EXHIBIT 10.1
CHARMING SHOPPES, INC.
2003 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
STOCK OPTION AGREEMENT
Agreement dated as of _____________ between CHARMING SHOPPES, INC. (the
"Company") and ________________ ("Participant").
It is agreed as follows:
1. Grant of Option; Consideration.
The Company hereby confirms the grant, under and pursuant to the 2003
Non-Employee Directors Compensation Plan (the "Plan"), to Participant on
____________ (the "Date of Grant") of a nonqualified stock option to purchase up
to _______ shares of the Company's common stock, par value $.10 per share (the
"Shares"), at an exercise price of ______ per share, subject to the terms and
conditions set forth herein and in the Plan (the "Option"). The Option granted
hereunder is not intended to constitute an incentive stock option within the
meaning of Section 422 of the Code. Participant shall be required to pay no
consideration for the grant of the Option, but Participant's performance of
services to the Company as a director and his or her agreement to abide by the
terms set forth in the Plan and this Stock Option Agreement (the "Agreement"),
shall be deemed to be consideration for this grant of the Option.
2. Incorporation of Plan By Reference.
The Option has been granted to Participant under the Plan, a copy of
which previously has been furnished to Participant. 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. Participant hereby accepts the
grant of the Option, acknowledges receipt of the copy of the Plan, and agrees to
be bound by all the terms and provisions thereof and hereof (as presently in
effect or hereafter amended) and by all decisions and determinations of the
Board or Administrator under the Plan.
3. Option Terms.
(a) The Option, to the extent not previously forfeited, shall expire at
the earlier of (i) ten years after the date of grant, or (ii) one year after
Participant ceases to serve as a director of the Company for any reason except
that, in the case of a termination due to Mandatory Retirement, any portion of
the Option that vests and becomes exercisable at a date following the Mandatory
Retirement, as provided in Section 3(b), shall expire one year after the date
such portion vests and becomes exercisable. (Note: Portions of any Option that
were vested and exercisable at the date of Mandatory Retirement will expire one
year after such Mandatory Retirement, but in no event later than ten years after
the date of grant).
________________________________________________________________________________
THE DATE OF GRANT OF THIS OPTION IS: ______________
GRANT NUMBER: __________
(b) This Option may be exercised only if and to the extent that it has
become exercisable as specified in the Plan and this Agreement. The Option, if
not previously forfeited, shall vest and become exercisable in full at the close
of business on the June 1 following the Date of Grant; provided, however, that,
if the Option has not previously vested or been forfeited, it shall vest and
become exercisable in full upon a Change in Control, upon Participant's death,
or upon the termination of Participant's service as a director due to
Disability; and provided further, that if such Option has not previously vested
or been forfeited, it shall vest and become exercisable as to the "Pro Rata
Shares," as defined in Section 7(a)(ii)(B) of the Plan, upon a termination of
Participant's service as a director due to a voluntary termination of service
(i.e. excluding termination due to Disability or Mandatory Retirement. If the
Option has not vested and becomes exercisable at the date of Participant's
Mandatory Retirement, it shall remain outstanding and vest and become
exercisable at the time specified in the second sentence of this Section 3(b),
provided that such Option shall vest and become exercisable in full upon a
Change in Control or the death of Participant, and the Option shall expire at
the end of the one-year period following the date it becomes vested and
exercisable as provided in Section 3(a) and this Section 3(b). Except in the
case of a Mandatory Retirement or as otherwise determined by the Board, any
portion of the Option that has not vested and become exercisable at the time of
termination of Participant's service as a director as provided herein will cease
to vest and will be forfeited upon such termination.
(c) The number of Shares with respect to which the Option may be
exercised shall be cumulative so that if, in any of the aforementioned periods,
the full number of Shares shall not have been purchased, any such unpurchased
Shares shall continue to be included in the number of Shares with respect to
which this Option shall then be exercisable along with any other Shares as to
which this Option may become exercisable in accordance with its terms.
4. Method of Exercise.
(a) The Option may be exercised as to any part of the Shares which may
then be purchased by delivery to and receipt by the Secretary of the Company at
000 Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000, of a written notice, signed by
Participant, specifying the number of Shares which Participant wishes to
purchase, accompanied by payment in full of the exercise price therefor in
accordance with Section 7(d) of the Plan. As soon as practicable after the
receipt of such notice and payment, the Company shall deliver to Participant a
stock certificate for the Shares so purchased, with any requisite legend
affixed. Subject to the provisions of the Plan, such exercise may include
instructions to the Company to deliver Shares due upon exercise of the Option to
any registered broker or dealer that will comply with objective exercise
procedures designated by the Administrator (a "Designated Broker") in lieu of
delivery to Participant. Such instructions must designate the account into which
the Shares are to be deposited. Participant may tender the notice of exercise,
which has been properly executed by Participant, and the aforementioned delivery
instructions to any Designated Broker together with irrevocable instructions to
the Designated Broker to promptly deliver to the Company the cash amount
sufficient to pay the exercise price, and upon receipt of such payments, the
Company will issue Shares and deliver them to such Designated Broker.
(b) Subject to Section 7(d) of the Plan, the exercise price of the
Option shall be payable in cash or by certified or bank cashier's check,
provided, however, that, in lieu of payment in full in cash or by such check,
the exercise price may, if and to the extent then permitted by the
Administrator, upon written request of Participant, be paid in full or in part
by delivery and transfer to the Company of that number of shares of the
Company's common stock otherwise owned by Participant with an aggregate fair
market value (determined in accordance with procedures for valuing shares as set
forth in rules and regulations
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adopted by the Administrator and in effect at the time Participant's notice of
exercise is received by the Company) equal to the aggregate exercise price of
that number of Shares for which the Option is being exercised or such lesser
portion of the aggregate purchase price as may be specified by Participant (in
which case the balance must be paid in cash or by certified or bank cashier's
check).
5. Limits on Transfer of Option; Beneficiaries.
As provided in and subject to Section 13(a) of the Plan, no right or
interest of Participant in the Option shall be pledged, encumbered or
hypothecated to or in favor of any third party or shall be subject to any lien,
obligation, or liability of Participant to any third party, and the Option shall
not be transferable to any third party by Participant otherwise than by will or
the laws of descent and distribution, and this Option shall be exercisable,
during the lifetime of Participant, only by Participant; provided, however, that
Participant will be entitled to designate a beneficiary or beneficiaries to
exercise his rights under this Option upon the death of Participant in the
manner and to the extent permitted by the Administrator under the Plan.
6. Miscellaneous.
(a) 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 Option, and supersedes
any prior agreements or documents with respect to the Option. No amendment,
alteration, suspension, discontinuation, or termination of this Agreement which
may impose any additional obligation upon the Company shall be valid unless in a
writing executed in the name and on behalf of the Company, and no such
amendment, alteration, suspension, discontinuation, or termination of this
Agreement which materially and adversely affects the rights of Participant with
respect to the Option shall be valid unless in a writing executed by
Participant.
(b) Participant will be subject to restrictions on selling Shares
acquired upon exercise of the Option or otherwise disposing of such Shares under
the Company's policies regulating trading by directors and affiliates, as such
policies may be in effect from time to time. Such policies may restricted the
times at which such Shares may be sold or otherwise restrict such sales.
CHARMING SHOPPES, INC.
BY:_____________________________________
(Authorized Officer)
PARTICIPANT:
________________________________________
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