EXHIBIT 10.3
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 Fiscal Year 2007 “Performance-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. All determinations regarding the vesting of Restricted
Stock hereunder shall be made by the Committee (as that term is
defined in the Plan) consistent with the Plan’s provisions
regarding performance-based compensation.
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.
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”). Of the Restricted Stock subject to this Agreement,
fifty percent (50%) is subject to vesting (or forfeiture) on the
basis of the achievement of certain performance goals established
for the Company’s 2007 fiscal year (i.e., the fiscal year
ending on or about January 31, 2008), and the remaining fifty
percent (50%) is subject to vesting (or forfeiture) on the basis of
the achievement of performance goals to be established for the
Company’s 2008 fiscal year (i.e., the fiscal year ending on
or about January 31, 2009). The two portions of the Restricted
Stock are referred to herein as the “2007 Performance Shares
Based Upon Company Performance For Fiscal Year 2007” and the
“2007 Performance Shares Based Upon Company Performance for
Fiscal Year 2008,” respectively. Except as otherwise provided
herein, the Restricted Stock shall vest (or be forfeited) as
follows:
2007 Performance Shares Based Upon Company Performance For
Fiscal Year 2007 :
One
hundred percent (100%) of the 2007 Performance Shares Based Upon
Company Performance For Fiscal Year 2007 shall become vested in the
event that the Company achieves the Net Income required for the
target bonus as specified on the CEO 2007 Bonus Metrics Table (Net
Income for these purposes shall be determined in a manner
consistent with the determination of Net Income applicable to
Grantee’s bonus under Paragraph 5(a)(ii) of the Third
Amendment to the Employment Agreement.)
Eighty-seven
and one-half percent (87.5%) of the 2007 Performance Shares Based
Upon Company Performance For Fiscal Year 2007 shall become vested
in the event that the Company achieves ninety-five percent (95%) of
the Net Income required for the target bonus as specified on the
CEO 2007 Bonus Metrics Table, and the remaining 2007 Performance
Shares Based Upon Company Performance For Fiscal Year 2007 shall be
forfeited as of the close of the Company’s 2007 fiscal
year.
Seventy-five
percent (75%) of the 2007 Performance Shares Based Upon Company
Performance For Fiscal Year 2007 shall become vested in the event
that the Company achieves ninety percent (90%) of the Net Income
required for the target bonus as specified on the CEO 2007 Bonus
Metrics Table, and the remaining 2007 Performance Shares Based Upon
Company Performance For Fiscal Year 2007 shall be forfeited as of
the close of the Company’s 2007 fiscal year.
Achievement
of Net Income below the Net Income required for the threshold bonus
as specified on the CEO 2007 Bonus Metrics Table shall result in
forfeiture of the 2007 Performance Shares Based Upon Company
Performance For Fiscal Year 2007.
The
Vesting Date with respect to the 2007 Performance Shares Based Upon
Company Performance For Fiscal Year 2007 shall be as of
February 2, 2008, subject to the Committee’s
certification in writing of its determination of the level of
achievement of the performance goals set forth above (without
regard to whether Grantee has remained employed by the Company or
an Affiliate of the Company after the Vesting Date). Any 2007
Performance Shares Based Upon
- 2 -
Company
Performance For Fiscal Year 2007 not vested as a result of such
determination shall be considered as having been forfeited as of
February 2, 2008.
2007 Performance Shares Based Upon Company Performance
For Fiscal Year 2008 . The 2007 Performance Shares Based Upon
Company Performance For Fiscal Year 2008 shall become vested or
shall be forfeited as a result of the achievement or
non-achievement of performance targets for the selected performance
metrics (among Net Income, GMROI Dollars ($); Total Sales, and
EBITDA) established for the Company’s 2008 fiscal year by the
Committee. These performance targets shall be in line with the
respective targets under the Company Plan for its 2008 fiscal year
as well as in line with the respective targets established with
respect to bonuses payable under the Company’s Cash Bonus
Plan for the Company’s 2008 fiscal year, all as determined by
the Committee consistent with the Plan and in the normal course
(i.e., in the first quarter of the Company’s 2008 fiscal
year).
The
Vesting Date with respect to the 2007 Performance Shares Based Upon
Company Performance For Fiscal Year 2008 shall be as of
January 31, 2009, subject to the Committee’s
certification in writing of its determination of the level of
achievement of the performance goals established in connection with
the vesting of such shares of Restricted Stock (without regard to
whether Grantee has remained employed by the Company or an
Affiliate
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