THE TALBOTS, INC. RESTRICTED STOCK AGREEMENT
Exhibit
10.2
THE
TALBOTS, INC.
2003
EXECUTIVE STOCK BASED INCENTIVE PLAN
November
20, 2007
The
Talbots, Inc.
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
Xxxxxxxxxxxxx 00000
The
undersigned acknowledges receipt from The Talbots, Inc. (together with its
subsidiaries, the “Company” or “Talbots”) of (i) this Restricted Stock Agreement
providing the terms and conditions of a grant of restricted stock made on
November 20, 2007 under the 2003 Executive Stock Based Incentive Plan, as
amended and restated (the “Plan”), and (ii) a copy of the Plan.
The
restricted stock grant (the “Award”) is for 53,476 shares of Common Stock of the
Company, $.01 par value (the “Restricted Stock”).
The
amount of $534.76 in full payment of the purchase price for each share of
Restricted Stock (being $.01 per share) has been paid by the Company on behalf
of the undersigned, as additional compensation to the undersigned.
In
consideration of the Company’s accepting this Agreement and delivering the
shares of Restricted Stock provided for herein, the undersigned hereby agrees
with the Company as follows:
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1.
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Restricted
Period.
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(a)
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No
Transfer of Shares. During the period of time that any
shares of Restricted Stock are unvested as set forth in paragraphs
1(b)
below (the “Restricted Period”), such unvested shares shall not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed
of,
except by will or the laws of descent and distribution or as provided
in
this Agreement.
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(b)
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Vesting
Period. Except as otherwise provided below, the Restricted
Stock subject to this Award shall vest as follows: (i) fifty percent
(50%)
on October 4, 2008 and (ii) fifty percent (50%) on October 4,
2009.
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2. The
Company will have the option to repurchase the Restricted Stock that has not
yet
vested at a price of $.01 per share, which price may be amended from time to
time by the Compensation Committee of the Company (the “Committee”) at its
discretion. Such option will be exercisable with respect to such
unvested shares of Restricted Stock (i) if the undersigned’s continuous
employment for the Company or an Affiliate (as such term is defined below)
shall
terminate for any reason, except solely by reason of a period of Related
Employment (as such term is defined in the Plan), or except as otherwise
provided in paragraphs 3(a), 3(b) and 3(c) hereof, prior to the expiration
of
the Restricted Period with respect to such unvested shares of Restricted Stock,
and (ii) if, on or prior to the expiration of the Restricted Period with respect
to such unvested shares of Restricted Stock or the earlier lapse of this
repurchase option with respect to such unvested shares of Restricted Stock,
the
undersigned has not paid to the Company an amount equal to any federal, state,
local or foreign income or other taxes which the Company determines is required
to be withheld in respect of such shares. At your election, the
Committee hereby authorizes you to satisfy any such withholding tax obligation
in whole or in part by the Company withholding, or your transferring to the
Company, shares of Common Stock of the Company in satisfaction of any such
obligations, determined using the fair market value of such shares at the time
of such vesting. Any such shares of Common Stock delivered to the
Company in satisfaction of all or any portion of such withholding taxes shall
be
appropriately endorsed for transfer and assignment to the Company. In
all events, no share shall be issued until full payment therefor has been
delivered to and received by the Company. Pursuant to the foregoing,
and consistent with SEC Rule 10b5-1, the Company is hereby instructed to
withhold as of each vesting date of the Restricted Stock a sufficient number
of
shares of Restricted Stock so vesting to satisfy all federal, state, local
and
foreign income, employment and other taxes which the Company determines is
required to be withheld in respect of such Restricted Stock then vesting,
determined based on the fair market value (as determined under the Plan) as
of
such vesting date.
Any
attempt by the undersigned to dispose of any unvested Restricted Stock in
contravention of the foregoing repurchase option of the Company shall be null
and void and without effect. If the Company’s repurchase option is
not exercised by the Company with respect to any unvested shares of Restricted
Stock within 120 days after the later of (i) the date the undersigned is finally
removed from the payroll of the Company or its Affiliates or (ii) any later
effective date of employment termination (in each case, including any period
of
challenge or appeal by the undersigned), such repurchase option shall terminate
and be of no further force and effect.
