Exhibit 10.6
THE TALBOTS, INC.
2003 EXECUTIVE STOCK BASED INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
August 7, 2007
The
Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
The undersigned acknowledges receipt
from The Talbots, Inc. (together with its subsidiaries, the
“Company” or “Talbots”) of (i) this
Restricted Stock Agreement providing the terms and conditions of a
grant of restricted stock made on August 7, 2007 under the
2003 Executive Stock Based Incentive Plan, as amended and restated
(the “Plan”), and (ii) a copy of the Plan.
The restricted stock grant (the
“Award”) is for 350,000 shares of Common Stock of the
Company, $.01 par value (the “Restricted Stock”).
The amount of $3,500.00 in full
payment of the purchase price for each share of Restricted Stock
(being $.01 per share) has been paid by the Company on behalf of
the undersigned, as additional compensation to the
undersigned.
In consideration of the
Company’s accepting this Agreement and delivering the shares
of Restricted Stock provided for herein, the undersigned hereby
agrees with the Company as follows:
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1. |
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Restricted Period . |
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(a) |
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No Transfer of Shares . During the period of time that
any shares of Restricted Stock are unvested as set forth in
paragraphs 1(b) below (the “Restricted Period”), such
unvested shares shall not be sold, assigned, transferred,
pledged, |
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hypothecated or otherwise disposed of, except by will or the
laws of descent and distribution or as provided in this
Agreement. |
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(b) |
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Vesting Period . Except as otherwise provided below, the
Restricted Stock subject to this Award shall vest as follows:
(i) twenty-five percent (25%) on March 15, 2008;
(ii) twenty-five percent (25%) on March 15, 2009; and
(iii) fifty percent (50%) on March 15, 2010. |
2. The Company will have the
option to repurchase the Restricted Stock that has not yet vested
at a price of $.01 per share, which price may be amended from time
to time by the Compensation Committee of the Company (the
“Committee”) at its discretion. Such option will be
exercisable with respect to such unvested shares of Restricted
Stock (i) if the undersigned’s continuous employment for
the Company or an Affiliate (as such term is defined below) shall
terminate for any reason, except solely by reason of a period of
Related Employment (as such term is defined in the Plan), or except
as otherwise provided in paragraphs 3(a), 3(b) and 3(c) hereof,
prior to the expiration of the Restricted Period with respect to
such unvested shares of Restricted Stock, and (ii) if, on or
prior to the expiration of the Restricted Period with respect to
such unvested shares of Restricted Stock or the earlier lapse of
this repurchase option with respect to such unvested shares of
Restricted Stock, the undersigned has not paid to the Company an
amount equal to any federal, state, local or foreign income or
other taxes which the Company determines is required to be withheld
in respect of such shares. At your election, the Committee hereby
authorizes you to satisfy any such withholding tax obligation in
whole or in part by the Company withholding, or your transferring
to the Company, shares of Common Stock of the Company in
satisfaction of any such obligations, determined using the fair
market value of such shares at the time of such vesting. Any such
shares of Common Stock delivered to the Company in satisfaction of
all or any portion of such withholding taxes shall be appropriately
endorsed for transfer and assignment to the Company. In all events,
no share shall be issued until full payment therefor has been
delivered to and received by the Company.
Any attempt by the undersigned to
dispose of any unvested Restricted Stock in contravention of the
foregoing repurchase option of the
Company
shall be null and void and without effect. If the Company’s
repurchase option is not exercised by the Company with respect to
any unvested shares of Restricted Stock within 120 days after
the later of (i) the date the undersigned is finally removed
from the payroll of the Company or its Affiliates or (ii) any
later effective date of employment termination (in each case,
including any period of challenge or appeal by the undersigned),
such repurchase option shall terminate and be of no further force
and effect.
For purposes of this Agreement,
“Affiliates” means all direct or indirect subsidiaries
of the Company, including without limitation The J. Jill Group,
Inc., as well as any other entity which is now or may later be
directly or indirectly controlled by the Company.
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3. |
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Death or Disability; Termination without Cause or for Good
Reason; Change in Control . |
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(a) |
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If the undersigned has been in continuous employment for the
Company or an Affiliate since the date on which the Award was
granted, and while in such employment, the undersigned dies, or her
employment is terminated by reason of disability (as such term is
defined in Paragraph 12 of the Plan), and any such event shall
occur prior to the end of the Restricted Period with respect to any
unvested Restricted Stock, the Committee shall immediately cancel
the repurchase option de |
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