EXHIBIT 10.2.10
CHARMING SHOPPES, INC.
1993 EMPLOYEES' STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Agreement dated as of February 10, 1999 between CHARMING
SHOPPES, INC. (the "Company") and (the
"Employee").
It is agreed as follows:
1. Grant of Restricted Stock; Consideration.
The Company hereby confirms the grant, under the Company's
1993 Employees' Stock Incentive Plan (the "Plan"), to Employee on
the date of this Restricted Stock Agreement (the "Date of Grant")
of shares of the Company's common stock, par value $0.10
per share ("Shares"), pursuant to Section 6(d) of the Plan, and
subject to restrictions as set forth herein and in the Plan
("Restricted Stock"). Employee shall be required to pay no cash
consideration for the grant of the Restricted Stock, but
Employee's prior services to the Company, performance of services
to the Company prior to the expiration of applicable restrictions
relating to the Restricted Stock and otherwise during the term of
his or her employment, and his or her agreement to abide by the
terms set forth in the Plan, this Restricted Stock Agreement (the
"Agreement"), and any Rules and Regulations under the Plan, shall
be deemed to be consideration for this grant of Restricted Stock.
2. Incorporation of Plan by Reference.
The Restricted Stock has been granted to Employee under the
Plan, a copy of which (excluding exhibits) is attached hereto.
All of the terms, conditions and other provisions of the Plan are
hereby incorporated by reference into this Agreement.
Capitalized terms used in this Agreement but not defined herein
shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this Agreement and the
provisions of the Plan, the provisions of the Plan shall govern.
Employee hereby accepts the grant of Restricted Stock,
acknowledges receipt of the attached copy of the Plan, and agrees
to be bound by all the terms and provisions hereof and thereof
(as presently in effect or hereafter amended), and by all
decisions and determinations of the Board or Committee under the
Plan.
3. Restrictions on Restricted Stock.
(a) Restrictions Generally. Until they lapse in accordance
with Section 3(b), 3(c), or 5(a), the following restrictions (the
"Restrictions") shall apply to the Restricted Stock: (1) Employee
shall have no right to sell, transfer, assign, pledge, or
otherwise encumber or dispose of the Restricted Stock (except for
transfers and forfeitures to the Company); and (2) the
Restricted Stock shall be subject to the risk of forfeiture as
set forth in Section 3(b). Employee shall be entitled to receive
dividends and distributions on the Restricted Stock when, as, and
if declared and paid on Shares, provided that, unless otherwise
determined by the Committee, dividends and distributions shall be
deemed reinvested in additional Restricted Stock at the Fair
Market Value of Shares on the payment date, which additional
Restricted Stock shall be subject to the same Restrictions as
apply to the original Restricted Stock; Employee shall be
entitled to vote Restricted Stock on any matter submitted to a
vote of holders of Common Stock; and Employee shall have all
other rights of a shareholder of the Company except as otherwise
expressly limited or provided under this Section 3.
THE DATE OF GRANT OF THIS OPTION IS:
GRANT NUMBER:
(b) Forfeiture. Unless otherwise determined by the
Committee, if Employee's employment terminates and he or she
thereafter is not an employee of the Company or any of its
subsidiaries (a "Termination"), and such Termination is for any
reason other than due to death, permanent disability, or
involuntary termination by the Company for reasons other than
"Cause," the Restricted Stock as to which Restrictions have not
lapsed at or before such Termination shall be forfeited at the
time of such Termination. Accordingly, Employee's voluntary
Termination or Termination by the Company for Cause will result
in all shares of Restricted Stock which remain subject to
Restrictions being immediately forfeited. In the event of
Employee's Termination due to death or permanent disability, all
Restrictions on the Restricted Stock shall lapse at the time of
such Termination (i.e., none of the Restricted Stock will be
forfeited). In the event of Employee's Termination due to
involuntary termination by the Company for reasons other than
"Cause," the Restrictions on those shares of Restricted Stock as
to which Restrictions would have lapsed at the next anniversary
of the Date of Grant will lapse on an accelerated basis at the
time of such Termination (i.e., one additional tranche of the
Restricted Stock will become non-forfeitable), and those shares
of Restricted Stock as to which Restrictions have not lapsed at
or before such Termination (i.e., any tranche as to which
Restrictions would have lapsed at an anniversary of the Date of
Grant after the next anniversary date) shall be forfeited at the
time of such Termination. For purposes of this Agreement,
"Cause" shall mean Employee's chronic neglect, refusal or failure
to fulfill his or her employment duties and responsibilities,
other than for reasons of sickness, accident or other similar
causes beyond Employee's control. Such neglect, refusal or
failure shall be determined in the sole and reasonable judgment
of the Committee. For purposes of this Agreement, the existence
of a "permanent disability" shall be determined by, or in
accordance with criteria and standards adopted by, the Committee.
