9G1W87)E(%-U:71E`-#_ MVP!#``(!`0$!`0(!`0$"`@("`@0#`@("`@4$!`,$!@4&!@8%!@8&!PD(!@<) M!P8&"`L("0H*"@H*!@@+#`L*#`D*"@K_VP!#`0("`@("`@4#`P4*!P8'"@H* M"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H* M"@K_P``1"``J`18#`2(``A$!`Q$!_\0`'P```04!`0$!`0$```````````$" M`P0%!@<("0H+_\0`M1```@$#`P($`P4%!`0```%]`0(#``01!1(A,4$&$U%A M!R)Q%#*!D:$((T*QP152T?`D,V)R@@D*%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9 MFJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?H MZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$!`0$!`0````````$"`P0%!@<("0H+ M_\0`M1$``@$"!`0#!`<%!`0``0)W``$"`Q$$!2$Q!A)!40=A<1,B,H$(%$*1 MH;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y.D-$149'2$E*4U15 M5E=865IC9&5F9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4E9:7F)F:HJ.DI::G MJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/DY>;GZ.GJ\O/T]?;W M^/GZ_]H`#`,!``(1`Q$`/P#\2OV0?V7O'7[:7[2_@[]ECX8ZMI=CK_C;5AIV MEW>M2R1VL4I1G!D:-'8+A3R%)]J^K_\`@IA_P;P_ME?\$L?V>+7]I+X__$;X M=ZKHEYXFMM#AM?"NJWD]R+B:*>56*S6D2[`L#Y.[.2./3AO^"`7_`"F4_9\_ M['V/_P!$35^ZG_!YA_RB;T+_`+++I'_I#J5`'Y,?L6?\&MO[>W[=/[+WA#]K M+X3_`!5^%EAX=\9V,MUIMIKNM7\5W&D=Q)`1(L=E(@.Z)CPQX(^E>:?\$Y_^ M""/[7'_!3;4/B3IOP&^('@#2W^%_B*/1M?/BC4[R$3SN9P&@\FUEW)^X?EMI MY''I_1]_P;E?\H4/@'_V+5[_`.G.\KXV_P"#0O\`Y&S]L/\`[*S9_P#H>I4` M?D7=_P#!!']KBP_X*;VO_!*2;Q_X"/Q"O?#IUF/5EU.[_LD0"T>ZVF7[+YN[ M8A&/*QNQSCFOIG_B"U_X*??]%M^"O_A0:G_\KZ^WO$7_`"ND:%_V21__`$PW M%?0W_!Q1_P`%=?VB?^"1WPB^&_C_`/9X\$^#M;_`(*<_P#!#7]N/_@E+8Z-XG^/^B:-K?A?6SY4 M'B_P9^ANU>VG>&0LL-G(@!9"1ACQZ5_1%^ MV+XR/[2O_!!SX@?%SXF>&=*N+SQ5^R[?>)+VQ6TWVL-])H#7BM$DIL^-+3PN;#Q.KP)9WMQ,D4;2E%<^42ZL'0,&0AEW`C/](G_!/O M_@N%^U-^U=_P6T^*O_!-WX@?#[P+9^"O`M[XHBTG5=)T^\34YAIM^MO!YKR7 M+Q$LC$MMC7)Z;1Q7DW_!>;P[H-A_P7Z_8%\16.C6D6H:AXRT^._OXK95FN$B MURT\M7<#^T$G;O;&,F@#XO\`^(+?_@IX>1\;/@MCM_Q4&I__`"OKR']K MK_@V+_;L_8OM_AW=?%'XI_#&]7XF?