Item 1.01. Entry Into a Material Definitive Agreement

Award agreements approved on December 15, 2005, for use in connection with the 2005 Equity Incentive Plan (“2005 Plan”) of Hibbett Sporting Goods, Inc. (the “Company”) provide for the acceleration of vesting or the lapse of forfeiture requirements in certain cases upon participants’ death, disability or retirement. Such agreements were filed as exhibits to the Company's Current Report on Form 8-K on December 19, 2005.

On January 27, 2006, the Company's Compensation Committee (the “Committee”) determined to adopt similar principles for vesting and forfeiture applicable to all outstanding and unexercised stock options granted under the Amended and Restated 1996 Stock Option Plan (“1996 Plan”), as well as those awards granted before December 15, 2005, under the 2005 Plan.

Effective immediately, if any holder of such awards ceases to be employed by the Company because of death or disability, or if the holder retires and the Committee approves, then any unvested portion of a covered option shall fully vest and the forfeiture requirements of any restricted stock unit shall lapse.

Disability is further defined as a medically determinable physical or mental impairment which renders the participant unable to engage in any substantial gainful activity for not less than 120 days, as determined by a physician selected by the Committee. To qualify, retirement must occur after the date the participant attains age sixty-five (65) years, following at least five (5) years of service with the Company.

This modification will result in an immaterial charge which will be recorded in the fourth quarter of fiscal year ended January 28, 2006. No other terms of the 1996 Plan were modified.

On January 27, 2006, the Committee also granted to Michael J. Newsome, the Company’s Chairman and Chief Executive Officer, new stock options to purchase 24,000 shares of common stock, as well as an award for 5,100 executive restricted stock units. These awards are under the 2005 Plan and are subject to the Award Agreements filed on December 27, 2005. The Company intends to provide additional information regarding the compensation awarded to, including equity awards, to applicable officers and directors in respect of and during the year ended January 28, 2006, in the proxy statement for the Company’s 2006 annual meeting of stockholders.

Also on January 27, 2006, the Board of Directors (the “Board”) of the Company increased the options automatically granted to eligible outside directors under the 1996 Stock Plan for Outside Directors (“Director Plan”):

This action increased the Initial Award from 7,500 shares and increased the Annual Award from 3,750 shares and is effective for fiscal year 2006.

Item 1.02. Termination of a Material Definitive Agreement

As previously reported on Form 8-K on December 27, 2005, the Compensation Committee, by unanimous consent dated December 23, 2005, authorized the Company to enter into agreements and modifications to its group health plan to permit its Chief Executive Officer and Chairman of the Board, Michael J. Newsome and his wife to become covered participants until their deaths.