(c) Expiration of Restrictions. Unless the Restrictions on
Restricted Stock lapse earlier under Section 3(b) or 5(a), the
Restrictions shall lapse as to one-fifth of the total number of
shares of Restricted Stock on each of the first, second, third,
fourth, and fifth anniversaries of the Date of Grant. Upon
expiration of the Restrictions on any Restricted Stock, the Com-
pany shall promptly deliver to Employee one or more certificates
representing such Shares (which shall no longer be deemed to be
Restricted Stock), with any legend referring to the Restrictions
removed from such certificate(s), or shall cause such Shares to
be delivered to a broker or bank which maintains an account for
Employee or Employee's designee, for deposit to such account.
(d) Certificates Representing Restricted Stock. Restricted
Stock shall be evidenced by issuance of one or more certificates
in the name of Employee, bearing an appropriate legend referring
to the terms, conditions, and Restrictions applicable hereunder.
Unless otherwise determined by the Committee, such certificates
shall remain in the physical custody of the General Counsel of
the Company or his designee until such time as the Restrictions
on such shares have lapsed. In addition, Restricted Stock shall
be subject to such stop-transfer orders and other restrictive
measures as the General Counsel of the Company shall deem
advisable under federal or state securities laws, rules and
regulations thereunder, and the rules of the Nasdaq National
Market System or any national securities exchange on which Common
Stock is then quoted or listed, or to implement the Restrictions,
and the General Counsel may cause a legend or legends to be
placed on any such certificates to make appropriate reference to
the Restrictions.
(e) Stock Powers. Employee agrees to execute and deliver
to the Company one or more stock powers, in such form as may be
specified by the General Counsel, authorizing the transfer of the
Restricted Stock to the Company, at the Date of Grant of the
Restricted Stock or upon request at any time thereafter.
4. Tax Withholding.
Employee agrees to remit to the Company and any subsidiary,
and authorizes the Company and any subsidiary to deduct from any
payment to be made to Employee hereunder if such remittance has
not been made, any amount that federal, state, local, or foreign
tax law requires to be withheld with respect to the Restricted
Stock or lapse of restrictions thereon. If and to the extent
permitted by the Board or Committee at the time such tax
withholding may be required, Employee will be entitled to elect
to have the Company withhold from the number of Shares as to
which the risks of forfeiture are then to lapse, or to elect to
deliver to the Company from shares of the Company's common stock
owned separately by Employee, a number of whole shares up to but
not exceeding that number which has a Fair Market Value nearest
to but not exceeding the amount of federal, state and local taxes
required to be withheld as a result of the lapse of such risks of
forfeiture, to the extent, if any, permitted under rules and
regulations adopted by the Committee and in effect at the time of
the lapse of such risks of forfeiture. In such case, the Shares
withheld or the shares surrendered will be valued at the Fair
Market Value determined in accordance with procedures for valuing
shares as set forth in rules and regulations adopted by the
Committee and otherwise in effect at the time of lapse of such
risks of forfeiture.
5. Change of Control Provisions.
(a) Acceleration of Expiration of Restrictions. In the
event of a Change of Control at a time that Employee is employed
by the Company or any of its subsidiaries and after the date of
grant of the Restricted Stock, the Restrictions on the Restricted
Stock shall immediately lapse.
(b) Definitions of Certain Terms. For purposes of this
Agreement, the following definitions shall apply:
(1) "Beneficial Owner," "Beneficially Owns," and
"Beneficial Ownership" shall have the meanings ascribed to such
terms for purposes of Section 13(d) of the Exchange Act and the
rules thereunder, except that, for purposes of this Section 5,
"Beneficial Ownership" (and the related terms) shall include
Voting Securities that a Person has the right to acquire pursuant
to any agreement, or upon exercise of conversion rights,
warrants, options, or otherwise, regardless of whether any such
right is exercisable within 60 days of the date as of which
Beneficial Ownership is to be determined.
