urgi_ex10-3.htm


    Exhibit
      10.3


    
 

    


    FALL
      2007 INCENTIVE COMPENSATION AWARD AGREEMENT

    


     

    October
      31, 2007

     

    PERSONAL
      AND CONFIDENTIAL:

     

    [Name]

    c/o
      United Retail Group, Inc.

    365
      West Passaic Street

    Rochelle
      Park, New Jersey 07662

    


    Dear
      [Name]:

     

    We
      are pleased to inform you that, as a key associate of United Retail Group,
      Inc.
      or one of its subsidiaries, you have been granted an Incentive Compensation
      Award under the Company’s Fall 2007 Incentive Compensation Plan (the “Plan”) for
      the six-month selling season ending February 2, 2008 (the “Season”), subject to
      your acceptance of the award as provided in Section 1 below and the terms
      and conditions that follow in this letter agreement or are contained in the
      Plan.  A copy of the Plan is enclosed.  The terms and
      conditions of the award, including non-standard provisions permitted by the
      Plan, are set forth below and in the Plan, provided, however, that in the event
      of any inconsistency between the provisions of this letter agreement and the
      Plan, the provisions of this letter agreement shall
      prevail.  Capitalized terms used but not defined in this letter
      agreement shall have the meanings set forth in the Plan.

     

    1.           Acceptance
      of Award.  The award can be accepted by (a) signing your name in
      the space provided on the enclosed copy of this letter agreement, and (b)
      delivering one signed copy of this letter agreement to the Secretary of the
      Company, 365 West Passaic Street, Rochelle Park, New Jersey, 07662, before
      4:30
      p.m. Eastern time on the 30th day after the date set forth above.  If
      the Secretary does not receive properly executed documents before 4:30 p.m.
      Eastern time on the 30th day after the date set forth above, then, anything
      in
      this letter agreement to the contrary notwithstanding, the award will be void
      ab initio and of no effect.

     

    2.           Tender
      Offer.  Pursuant to a Merger Agreement, dated September 10, 2007,
      entered into between the Company, Redcats USA, Inc. (“Redcats”), and one of its
      wholly-owned subsidiaries (the “Merger Agreement”), Redcats purchased a majority
      of the shares of Company Common Stock.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        [Name]

        October
          31, 2007

        Page
          2

      

    


    3.           Award
      Formula.

     

    (a)         Your
      individual participation percentage is [__]%.  This percentage shall
      be multiplied by base salary paid to you during the Season and by the percentage
      payout based on operating income (as provided below) to determine the amount
      of
      your incentive compensation, which shall be paid in cash.

     

    (b)         There
      shall be a 100% incentive compensation payout if the Company’s consolidated
      operating income for the Season determined in accordance with generally accepted
      accounting principles plus any expenses (or minus any gains) based
      on:

     

    
      	
               

            	
              (i)

            	
              the
                market price of Company Common
                Stock,

            


    

     

    
      	
               

            	
              (ii)

            	
              extraordinary
                items or

            


    

     

    
      	
               

            	
              (iii)

            	
              transactions
                outside the ordinary course of business, such as the Tender
                Offer

            


    

     

    (or
      the portion of the consolidated total allocated to the business activity in
      which you are principally engaged) reaches the median performance level that
      has
      been set by the Company’s Board of Directors (the “Median Performance Level”)
      for the Company (or the business activity in which you are principally
      engaged).

     

    (c)         There
      shall be a 200% incentive compensation payout if such income reaches the maximum
      performance level that has been set by the Company’s Board of
      Directors  (the “Maximum Performance Level”).

     

    (d)         In
      the event such income is greater than the Median Performance Level and less
      than
      the Maximum Performance Level, the incentive compensation payout shall be
      determined by straight-line proration between those two amounts.

     

    (e)         In
      the event such income is equal to or greater than the minimum performance level
      that has been set by the Company’s Board of Directors (the “Minimum Performance
      Level”) but less than the Median Performance Level, the incentive compensation
      payout shall be determined by straight line proration between a 20% incentive
      compensation payout for the Minimum Performance Level and a 100% incentive
      compensation payout for the Median Performance Level.

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        [Name]

        October
          31, 2007

        Page
          3

      

    


    


     

    (f)          The
      incentive compensation payout percentage for the Season to be factored into
      the
      incentive compensation formula shall be determined by the Company’s Chief
      Financial Officer, whose good faith determination shall be final and binding
      on
      you and the Company.

     

    4.           Transfer
      of Employment; Leave of Absence.  A transfer of your employment
      from the Company to a subsidiary or vice versa, or from one subsidiary to
      another, without an intervening period, shall not be deemed a termination of
      employment. If you are granted an authorized leave of absence, you shall be
      deemed to have remained in the employ of the Company or a subsidiary during
      such
      leave of absence.

     

    5.           Employment.

     

    Nothing
      contained in this letter agreement shall confer any right to continue in the
      employ of the Company or a subsidiary or limit in any way the right of the
      Company or a subsidiary to change your compensation or other benefits or to
      terminate your employment with or without cause.  Employment
      is “at will.”

     

    6.           Recruiting
      Company Associates.

     

    For
      a period of five years after the date set forth above, you shall not, directly
      or indirectly, (a) induce or attempt to influence any employee of, or consultant
      under contract with, the Company to leave its employ; or (b) take an active
      part
      in aiding any competitor of the Company or any other person in any attempt
      to
      induce or influence any employee of, or consultant under contract with, the
      Company to leave its employ.

     

    7.           Confidential
      Information.

     

    You
      shall never use, disclose or divulge, furnish or make accessible to anyone,
      directly or indirectly, any (a) trade secrets, confidential or proprietary
      information, and any other non-public knowledge, information, documents or
      materials, owned, developed or possessed by the Company, whether in tangible
      or
      intangible form, and learned or obtained while in the employ of the Company,
      including, but not limited to, the Company's research and development
      operations, identities of employees, business relationships, products (including
      prices, costs, sales or content), processes, techniques, contracts, financial
      information or measures, business methods, future business plans, data bases,
      computer programs, designs, models and operating procedures, and (b) private
      information about any of the Company’s other employees learned or obtained while
      in the employ of the Company (collectively, "Information"), but excluding any
      Information that shall become generally known to the public or in the trade
      without violation of this Section 7, provided, however, that Information may
      be
      disclosed to the extent necessary in the performance of your corporate
      duties.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        [Name]

        October
          31, 2007

        Page
          4

      

    

    
 

    8.           Making
      Disparaging Statements.

     

    Neither
      you nor the Company shall ever make or authorize any public statement
      disparaging the other party, provided, however, that neither party shall be
      restricted in responding to any legal process.

     

    9.           Successors.

     

    This
      letter agreement is binding on your heirs and personal representatives and
      on
      the successors of the Company.

     

    10.           Counterparts.

     

    This
      letter agreement may be executed in duplicate counterparts, each of which shall
      be deemed to be an original.

     

    
      	 	 	
              Very
                truly yours,

               

              UNITED
                RETAIL GROUP, INC.

               

            
	 	 	
              By

            	 
	 	 	 	
              Chief
                Executive Officer

            
	 	
              I
                hereby agree to the terms and conditions set forth above, acknowledge
                that
                I have read the United Retail Group, Inc. 2007 Fall Incentive Compensation
                Plan and recognize that in the event of any inconsistency between
                the
                provisions of this letter agreement and the Plan, the provisions
                of this
                letter agreement shall prevail.

               

            	 	 
	 	 	 	 
	 	
              (please
                sign your name)

            	 	
              (date
                stamp of Company Secretary)