AMENDMENT 2007-1 CHARMING SHOPPES, INC. SUPPLEMENTAL BENEFIT TRUST AGREEMENT FOR THE CHARMING SHOPPES VARIABLE DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND THE CHARMING SHOPPES NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
EXHIBIT
10.2.32
AMENDMENT
2007-1
CHARMING
SHOPPES, INC.
FOR
THE CHARMING SHOPPES VARIABLE
DEFERRED
COMPENSATION PLAN FOR EXECUTIVES
AND
THE
CHARMING SHOPPES NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
AMENDMENT
2007-1, dated as of January 25, 2007, by Charming Shoppes, Inc. (the
“Company”).
The
Company entered into the Charming Shoppes, Inc. Supplemental Benefit Trust
Agreement dated as of January 1, 1998 (the “Trust Agreement”) with First Union
National Bank (now known as Wachovia) (the “Trustee”) for the purpose of
providing a funding source for the Charming Shoppes Variable Deferred
Compensation Plan for Executives and the Charming Shoppes Non-Employee Director
Compensation Plan (the “Plans”); and
Pursuant
to Section 12.1 of the Trust Agreement, the Company may, from time to time,
amend or modify the provisions of the Trust Agreement; and
The
Company desires to amend the Trust Agreement to change the definition of “Change
of Control” to be consistent with the terms of the Variable Deferred
Compensation Plan and the Charming Shoppes Non-Employee Director Compensation
Plan.
NOW,
THEREFORE, the Trust Agreement is amended as follows:
| 1. |
Section
16.3 is amended to read as follows:
|
16.3 “Change
of Control” means and shall be deemed to have occurred if:
(a) any
Person, other than the Company or a Related Party, acquires directly or
indirectly the Beneficial Ownership of any Voting Security 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
(b) those
individuals who as of the day after the Company’s annual shareholders meeting in
the calendar year prior to the determination 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 day
after
the Company’s annual shareholders meeting in the calendar year prior to the
determination 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
(c) consummation
of a merger, consolidation, recapitalization or reorganization of Charming
Shoppes, Inc., a reverse stock split of outstanding Voting Securities, or an
acquisition of securities or assets by the Company (a “Transaction”) 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;
or
(d) the
complete liquidation of the Company or 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.
IN
WITNESS WHEREOF, and as evidence of the adoption of the amendment set forth
herein, this instrument has been executed by the duly authorized officer of
the
Company as of this ________ day of ____________________, 2007.
CHARMING
SHOPPES,
INC.
By:
______________________
Xxxx
X.
Xxxxxxx
Executive
Vice
President
Accepted:
By:
________________________
Wachovia,
as Trustee
