EXHIBIT 10.2
THE
BON-TON STORES, INC.
RESTRICTED STOCK AGREEMENT
This is a Restricted Stock Agreement
dated as of July 19, 2007 (“Agreement”), between
The Bon-Ton Stores, Inc. (the “Company”) and the
undersigned (“Grantee”). This Agreement is entered into
pursuant to the provisions of the Plan (as defined below) and in
connection with a certain employment agreement entered into by and
between the Grantee and the Company on August 24, 2004, and as
such has been amended from time to time (including the Third
Amendment to Employment Agreement, entered into in July, 2007) (the
employment agreement, including all amendments thereto being
referred to herein as the “Employment Agreement”). This
Agreement is intended to be consistent with the Employment
Agreement and specifically those provisions of the Employment
Agreement regarding the grant of a “Time-Based Restricted
Share Grant” to be made as soon as practicable after the
effective date of the Third Amendment to the Employment Agreement,
and shall be so interpreted. To the extent any provision hereof is
inconsistent with the provisions of the Employment Agreement, the
provisions of the Employment Agreement shall be given effect. To
the extent the definition of any terms defined in the Employment
Agreement is modified from time to time by amendments made to the
Employment Agreement, the definition as in effect at the relevant
time shall apply for purposes of this Agreement.
Definitions. As used
herein:
“
Date of Grant ” means July 19, 2007, the date on
which the Company awarded the Restricted Stock.
“
Forfeiture Date ” means any date as of which
Grantee’s rights to all or any portion of the Restricted
Stock are forfeited pursuant to applicable provisions of this
Agreement.
“
Plan ” means The Bon-Ton Stores, Inc. Amended and
Restated 2000 Stock Incentive and Performance-Based Award
Plan.
“
Restricted Period ” with respect to any shares of
Restricted Stock means the period beginning on the Date of Grant
and ending on the Vesting Date applicable to such shares.
“
Vesting Date ” with respect to any shares of
Restricted stock means the date set as a vesting date pursuant to
Paragraph 2 hereof, or such earlier vesting date as is
otherwise provided herein.
All
other capitalized terms used herein shall have the meaning set
forth in the Employment Agreement or in the Plan, as applicable. In
the event of any inconsistency in the definition contained in the
Employment Agreement and that contained in the Plan, the definition
in the Employment Agreement shall control.
Grant of Restricted Stock .
Subject to the terms and conditions set forth herein and in the
Plan, the Company grants to Grantee 41,297 shares of the
Company’s Common Stock, par value
$.01
(the “Restricted Stock”). Except as otherwise provided
herein, the Restricted Stock shall vest on the Vesting Dates as set
forth in the following schedule provided that, on such applicable
Vesting Date, Grantee is, and has continuously been, an employee of
the Company or an Affiliate of the Company during such
shares’ Restricted Period:
Fifteen
percent (15%) of the Restricted Stock vests on February 2,
2008;
An
additional thirty-five percent (35%) of the Restricted Stock vests
on January 31, 2009; and
The
remainder of the Restricted Stock vests on February 5,
2010.
In lieu
of vesting of the Restricted Stock on the Vesting Dates noted
above, the Restricted Stock shall become fully vested: (i) if
Grantee’s employment is terminated by the Company without
Cause (as that term is defined in the Employment Agreement) or if
the Grantee resigns from his employment with the Company or an
Affiliate of the Company for Good Reason (as that term is defined
in the Employment Agreement), provided Grantee executes a general
release as required under applicable provisions of the Employment
Agreement; or (ii) in accordance with Paragraph 8 below
in the event of a Change of Control of the Company.
Restrictions on Restricted
Stock . Subject to the terms and conditions set forth herein
and in the Plan, Grantee shall not be permitted to sell, transfer,
pledge or assign any Restricted Stock during such shares’
Restricted Period.
Lapse of Restrictions .
Subject to the terms and conditions set forth herein and in the
Plan, the restrictions on Restricted Stock set forth in
Paragraph 3 shall lapse on the date such shares become
vested.
Forfeiture of Restricted
Stock . Subject to the terms and conditions set forth herein
and in the Plan, if Grantee’s employment with the Company or
an Affiliate of the Company terminates during the Restricted Period
for any reason, such date shall be the Forfeiture Date, and Grantee
shall forfeit any Restricted Stock still subject to restrictions as
of the Forfeiture Date; provided, however, that any shares required
to be vested pursuant to the Employment Agreement by reason of the
Grantee’s termination of employment (i.e., discharge