%+1_`6A?V)K%](8-1U)G6"6?S+--L"F M,[F7C^/=#.B:1J,9GU'37=H8I_,O9-T#&0[U7:QP,,M`'KA_X,MO\`@I]GCXV_ M!7_PH-3_`/E?7,_&W_@T1_X*,_`?X,^+OCCXP^,/P@GTCP9X7O\`7=4@T_7= M1:XDM[2WDN)%C5K!5+E(V"@L`3C)'6OUZ_X-S_\`@L1^TA_P5X\%?%/Q-^T3 MX&\&:'<>!]4TJVTI/!]C=0+*EU'OJ4::I92Q3E'CNDB M!57)3,9P<9W4`?(?PK_X,_?^"D?Q=^&'ASXK>&OC'\'H=.\3:!9ZM817FO:D MLR0W,"3(KA;`@,%<`@$C.>36[_Q!;?\`!3TK]K3]NO]I?0?V#?BM\./A_IOA+PK\*I&T_4=`TV]CU"3^SUM+:'S'ENI M(SE&);$8R<8P.*^AO^#C?_@M)^TW_P`$A4^$;?LZ>`_!.M_\)Z=;_M<>,;"[ MG\G[']A\OROL]S#C/VE]V[=G"XQSD`_EE^+GPVUKX-_%7Q/\(/$MW:SZCX4\ M0WNCW\UF[-#)/;3O`[1E@I*%D)!(!QC('2LSPWX;U_QCKUCX3\*Z'=ZGJ>I7 M<=KIVG:?;M-/=3R,%2*-$!9W9B`%`))(`K3^+GQ)UOXS?%7Q/\7O$MM:V^H^ M*_$-[K.H062,L,<]U.\\BQAF9@@9R`"2<`9)ZU^D_P#P:">%_#7B3_@KQ#<> M(?#]C?2Z5\-=8OM+DN[97:TN5DM8Q-$6!V2!))%W#!P[#.":`-?X9_\`!G7_ M`,%3OB#X`TCQOJWC#X6^%[K5+%+F;P]K_B"]^W6!89\J<06/-.\)?M*>%[*XTK6X=^@^,/#DTEQI5^X4&2%)7C MC9)DS\T;JK8PP!4AJ_H=_P"#C;_@M!^TS_P2$MOA'/\`LY^`_!&M'Q])K:ZN M/&-A=SB'[&+$Q^5]GN8<9^U2;MV[.%QCG,G_``6X_;!_8F_:)_X(O?%#16_: M#^$_B/Q/>>"+34-,T&S\6:==W,>I"2!P;>$2M()4W/@K\P&>>M`'XJ?L!_\` M!LY^W-_P48_9:\/_`+6_P4^)_P`,M-\.^(Y[V*RL_$>KWT-VC6UU+;2;UBLY M$`+Q,1ACP1G'2O4_&?\`P9L?\%3?"OA+4?$FD_$'X2:]=6-G)/!HNE>)+U;F M^=5)$,1GLHX@[=!O=%R>6`YK]?O^#57_`)0B?"O_`+"OB+_T]7E8'_!*;_@L ME^TK^W/_`,%2OVBOV(OBMX&\%:=X6^$5_K6XD MC8F+YFV(F6Y&!Q0!_*EX^^&WCWX5^.M2^&'Q'\':CH?B'1[Z2RU31-5M'ANK M2X1MK1R1L`RL".A%?I'^S+_P:6_\%1_VDO@KHOQHGN?`G@2/7;<7-IX>\=:K M>6VIQP-S')+##:2B'+K2XFMUMI+"]N"ZBWGA82;[9`"6( MP6XS@@`_GH_X*2_\&\W_``4`_P""8GPML_C;\6].\.^*_"4EQY&JZ[X$O;B[ MBT>0D"/[6LT$3Q(Y.U9`"F["EE9E#6/^"9?_``;T?MD?\%5/V?+_`/:0_9]^ M(OP\TG1=.\57.@3V_BO5;R"Y-S#!;SLRK!:RKL*W,8!W9R&XZ9_J&_8N^,%_ M^W7_`,$X/`'QM^.?@[0I[CXF?#2WU#Q-H4%B7TZ3[5;9EA$4[2$Q$,1M=FR# M@DU\-_\`!G)''#_P3#\<0PQJD:?'S6U1%&``--TD`"@#\Y&_X,N/^"GJHS#X MU_!9B%X4>(=3Y/I_R#Z^#_"G_!+W]JW5O^"@>E_\$UO''A6W\&_$G5=>.EPP M^)Y'CM%;RWD2?S8DD\R!T0LDL:NK`@CBOZ%_AQ_P7'_:I\7_`/!PSJ7_``27 MU/X?^!