EXHIBIT 10.2
CHARMING SHOPPES, INC.
2003 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
Restricted Share Units Agreement
Agreement (the "Agreement"), dated as of __________, 200__ (the "Grant
Date") between Charming Shoppes, Inc. (the "Company") and _____________________
("Participant").
The Company hereby confirms the grant, under the Section 6(b) of its
2003 Non-Employee Directors Compensation Plan (the "Plan"), on the Grant Date,
of Restricted Share Units ("RSUs"). The RSUs are subject to the terms and
conditions of the Plan and the provisions of this Agreement, including the Terms
and Conditions of RSUs which are included as part of this Agreement.
Subject to the terms and conditions of the Plan and this Agreement,
each RSU represents the right to receive one Share of the Company's Common Stock
at the vesting date specified under the Plan or, if the Participant so elects by
completing the "Election Form -- For Deferral of Restricted Stock Units", at a
later deferred settlement date. RSUs are subject to a risk of forfeiture and
other conditions during the period from the Grant Date to the vesting date (the
"Restricted Period"; an elective deferral will not extend this risk of
forfeiture). RSUs will vest at the times and to the extent specified under
Section 6(b) of the Plan (the June 1 following the Grant Date being the stated
vesting date, with earlier vesting in specified cases).
By accepting this grant of RSUs, Participant agrees to the terms of
this Agreement and agrees to be bound by all the terms and provisions of the
Agreement and the Plan (as presently in effect or hereafter amended), and by all
decisions and determinations of the Board or the Administrator of the Plan.
Participant acknowledges and agrees that, until the end of the applicable
Restricted Period, RSUs will be forfeitable and nontransferable as provided in
Section 13(a) of the Plan, and that sales of shares after settlement will be
subject to any Company's policies regulating trading by directors and affiliates
as may then be in effect.
CHARMING SHOPPES, INC.
By: ________________________
PARTICIPANT
By:_________________________
[Name]
________________________________________________________________________________
THE DATE OF AWARD OF THIS RSU IS: _____, 200__
AWARD NUMBER: D-_____
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Term and Conditions
of RSUs
1. Incorporation of Plan by Reference.
The RSUs have been granted to Participant under the Plan, a copy of
which has been previously provided to Participant (a copy is available upon
request to the Company's Secretary). 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.
2. Participant's Account.
RSUs are bookkeeping units, and do not constitute ownership of Shares
or any other equity security. The Company shall maintain an Account for
Participant reflecting the number of RSUs then credited to Participant hereunder
as a result of this grant of RSUs and any crediting of additional RSUs to
Participant pursuant to payments equivalent to dividends paid on Shares under
Sections 6(c) and 9(a) of the Plan ("Dividend Equivalents").
3. Risk of Forfeiture; Non-Transferability; Xxxxxxx Xxxxxxx Policy
(a) Risk of Forfeiture. The risk of forfeiture of the RSUs is specified
in Section 6(b)(ii) of the Plan.
(b) Nontransferability. The RSUs are non-transferable and subject to
the other terms specified in Section 13(a) of the Plan.
(c) Xxxxxxx Xxxxxxx Policy. After settlement of RSUs and delivery of
Shares under Section 4, Participant will be subject to restrictions on selling
such Shares or otherwise disposing of them under the Company's policies
regulating trading by directors and affiliates, as such policies may then be in
effect. Such policies may restrict the times at which such Shares may be sold or
otherwise restrict such sales.
4. Settlement.
(a) Generally. RSUs granted hereunder, together with RSUs credited as a
result of Dividend Equivalents under Sections 6(c) and 9(a) of the Plan, shall
be settled by delivery of shares in accordance with the Plan. Settlement of each
RSU granted hereunder shall occur upon the vesting of such RSU under Section
6(b) of the Plan, except that settlement shall be deferred in accordance with
Section 6(e) of the Plan if Participant has filed a valid Election Form electing
to defer settlement of the RSUs, such election to be filed not later than the
last business day of the month following the Grant Date (but prior to the actual
vesting date in all cases). Any elective deferral shall be subject to Section
409A of the Internal Revenue Code, and the terms of the RSUs and deferral shall
conform to the requirements thereunder in all respects. If an election to defer
does not meet the requirements of Section 409A, it shall be ineffective
hereunder and shall be disregarded.
(b) Delivery of Shares. The Company may make delivery of Shares by
either delivering one or more certificates representing such Shares to the
Participant, registered in the name of the Participant (and any joint name, if
so directed by the Participant), or by depositing such Shares into an account
maintained for the Participant (or of which the Participant is a joint owner,
with the consent of the Participant) established in connection with the
Company's Employee Stock Purchase Plan or another Plan or arrangement providing
for investment in Common Stock and under which the Participant's rights are
similar in nature to those under a stock brokerage account. If the Company
determines to settle RSUs by making a deposit of Shares into such an account,
the Company may settle any fractional share of RSUs by means of such deposit. In
other circumstances or if so determined by the Company, the Company shall
instead pay cash in lieu of fractional shares, on such basis as the
Administrator may determine. In no event will the Company in fact issue
fractional shares.
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(c) Effect of Settlement. Upon settlement of the RSUs, all obligations
of the Company in respect of such RSUs shall be terminated.
5. Miscellaneous.
This Agreement shall be binding upon the heirs, executors,
administrators, and successors of the parties. This Agreement (including the
Plan and any Election Form) constitutes the entire agreement between the parties
with respect to the RSUs granted hereby, and supersedes any prior agreements or
documents with respect to such RSUs. 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 Participant with respect to the RSUs shall be binding upon the party
so affected unless such amendment, alteration, suspension, discontinuation, or
termination is expressed in a written instrument duly executed in the name and
on behalf of the party so affected.
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