HIBB » Topics » Definitions.

This excerpt taken from the HIBB DEF 14A filed May 1, 2006.
Definitions.       As used herein, the following terms shall have the respective meanings indicated:

 

(a)

“Board” shall mean the Board of Directors of the Company.

 

(b)

“Code” shall mean the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.

 

(c)

“Committee” shall mean a committee appointed by the Board to administer the Plan; provided, however, that in any event the Committee shall be comprised of not less than two directors of the Company, each of whom shall qualify in all respects as an “outside director” for purposes of Section 162(m) of the Code and Section 1.162-27(e)(3) of the Regulations. The Compensation Committee of the Board shall initially serve as the Committee for purposes of the Plan.

 

(d)

“Company” shall mean Hibbett Sporting Goods, Inc., a Delaware corporation.

 

(e)

“Eligible Executive” shall mean the Company’s Chief Executive Officer and each other executive officer of the Company that the Committee determines, in its discretion, is or may be a “covered employee” of the Company within the meaning of Section 162(m) of the Code and Section 1.162-(c)(2) of the Regulations.

 

(f)

“Incentive Bonus” shall mean, for each Eligible Executive, an annual bonus opportunity amount determined by the Committee pursuant to Section 3 below.

 

(g)

“Regulations” shall mean the Treasury Regulations promulgated under the Code, as amended from time to time.

 

Section 2.

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