$^'MGK-_:1ZU#I]X-7*0:*]^A,ANC#DRJ%/[K[O'!YKRC_`(.P/VB? M$7[#_P"TC^R+^VA\*/!OA^]\8^$]8\32VW2RM)PS"XGF8ONN'& M0P&`..I/YC?\'&7_``7K_:V\(_'WX]?\$H]-^'/P_?X?S65II#ZS-IMZ=7$- MQ8VEV["070AWAY&`/E8V@9!/-`'Y\_\`!,;_`((<_MQ_\%5K+6?$WP"T'1]$ M\+Z*WDS>,/&-S-:Z?<7?'^BP-%#*\TH4[FVJ508W,I90WT!^T7_P:1?\%2?V M>O@WK?Q@LK[P#XY_L.V-Q/X<\$:M>3ZG<1+R[0136D0E95RVQ6WL`0H8X!_H M:_8@;2?@;_P2*^&7B'X=>%],L!HOP!TS5[2PM[-8K=[G^QX[EV9(]N?,E+.Y M!!8NQ)R'OB5J/[?7CKX-?#.?PQ=Z9%X8A@U?\` MLG^T$G6Z,[$7]Y(9=ABB&4QC?SG(H`_E_P#"W@3QKXV\967P\\&>$]0U77M2 MO4L]/T;3[1YKJYN'8*D,<2@L[EB`%`)S7JWCW_@G?^UI\.O">K>,M9^'^E7U MKX>@,_B:V\,^,])UB\T.($*TE]:6-U-/9HI(#-,B!2<,0>*^\OV]-6^&_C+_ M`(+E?M46G['VO^&[K7?&/PT:W^$VH^#KVW:"]UNYTK27U!+.6W.QKRYMO[7@ M4H=\EQ<%!F1Q7T3\4OVA/@7\5?$^E>'/V6/$.AW6K^!/BMX+N?B#-KT%JMKX M5\)VGA^#^V[RS*6D3PV,C->VFHV]Q++O90JJ?.V@`_!6BM3QA<>'[CQ7J=WX M2MWATN34)FTV&7[R6YD8QJ?<+M!HH`^K?^"`7_*93]GS_L?8_P#T1-7];?[: M'[%G[*7[=_PHM_@Q^V%\/8?$_A6WUF'5(--N-9NK%5O(HY8XY/,MI8G)"RR# M:6P=W(.!C^23_@@%_P`IE/V?/^Q]C_\`1$U?NI_P>6DK_P`$G-"93@_\+ETC MD?\`7CJ5`'Z5?LW?L_\`P7_9:^"&@_`#]GCPS'HW@WPU;-!H.E0W\UTMO&TK MRLHEF=Y'R[NO@?POKFEZ1?2W'A^'Q1K;V4<5PZ!9&1EF MBW-M`!&3QVK\V/$7_*Z1H7_9)'_],-Q78_\`!VA^P]^UE^V[\!OA#X:_90^! M6N>.;_0O%VH76KVVB1(S6L+VJ(CMN9>"P(_"@#MO^#AB;]N7X4?\$OT^%?\` MP33^%&F:C\-9/"CZ+X\OM(G-[J.F>&5M%A$=G;L&$ENUON22<,\B1\A0,RKK M_P#!IU_RA4\!?]C/XA_].<]?1WAGPAXE^'?_``2%T_X?^-]&FTW6=$_9RBT_ M5M.N5`DMKJ'01'+$P'\2NK*?<5\X?\&G.?\`ARIX"S_T,_B'_P!.<]`'T?\` M!/\`8C_X)J?"C]K?Q)^TA\"/A]X/L_C'K..E?BG^WMXM_P""C7C+_@Y._9RE_;L^&EIX9T+3OC'HMK\*(-"/ MGZ5-I(U:W9I(;LHK7,S$QM-O"NC,H\N-=HKZ%_X)5_\`!//]M?X,?\'''QN_ M:N^*G[.'B+1/AUXBU'QH^A^+;V%!:7:W6II+;E"&)_>("RY`XKU;_@X&"_\` M#TO_`()O;1_S6^ZW8'_3_H-`'Z*_M=>,_P!D;P%\%+SQ%^V]?^";;X?QWENE M]+\0K:WETP3LX$.];A6CW;\;E?S@_P#!U%\3_P#@FM\2_$WP5E_X)U:Q M\)KRVL['7AXL/PMLK&%4=GL/L_VG[(BY.!-LW9Z/CO7[,?\`!R7^S7\=OVM/ M^"5OB;X+_LX?#'4O%_BF]\3:+<6NBZ2BM-)%%=J\C@,0,*H)/-?R\?M._P#! M+W]O_P#8Q\`6_P`4OVI?V6O$_@KP]=ZI'IUKJNLPQK%)=.DDBQ`JY.XI%(W3 MHAH`_:+_`(,=O^23_M#_`/8P^'?