(2) "Change of Control" means and shall be deemed to
have occurred if
(i) any Person, other than the Company or a
Related Party, acquires directly or indirectly the Beneficial
Ownership of any Voting Security of the Company and immediately
after such acquisition such Person has, directly or indirectly,
the Beneficial Ownership of Voting Securities representing 20
percent or more of the total voting power of all the
then-outstanding Voting Securities; or
(ii) those individuals who as of the Date of
Grant constitute the Board or who thereafter are elected to the
Board and whose election, or nomination for election, to the
Board was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors as of
the Date of Grant or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority of the members of the Board; or
(iii) the shareholders of the Company approve a
merger, consolidation, recapitalization, or reorganization of the
Company, a reverse stock split of outstanding Voting Securities,
or an acquisition of securities or assets by the Company (a
"Transaction"), or consummation of such a Transaction if
shareholder approval is not obtained, other than a Transaction
which would result in the holders of Voting Securities having at
least 80 percent of the total voting power represented by the
Voting Securities outstanding immediately prior thereto
continuing to hold Voting Securities or voting securities of the
surviving entity having at least 60 percent of the total voting
power represented by the Voting Securities or the voting
securities of such surviving entity outstanding immediately after
such Transaction and in or as a result of which the voting rights
of each Voting Security relative to the voting rights of all
other Voting Securities are not altered; provided, however, a
Change of Control shall not be deemed to have occurred if the
Committee shall have determined, by action taken prior to the
approval of the Transaction by shareholders or consummation of
the Transaction if shareholder approval is not obtained, that
such Transaction shall not constitute a Change of Control for
purposes of this Agreement and all other Awards then outstanding
under the Plan, which determination, if made with respect to a
Transaction, shall not be deemed to constitute a determination
with respect to any subsequent Transaction; or
(iv) the shareholders of the Company approve a
plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially
all of the Company's assets other than any such transaction which
would result in Related Parties owning or acquiring more than 50
percent of the assets owned by the Company immediately prior to
the transaction.
(3) "Person" shall have the meaning ascribed for
purposes of Section 13(d) of the Exchange Act and the rules
thereunder.
(4) "Related Party" means (i) a majority-owned
subsidiary of the Company; or (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company
or any majority-owned subsidiary of the Company; or (iii) a
corporation owned directly or indirectly by the shareholders of
the Company in substantially the same proportion as their
ownership of Voting Securities; or (iv) if, prior to any
acquisition of a Voting Security which would result in any Person
Beneficially Owning more than ten percent of any outstanding
class of Voting Security and which would be required to be
reported on a Schedule 13D or an amendment thereto, the Board
approved the initial transaction giving rise to an increase in
Beneficial Ownership in excess of ten percent and any subsequent
transaction giving rise to any further increase in Beneficial
Ownership; provided, however, that such Person has not, prior to
obtaining Board approval of any such transaction, publicly
announced an intention to take actions which, if consummated or
successful (at a time such Person has not been deemed a "Related
Party"), would constitute a Change of Control.
(5) "Voting Securities" means any securities of the
Company which carry the right to vote generally in the election
of directors.
6. Miscellaneous.
This Agreement shall be binding upon the heirs, executors,
administrators, and successors of the parties. This Agreement
constitutes the entire agreement between the parties with respect
to the Restricted Stock granted hereby, and supersedes any prior
agreements or documents with respect to such Restricted Stock.
No amendment, alteration, suspension, discontinuation, or
termination of this Agreement which may impose any additional
obligation upon the Company or materially and adversely affect
the rights of Employee with respect to the Restricted Stock shall
be valid unless in each instance such amendment, alteration,
suspension, discontinuation, or termination is expressed in a
written instrument duly executed in the name and on behalf of the
Company and by Employee.
CHARMING SHOPPES, INC.
BY:______________________________________
(Authorized Officer)
EMPLOYEE:
______________________________________
Attachments: 1993 Employees' Stock Incentive Plan
Form of Stock Power
STOCK POWER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto Charming Shoppes, Inc. shares of Common
Stock, $0.10 par value per share, of Charming Shoppes, Inc., a
Pennsylvania corporation (the "Corporation"), registered in the
name of the undersigned on the books and records of the
Corporation, and does hereby irrevocably constitute and appoint
▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and each of them,
attorneys, to transfer the Common Stock on the books of the
Corporation, with full power of substitution in the premises.
_________________________________________
Date:_______________________________