R. G. BARRY CORPORATION
2005 LONG-TERM INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
AGREEMENT
FOR EMPLOYEES
ISSUED TO ON SEPTEMBER 11, 2008
R. G. Barry
Corporation (“Company”) believes that its business
interests are best served by extending to you an opportunity to
earn additional compensation based on the growth of the
Company’s business. To this end, the Company and its
shareholders adopted the R. G. Barry Corporation 2005 Long-Term
Incentive Plan (“Plan”) as a means through which you
may share in the Company’s success. Capitalized terms not
otherwise defined in this Award Agreement will have the same
meanings as in the Plan. You have been granted Restricted Stock
Units (“RSUs”), which represent the right to receive
common shares of the Company (“Stock”), subject to the
terms and conditions described in this Award Agreement and the
Plan.
To ensure you
fully understand the terms and conditions of your RSUs, you
should:
|
|
•
|
|
Read the Plan and this Award
Agreement carefully; and
|
|
|
|
|
|
|
|
•
|
|
Contact Jose Ibarra at (614)729-7270
if you have any questions about your RSUs.
|
No later than
October 24, 2008, you must return a signed copy of the Award
Agreement to:
Jose Ibarra
R. G. Barry Corporation
13405 Yarmouth Road N.W.
Pickerington, Ohio 43147
Section 2. Nature of Your
Award
(a) Grant Date: September 11, 2008.
(b) Number of RSUs: You have been granted
RSUs, subject to the terms and conditions of this Award Agreement
and the Plan.
Section 3. When Your RSUs
Will Vest and Be Settled
(a) Restriction Period:
Unless the Restriction Period is
terminated earlier (see Section 4), each RSU will vest and be
settled in a share of Stock as described below. However, if these
conditions are not met, your RSUs will be forfeited.
|
|
•
|
|
20 percent of your RSUs will
vest on the date that the Committee reviews and approves the
financial performance of the Company for fiscal year 2009, but only
if specific pre-established performance objectives and other terms
of this Award Agreement are met during the 2009 fiscal year. Unless
you have elected to defer your RSUs pursuant to the terms and
conditions of the R. G. Barry Corporation Deferral Plan, such RSUs
shall be settled within 70 days following the last day of the
2009 fiscal year.
|
|
|
|
|
|
|
|
•
|
|
20 percent of your RSUs will
vest on the date that the Committee reviews and approves the
financial performance of the Company for fiscal year 2010, but only
if specific pre-established performance objectives and other terms
of this Award Agreement are met during the 2010 fiscal year. Unless
you have elected to defer your RSUs pursuant to the terms and
conditions of the R. G. Barry Corporation Deferral Plan, such RSUs
shall be settled within 70 days following the last day of the
2010 fiscal year.
|
|
|
|
|
|
|
|
•
|
|
20 percent of your RSUs will
vest on the date that the Committee reviews and approves the
financial performance of the Company for fiscal year 2011, but only
if specific pre-established performance objectives and other terms
of this Award Agreement are met during the 2011 fiscal year. Unless
you have elected to defer your RSUs pursuant to the terms and
conditions of the R. G. Barry Corporation Deferral Plan, such RSUs
shall be settled within 70 days following the last day of the
2011 fiscal year.
|
1
|
|
•
|
|
20 percent of your RSUs will
vest on the date that the Committee reviews and approves the
financial performance of the Company for fiscal year 2012, but only
if specific pre-established performance objectives and other terms
of this Award Agreement are met during the 2012 fiscal year. Unless
you have elected to defer your RSUs pursuant to the terms and
conditions of the R. G. Barry Corporation Deferral Plan, such RSUs
shall be settled within 70 days following the last day of the
2012 fiscal year.
|
|
|
|
|
|
|
|
•
|
|
Any
RSUs granted under this Award Agreement that are unvested on the
date that the Committee reviews and approves the financial
performance of the Company for fiscal year 2013 will immediately
vest on such date. Unless you have elected to defer your RSUs
pursuant to the terms and conditions of the R. G. Barry Corporation
Deferral Plan, such RSUs shall be settled within 70 days
following the last day of the 2013 fiscal year.
|
For purposes of
this Section 3, the Committee will establish performance
objectives and give these to you in writing before the beginning of
each fiscal year.
(b) Effect of a Business
Combination: If there is
a Business Combination, your RSUs will be subject to the terms and
conditions of Section 13.00 of the Plan which, at any time
prior to a Business Combination and notwithstanding
Section 14.00[6] of the Plan, may be amended from time to time
without your consent.
Section 4. Effect of
Termination of Service
(a) Termination Because of Death,
Disability or Retirement: If your Service Terminates (as defined below)
because of death or Disability, all of your RSUs will vest. If your
Service Terminates because of Retirement, you will receive a
prorated portion of any RSUs that are not vested when your Service
Terminates equal to the product of (i) the number of RSUs that
are scheduled to vest during the year your Service Terminates if
any spec
|
