<PAGE>
EXHIBIT 10.3
THE BON-TON STORES, INC.
RESTRICTED STOCK AGREEMENT
--------------------------
This is a Restricted Stock
Agreement dated as of ____________
("Agreement"), between The Bon-Ton Stores,
Inc. (the "Company") and the
undersigned ("Grantee").
1. Definitions.
As used herein:
(a) "Date of Grant" means __________ the date on which the
Company
awarded the Restricted
Stock.
(b) "Forfeiture Date" means any date during the Restricted Period
on
which Grantee's employment with the Company
or an Affiliate of the Company
terminates for any reason other than as
provided in Section 5 of this Agreement.
(c) "Plan" means The Bon-Ton Stores, Inc. Amended and Restated
2000
Stock Incentive 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" means the earlier of: (i) the date of
Grantee's
termination of employment by reason of
death or disability, and (ii) the date
set as the "Vesting Date" pursuant to
Paragraph 2.
All other
capitalized terms used herein shall have the meaning set forth
in
the Plan.
2. Grant of
Restricted Stock. Subject to the terms and conditions set forth
herein and in the Plan, the Company grants
to Grantee _______ shares of the
Company's Common Stock, par value $.01 (the
"Restricted Stock"). The Restricted
Stock shall vest [on ______________.] in
installments with each installment
vesting on the Vesting Date set forth below
for the number of shares set across
from such Vesting Date.
Vesting Date
Number of Shares
------------
----------------
<PAGE>
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 such shares'
Vesting Date; provided, however, that on
such Vesting Date Grantee is, and has
continuously been, an employee of the
Company or an Affiliate of the Company
during such shares' Restricted Period.
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
other than death or disability, within the
meaning of subsection 22(e)(3) of the
Internal Revenue Code of 1986, as amended
(the "Code"), Grantee shall forfeit
any Restricted Stock still subject to
restrictions as of the Forfeiture Date.
Upon a forfeiture of any shares of
Restricted Stock as provided in this
Paragraph 5, the shares of Restricted Stock
so forfeited shall be reacquired by
the Company without consideration.
6. Rights of
Grantee. Except for the restrictions set forth in Paragraph 3,
during the Restricted Period Grantee shall
have all of the rights of a
shareholder with respect to the Restricted
Stock, including the right to vote
the Restricted Stock to the same extent
that such shares could be voted if they
were not subject to the restrictions set
forth in this Agreement.
7. Change of
Control of Company. In the event of a Change of Control, the
Committee may take whatever action with
respect to the Restricted Stock it deems
necessary or desirable, including, without
limitation, removing any restrictions
or