_`$1?U\,_\'=7_*97Q!_V(FA?^B&K[F_X M,=O^23_M#_\`8P^'?_1%_7PS_P`'=7_*97Q!_P!B)H7_`*(:@#?_`.#.7_E+ MI<_]DGUK_P!'V5?5'_!\C_J?V;/][Q7_`.XFOE?_`(,Y?^4NES_V2?6O_1]E M7U1_P?(_ZG]FS_>\5_\`N)H`_G^KZV_X(K_\%(M/_P""6/[<^D?M->(/`+^( M]"GTJXT3Q'86T_EW,=C--'\`?%K0UM);GPQ_:=PINM.\_RQ,GEAUF MMY"8D5T8`@Q@$<5^6'_!?+_@V&^$_P`/?A!K/[9__!.7P_!X;LO"&BRZAXW^ M'2US]WKMYZ"OV4_;ZTR_P!& M_P""/OQ?TC5;5X+NU_9XUN&YA?[T$?\&JO_*$3X5_]A7Q% M_P"GJ\KI?^">O_!%+1?V!_V_OC5^W=8_M"77B:;XQW6JS3^&YO#:VJ:5]MU7 M^T"%F$[F78?W?*+GKQTKFO\`@U5_Y0B?"O\`["OB+_T]7E?B1_P4D_X+V?\` M!7#P_P#M;_';]G'P[^VAKNF^#],^)7B;P_IVG:9I.G6TMKIT.HW-O'%':`/TT_;"_:7^!_P`=?^#IO]E'P%\(_B+I^OZC\/M'U[2_ M%RZ7+YL>GWSV.H2?9FD'RM(J_?522A.UL,"!=_X/5_\`E&E\.O\`LN%C_P"F MC5:_'C_@VRN9KG_@M[\#;NYF+N^L:LTDDC$DDZ/?$DD]37[G_P#!UI^QY^TW M^VI^P9X&^&O[*_P:UCQQKNG?%NTU*^TS1(U:2&T73-1B:8AF`VAY8U^KB@#Z M3_X(P_\`*'/]G[_LCFE?^DHKY*_X,Y_^48_CK_LO^N?^F[2J^T?^"6OPP\?_ M``2_X)=_!CX2?%?PI=:%XE\._"W3[#6](OE`FL[F.W"O$X!(#`C!YKXN_P"# M.@$?\$R/'8(_YK_KG_INTJ@#[-T+]A__`()H:3^V_>5!-N2I'E\+S[U^!7_``=K^)_^"C?B3]KC2M/_`&K/ MAC::)\*-%FO(?@]?:$?M-C>Q2^69I9;DJK?;'6*+S(7"^6$`167][)['\#<# M_@]AUX#I_P`)1K/_`*BLM>^?\'MH'_#$WP?..?\`A:4O/_<-N*`.B_X,J?\` ME&S\1/\`LM-W_P"FK3:_'G_@Y>.W_@M[\=#C/_$STCK_`-@6PK]AO^#*G_E& MS\1/^RTW?_IJTVOQZ_X.7?\`E-]\<\#/_$STCC_N"V%`'[6_\$`_^"X_[*?[ M;'[+&@?L3_'&XT;P9X\\$^"[7P_/HNM7ZI8^)-,M[9+43V\DI`9S&H\V`G<, MEEW)G;ZM^T9_P;;?\$?/VFOA'K/AGX9_L]:%X&UK4+-AHWC+P-=2K)IUQU20 M1"4P2IGAD9<,I(!4X8?._P`!_P#@V'_X)9_%/_@G[X/^.$'P=\57OCGQ'\'= M/UP"V\:WJI/JMQI23_+$'V@-._"=.<=*L_\`!I'^PA^V%^P_X/\`CCIW[6?P M#U_P++XAU+09-"AUR-%^UK#'?"4IM9ONF2//^\*`/P$_X*$_L(?&[_@F5^U? MK7[,'QEOK236=%\F\TS6-'N,PW]G)EK>ZCYW1E@/N-AD92.P)YOXH_ML_MA? M&WP2GPV^,/[4WQ!\4^'XVC8:-K_C"]O+5FC&(V:.65E'OV)/VY?AK^U?X MK\+WFMZ=X&\1+J5UI.GS)'-GRFOR(HH M`_<;_@F!_P`'6?[._P"P3^P;\./V1?%_[*OC/7]2\%:5/:7>KZ;K-I%!<-)= MSS@JK_,`!*!SW!KQ#_@BK_P,X-:T]-&U M"VB-C&C71,5X^4U^5%%`'ZL:K_`,'`_P`%;W_@NSI__!6V+X!