For
purposes of this Agreement, “Affiliates” means all direct or indirect
subsidiaries of the Company, including without limitation The J. Xxxx Group,
Inc., as well as any other entity which is now or may later be directly or
indirectly controlled by the Company.
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3.
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Death
or Disability; Termination without Cause or for Good Reason; Change
in
Control.
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(a)
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If
the undersigned has been in continuous employment for the Company
or an
Affiliate since the date on which the Award was granted, and while
in such
employment, the undersigned dies, or his employment is terminated
by
reason of disability (as such term is defined in Paragraph 12 of
the
Plan), and any such event shall occur prior to the end of the Restricted
Period with respect to any unvested Restricted Stock, the Committee
shall
immediately cancel the repurchase option described in paragraph 2
hereof
and any and all other restrictions on the unvested Restricted Stock
subject to the Award; and such shares shall no longer be subject
to the
restrictions under paragraph 2 hereof and shall be deemed
vested.
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2
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(b)
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In
the event that the undersigned’s employment is terminated without Cause
(as defined below) by the Company or by an Affiliate, or in the event
that
the undersigned terminates his employment with the Company or an
Affiliate
for Good Reason (as defined below), in each case prior to the end
of the
Restricted Period, with respect to any unvested Restricted Stock,
then (i)
the Restricted Period shall be deemed to have expired on such date
with
respect to such unvested Restricted Stock, (ii) the Company agrees
not to
exercise any repurchase option described in paragraph 2 with respect
to
such unvested Restricted Stock and (iii) such shares shall therefore
no
longer be subject to the restrictions under paragraph 2 hereof and
shall
be deemed vested.
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(c)
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If
a Change in Control Event (as such term is defined in the Plan) occurs
prior to the end of the Restricted Period, with respect to any unvested
Restricted Stock, then (i) the Restricted Period shall be deemed
to have
expired on such date with respect to such unvested Restricted Stock,
(ii)
the Company agrees not to exercise any repurchase option described
in
paragraph 2 with respect to such unvested Restricted Stock and (iii)
such
shares shall therefore no longer be subject to the restrictions under
paragraph 2 hereof and shall be deemed
vested.
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(d)
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For
purposes of clarity, in the event that (i) the undersigned’s employment is
terminated for Cause by the Company or by an Affiliate or (ii) the
undersigned terminates his employment with the Company or an Affiliate
without Good Reason, in each case prior to the end of the Restricted
Period, then with respect to any then unvested Restricted Stock,
the
Company shall have the repurchase option described in paragraph 2
above.
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“Termination
without Cause,” “termination for Good Reason,” “termination for Cause” and
“termination without Good Reason” shall have the meanings set forth in the
amended Employment Agreement between you and the Company dated November 20,
2007
(“Employment Agreement”).
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4.
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Issuance
and Repurchase of Restricted
Stock.
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Each
certificate for Restricted Stock issued pursuant to this Award shall be
deposited by the undersigned with the Company, together with a stock power
endorsed in blank, or shall be evidenced in such other manner permitted by
applicable law as determined by the Committee in its discretion. If
the Company chooses to exercise its option to repurchase unvested Restricted
Stock as described in paragraph 2 hereof, title to such shares shall be deemed
transferred to the Company without further action by the
undersigned. Contemporaneously with such transfer of title to such
shares, the Company shall pay to the undersigned, or in the event of his death,
his personal representative, as the case may be, the $0.01 per share purchase
price for such shares of repurchased Restricted Stock.
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5. Certificates.
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(a)
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The
undersigned acknowledges that all certificates evidencing shares
of
Restricted Stock of the Company issued pursuant to this Award and
this
Agreement shall bear a restrictive legend as
follows:
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“THE
SHARES EVIDENCED BY THIS CERTIFICATE ARE PARTLY PAID AND ARE SUBJECT TO (i)
RESTRICTIONS ON TRANSFER AND (ii) A REPURCHASE OPTION OF THE TALBOTS,
INC. UNDER CERTAIN CIRCUMSTANCES, PURSUANT TO THE PROVISIONS OF THE
TALBOTS, INC. 2003 EXECUTIVE STOCK BASED INCENTIVE PLAN, AS AMENDED AND
RESTATED, AND A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 20, 2007 BY
AND
BETWEEN XXXXXX X. XXXXXXXXX AND THE TALBOTS, INC. THE PLAN
AND THE AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF
THE
TALBOTS, INC.”
