EXHIBIT 10.2.3
SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT AND WAIVER
This SECOND AMENDMENT and WAIVER dated as of July , 1996 to the
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Stockholders Agreement dated as of November 1, 1995, as amended (the
"Agreement") by and among The SK Equity Fund, L.P., a Delaware limited
partnership (the "Equity Fund"), SK Investment Fund, L.P., a Delaware limited
partnership (the "Investment Fund" and together with the Equity Fund, the
"Funds"), the Stockholders listed on the signature pages thereof (the
"Stockholders") and Hibbett Sporting Goods, Inc., an Alabama corporation (the
"Company").
WITNESSETH:
WHEREAS, the parties hereto desire to amend the corporate governance
section of the Agreement relating to the composition of the board of directors
of the Company; and
WHEREAS, the Stockholders desire to waive certain incidental
registration rights under the Agreement in respect of the anticipated initial
public offering by the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Definitions; References. Unless otherwise specifically
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defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall from and after the date hereof refer to the Agreement as amended
hereby.
SECTION 2. Amendment of Section 2.1 of the Agreement. Section 2.1(a)
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of the Agreement is amended to read in its entirety as follows:
"For so long as the number of Shares held by the Anderson Group equals
or exceeds 50% of the Original Anderson Shares, the Board shall consist
of not less than six nor more than nine directors, one of whom shall be
an officer of the Company, another of whom shall be designated by the
Anderson Designee (the "Anderson Director") and the rest of whom shall
be designated by the Funds. One of the directors designated by the
Funds shall be elected as Chairman of the Board. After the number of
Shares held by the Anderson Stockholders falls below 50% of the number
of the Original Anderson Shares, all the directors shall be elected in
accordance with the Charter of the Company, the Bylaws of the Company
and the applicable provisions of law."
SECTION 3. Inclusion of Additional Shares. Each party hereto hereby
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agrees that (i) 432,000 Shares issuable to Clyde B. Anderson upon the exercise
of options granted to him by the Company on August 1, 1996 shall be subject to
the provisions of Articles IV and V of the Agreement and (ii) all Shares held by
any Permitted Transferee of a Management Stockholder shall remain subject to all
the provisions of the Agreement.
SECTION 4. Waiver of Incidental Registration Rights. Each Stockholder
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party hereto hereby waives its right under Section 5.2 of the Agreement (i) to
be notified in respect of filing by the Company of the Registration Statement
with the Securities and Exchange Commission (File No. 333-07023) (the
"Registration Statement") and (ii) to request inclusion in the Registration
Statement of any Shares owned by such Stockholder.
SECTION 5. Governing Law. This Amendment shall be governed by, and
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construed in accordance with, the laws of the State of New York without regard
to the conflicts of law rules of such state.
SECTION 6. Counterparts; Effectiveness. This Amendment may be signed
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in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date and year first written
above when the Company shall have received duly executed counterparts hereof
signed by each party hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE SK EQUITY FUND, L.P.
By SKM Partners, L.P., the General
Partner
By:
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Name:
Title:
SK INVESTMENT FUND, L.P.,
By SKM Partners, L.P., the General
Partner
By:
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Name:
Title:
CHARLES C. ANDERSON
By:
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Charles C. Anderson
JOEL R. ANDERSON
` By:
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Joel R. Anderson
CHARLES C. ANDERSON, JR.
By:
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Charles C. Anderson, Jr.
3
TERRENCE C. ANDERSON
By:
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Terrence C. Anderson
CLYDE B. ANDERSON
By:
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Clyde B. Anderson
HAROLD M. ANDERSON
By:
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Harold M. Anderson
FIRST ANDERSON GRANDCHILDREN'S
TRUST
F/B/O CHARLES C. ANDERSON, III
By:
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Name
Trustee
FIRST ANDERSON GRANDCHILDREN'S
TRUST
F/B/O LAUREN A. ANDERSON
By:
-------------------------
Name
Trustee
FIRST ANDERSON GRANDCHILDREN'S
TRUST
F/B/O HAYLEY E. ANDERSON
By:
-------------------------
Name
Trustee
4
SECOND ANDERSON GRANDCHILDREN'S
TRUST
F/B/O ALEXANDRA R. ANDERSON
By:
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Name
Trustee
THIRD ANDERSON GRANDCHILDREN'S
TRUST
F/B/O TAYLOR CLAIRE ANDERSON
By:
-------------------------
Name
Trustee
FOURTH ANDERSON GRANDCHILDREN'S
TRUST
F/B/O CARSON CAINE ANDERSON
By:
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Name
Trustee
FIFTH ANDERSON GRANDCHILDREN'S
TRUST
F/B/O HAROLD M. ANDERSON, JR.
By:
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Name
Trustee
SIXTH ANDERSON GRANDCHILDREN'S
TRUST
F/B/O BENTLEY BARBOUR ANDERSON
By:
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Name
Trustee
SEVENTH ANDERSON GRANDCHILDREN'S
TRUST
F/B/O OLIVIA BARBOUR ANDERSON
By:
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Name
Trustee
THE ASHLEY R. ANDERSON TRUST
By:
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Name
Trustee
By:
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Name
Trustee
JOEL R. ANDERSON II TRUST
By:
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Name
Trustee
By:
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Name
Trustee
GERALD H. DAUGHERTY
By:
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Gerald H. Daugherty
MARTIN R. ABROMS
By:
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Martin R. Abroms
SANDRA B. COCHRAN
By:
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Sandra B. Cochran
MICHAEL J. NEWSOME
By:
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Michael J. Newsome
JUDY MARIE NEWSOME
By:
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Judy Marie Newsome
KELLY NEWSOME FREDETTE
By:
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Kelly Newsome Fredette
STACEY ANN NEWSOME
By:
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Stacey Ann Newsome
HIBBETT SPORTING GOODS, INC.
By:
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Name:
Title: