RESTRICTED STOCK
AGREEMENT
This is a Restricted Stock Agreement dated as of
February 2, 2009 (“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 as of February 1, 2009,
(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 “Restricted Shares,”
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.
1.
Definitions . As used herein:
(a) “ Date of Grant ”
means February 2, 2009, the date on which the Company awarded
the Restricted Stock.
(b) “ 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.
(c) “ Plan ” means The
Bon-Ton Stores, Inc. Amended and Restated 2000 Stock Incentive and
Performance-Based Award Plan, as amended from time to
time.
(d) “ 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 for such shares.
(e) “ 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 except to the extent the context clearly requires otherwise.
This Agreement is intended to be consistent with the terms of the
Plan and is subject in all regards to the terms of the Plan. 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.
2. Grant of Restricted Stock .
Subject to the terms and conditions set forth herein and in the
Plan, the Company grants to Grantee seventy thousand (70,000)
shares of the Company’s Common Stock, par value $.01 (the
“Restricted Stock”). All of the Restricted Stock shall
vest on April 30, 2011, 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. 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.
3. 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.
4. 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 Vesting Date.
5. 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 by the
Company without Cause or resignation for Good Reason, provided
Grantee executes a general release as required under applicable
provisions of the Employment Agreement), shall be treat
|