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(b)
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The
undersigned acknowledges that the certificate evidencing the shares
of
Restricted Stock delivered pursuant to this Agreement may be issued
in
several denominations. The date appearing immediately below the
legend on each stock certificate will be the date on which shares
represented by such certificate are scheduled to become free of the
restrictions as set forth in paragraph 1(b) above, subject to all
of the
other terms and conditions of this
Agreement.
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6. Restriction.
The
undersigned understands that the Company has filed with the Securities and
Exchange Commission a Form S-8 registration statement under the Securities
Act
of 1933 with respect to the Plan and the shares covered by this
Agreement. The undersigned understands that once shares have become
free of restrictions, new certificates will be issued by the Company’s transfer
agent not containing the legend provided for in paragraph 5 hereof, and that
the
undersigned will be free to sell the shares of Common Stock evidenced by such
certificates not bearing such legend, subject to applicable requirements of
federal and state securities laws and the requirements of this
Agreement. The undersigned agrees that any such sales will be
effected by means of a broker’s transaction using the facilities of the stock
exchange where the Common Stock is then listed. The Company will
endeavor to keep such registration statement effective to permit such sale,
but
in the event the Company notifies the undersigned that such registration
statement is not then effective, the undersigned agrees to refrain from sales
of
shares of Common Stock until such time as the Company advises him that such
registration statement has become effective.
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7. Rights
with Respect to Shares.
The
undersigned shall have, after issuance of a certificate for the number of shares
of Restricted Stock awarded and prior to the expiration of any Restricted Period
(or the earlier repurchase of unvested shares of Restricted Stock by the
Company), the right to vote the same and to receive dividends or other
distributions made or paid with respect to such Restricted Stock, subject,
however, to the options, restrictions and limitations imposed thereon pursuant
to this Agreement and the Plan.
8. Subject
to Terms of the Plan.
This
Agreement shall be subject in all respects to the terms and conditions of the
Plan and in the event of any question or controversy relating to the terms
of
the Plan, the decision of the Committee shall be final and conclusive, except
as
expressly set forth in this Agreement or as expressly set forth in the
Employment Agreement.
9. Trading
Black Out Periods.
By
entering into this Agreement the undersigned expressly agrees that: (i) during
all periods of employment of the undersigned with the Company or its Affiliates,
or while the undersigned is otherwise maintained on the payroll of the Company
or its Affiliates, the undersigned shall abide by all trading “black out”
periods with respect to purchases or sales of the Company’s stock or exercises
of stock options for the Company’s stock established from time to time by the
Company (“Trading Black Out Periods”) and (ii) upon any cessation or termination
of employment with the Company or its Affiliates for any reason, the undersigned
agrees that for a period of six (6) months following the effective date of
any
termination of employment or, if later, for a period or six (6) months following
the date as of which the undersigned is no longer on the payroll of the Company
or its Affiliates, the undersigned shall continue to abide by all such Trading
Black Out Periods established from time to time by the Company; provided that
in
no event shall the undersigned be prohibited from making a purchase or sale
of
the Company’s stock or exercising stock options for the Company’s stock if such
sale, purchase or exercise is made pursuant to a written plan for trading
securities within the meaning of Rule 10b5-1 under the
Securities Exchange Act of 1934, as amended (a “10b5-1 Trading
Plan”), and such 10b5-1 Trading Plan is consistent with the Company’s xxxxxxx
xxxxxxx policy and has been approved by the Company.
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Executive:
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/s/ Xxxxxx X. Xxxxxxxxx | |
| XXXXXX X. XXXXXXXXX |
Agreed:
THE
TALBOTS, INC.
| By: | /s/ Xxxx Xxxxx | |
| Xxxx
Xxxxx III
Senior
Vice President,
Human
Resources
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