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EXHIBIT 10.4
THE BON-TON STORES, INC.
RESTRICTED STOCK UNIT AGREEMENT
This is a
Restricted Stock Unit Agreement dated as of ____________
("Agreement"), between The Bon-Ton Stores,
Inc. (the "Company") and the
undersigned ("Grantee"). This Agreement is
entered into pursuant to the
provisions of The Bon-Ton Stores, Inc. 2000
Stock Incentive Plan (the "Plan") in
connection with Grantee's services as a
member of the Company's Board of
Directors and is intended to constitute an
Award under the Plan, on the terms
and conditions set forth herein, and
subject to the terms, conditions and
limitations of the Plan. Except as
otherwise specifically provided herein, or as
may be required by the context, all
capitalized terms used herein are used with
the same meaning as is set forth in the
Plan.
1. Definitions.
As used herein:
(a) "Date of Grant" means ______________, the date on which the
Company has awarded this Restricted Stock
Unit.
(b) "Restricted Stock Unit" means a right to receive a Share
pursuant
to the terms of this Agreement, and
consistent with the provisions of the Plan
(c) "Share Distribution Date" means the earlier of the first
anniversary of the date as of which
Grantee's service as a member of the Board
of Directors terminates for any reason or
the date of a Change of Control.
(d) "Vesting Date" means the last day of the fiscal year of the
Company during which occurs the Date of
Grant.
2. Grant of
Restricted Stock Units. Subject to the terms and conditions set
forth herein and in the Plan, the Company
grants to Grantee _______________
Restricted Stock Units, each of which
corresponds to a single Share, to be
delivered to Grantee (or Grantee's personal
representative, heir or legatee in
the event of Grantee's death or incapacity)
on the Share Distribution Date.
3. Restrictions
on Restricted Stock Units. Grantee shall not be permitted
to sell, transfer, pledge or assign any
Restricted Stock Units at any time.
Grantee's rights with respect to the
Restricted Stock Units granted subject to
this Agreement shall be to receive the
Shares corresponding to such Restricted
Stock Units on the Share Distribution
Date.
4. Vesting. The
Restricted Stock Units subject to this Agreement shall
become fully vested on the Vesting Date if
Grantee has remained as a member of
the Board of Directors continuously through
the Vesting Date. If Grantee has
terminated service as a member of the Board
of Directors prior to the Vesting
Date, a portion of the Restricted Stock
Units subject to this Agreement shall
become vested, such portion being
determined by multiplying the number
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of Restricted Stock Units subject to this
agreement by a fraction, the numerator
of which is the number of full months that
Grantee was a member of the Board of
Directors during the fiscal year during
which the Date of Grant occurs, and the
denominator of which is twelve (12).
5. Forfeiture of
Restricted Stock Units. Any Restricted Stock Units that
are not treated as having become vested as
of the Vesting Date shall be
forfeited.
6. Distribution
of Shares. The Restricted Stock Units that are treated as
vested as of the Vesting Date shall entitle
Grantee to receive a corresponding
number of Shares as of the Share
Distribution Date, su