^ M)QX;LO!9T5_"3:C;?;FD.G26GF"3_5[=SAL=<"ONG_B-V_92_P"C)/B#_P"# M^QK^;ZB@#]>/^"P'_!U-\5OV\/@^?V=OV3/`6L_"_P`)ZW:O%XWO[S4XY=3U M6-LC['')"`(+=E_UF"7D!V$JFY7Z7_@CE_P?LR>+O M$^IZ+JNIWDNKZ1JUK#!(+J[DG50LGS`J'`.>XK\8J*`/Z/+O_@]S_9=^S.;' M]B3Q\9MA\H2^(K%5+8X!(!(&>^#]#7Y.?$7_`(+4?'K]I7_@J+\.O^"AG[4T MMWJNF_#WQ[I^L:-X&T:Y\NUTO3K:[CG-G:*_RJ[",;I7RTC8+'`4#XFHH`_I M!_XC=?V4QP/V)?B"<=_[?L:^+?\`@NG_`,'%WP1_X*U?LB:-^SC\.?V=_%/A M*^TKQW::])J6MZI;3Q21Q6MW`8@L7.XFX4YZ84U^2%%`'Z;_`/!O]_P73^#_ M`/P1Y\&?$SPY\3_@?XD\82>.]3TRYM)-!O[>$6HM8[E&#^<>2WG@C']TU\^? M\%IO^"AW@?\`X*A?MRZE^UA\/OA_JOAC3;[P[IVG)I6LW$4LZO;1E&8M%\N# MG(KY+HH`^QO^"'W_``4H\!?\$J/VT)OVHOB-\.=7\4Z=)X-O]%&EZ)V\WVO[;]BV;/)/&W[*V<_P!X8[U^;-%`!7H/[,7[3WQP_8Z^-6B_M!_L MZ^/KSPWXKT&Y$MCJ-F_#+_'#*A^66)Q\KQL"K*2"*\^HH`_HC^&/_![?\'H_ MA]I$'QC_`&*_$\OBB.QC77IO#FO6PL9+D##O`LW[Q48\A6)*YQN;&X_&W_!: M'_@YW^+7_!1[X;Q?LZ_LW>#M6^&7P\O[?_BKX;G4DDU+7F)/^CR21`".U`QF M-3F0D[R5^6OREHH`_:?_`()`_P#!T)\`?^":O[`W@_\`8^\&[ MO4YI]8TG6+6*"875_/=*%63YAM64*<]P:_)S]K7XP:7^T/\`M3_$O]H#0M(G MT^R\<^/]9\0VEA=.K2VL5[?37*Q.5X+*)0I(X)!Q7G=%`'0_"_XG?$#X*^/] M'^*WPJ\8:AH'B/0+^.]T?6=+N6AN+2=#E71UY!_0C(.02*_=W]ES_@]6T;PS M\%=%T#]K7]E?6_$7CFRMQ!JVO^$]4MK:TU+;PL_DR`>3(PY=%RF[)7:"$7\` M:*`/V;_X*J_\';GQ+_:W^!+_``&_8J^&FM_"R#7(Y8?%OB?4-5CEU.2V88^S M6C0@"W#@G?*#OQA5VC:K;0Q)'/:64`C(E^8L#:L2>F'%?D910!^AG@#_@LG\+O!G_!>O4? M^"NMW\'=>E\-7NK7UXGA&.^@%\HGT=K`*9#^[R';>?88ZUZ+_P`%[O\`@O\` M_!K_`(*^?`3P3\(OAM\`?$WA"Z\+>+WUBXN],VLL.Q1%R&S(#D\8% M?E=10!^LW_!!W_@X<^!__!(W]EGQ-\`/B7^S[XI\77NO>.YM>AU#0M1MH8HH MGL[6W$3"4Y+`V['(XPPKXB_X*L_MF>%O^"@G[?7Q!_;!\$^#]0T#3/&=U936 MFD:I/')<6P@L+>V(=H_E.6A+#'8BOG:B@#]9/^"-/_!T/\6_^">'PO?]G3]I MWP5JWQ/\!Z7:JO@QK;4DBU/1,$#[*))01+:[<[48[HR`%.S"K]<_%S_@]K^% M5S\-]8M_@?\`L8>)+;Q;)8NF@W'B77+9["&X(PLDRP_.Z+]XHI4MC;N7.X?S MQ44`=W^T=^TE\:?VMOC-KO[0'[07CZ^\2^*_$5T9]2U.^<$GC"QQJ`%BB10% 22-`%10%4`"N$HHH`****`/_9 ` end
-----END PRIVACY-ENHANCED MESSAGE-----