urgi_ex10-2.htm


    Exhibit
      10.2


      


      


      UNITED
        RETAIL GROUP, INC.

      FALL
        2007 INCENTIVE COMPENSATION PLAN

      


      Section
        1.       Purpose.

       

      The
        purpose of this Fall 2007 Incentive Compensation Plan is to provide incentives
        to key associates of the Company to stimulate their efforts toward the continued
        success of the Company and its Subsidiaries and to manage the business in
        a
        manner that will provide for the long-term growth and profitability of the
        Company and its Subsidiaries.

       

      Section
        2.       Definitions.

       

      As
        used in this Plan, the following terms shall have the respective meanings
        specified below.

       

      (a)         "Award"
        means an award granted pursuant to Section 3.

       

      (b)         "Award
        Agreement" means a document described in Section 4 setting forth the
        terms and conditions applicable to the Award granted to the
        Participant.

       

      (c)         "Board"
        means the Board of Directors of the Company, as it may be comprised from
        time to
        time.

       

      (d)         "Company"
        means United Retail Group, Inc., a Delaware corporation, and any successor
        thereto.

       

      (e)         "Participant"
        means any person who has been granted an Award.

       

      (f)          "Plan"
        means this Fall 2007 Incentive Compensation Plan as adopted by the
        Company.

       

      (g)         "Subsidiary"
        means (i) any company or other entity in which the Company, directly or
        indirectly, controls 50% or more of the total combined voting power of such
        company or other entity and (ii) any company or other entity in which the
        Company has a significant equity interest and which the Compensation Committee
        of the Board has determined to be a Subsidiary for purposes of the
        Plan.

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        3.       Awards.

       

      (i)
        The Board shall determine the nature, length and starting date of the
        Performance Period for Awards, which may be a six-month merchandising season
        or
        any longer period, and shall determine the range of performance objectives
        to be
        used.  Awards may vary from Participant to Participant and between
        groups of Participants and shall be based upon revenues; revenue growth;
        earnings per share; operating income; operating income before extraordinary
        items and accruals for expenses arising from equity-based compensation awards
        or
        otherwise measured by the price of a share of Stock; net income; cash flow;
        gross profit return on investment; gross margin return on investment; gross
        margin; working capital; earnings before interest and tax; earnings before
        interest, tax, depreciation and amortization; return on equity; return on
        assets; return on capital; total shareholder return; or economic value added;
        or
        any combination thereof; whether applicable to the Company or any Subsidiary
        or
        business unit, or any combination thereof, as the Board may deem
        appropriate.  The Board shall determine for each Award subject to such
        Performance Period the range of dollar values to be received by the Participant
        at the end of the Performance Period if and to the extent that one of the
        relevant measures of performance for such Award is met.  The measures
        must include a minimum performance standard below which no payment will be
        made
        and a maximum performance level above which no increased payment will be
        made.  No Award having an aggregate potential payment in excess of
        $1,000,000 may be granted to any individual Participant in any fiscal
        year.

       

      (ii)   The
        Compensation Committee of the Board may reduce the performance measures
        applicable to Awards to take into account changes in law and accounting and
        tax
        rules and the inclusion or exclusion of the impact of unusual items, events
        or
        circumstances, provided that no such reduction shall be made which would
        result
        in (x) an increase in the compensation that would otherwise be payable pursuant
        to such Awards to any Participant whose compensation is subject to the
        limitation on deductibility under Code Section 162(m), or any successor
        provision, for the applicable year or (y) a decrease in the compensation
        that
        would otherwise be payable to any Participant pursuant to such
        Awards.

       

      (iii)   Unless
        otherwise provided in an Award Agreement, if hiring or Termination by reason
        of
        the Participant's death or Disability occurs during a Performance Period,
        such
        Participant shall be entitled to a prorated payment with respect to an
        outstanding Award at the end of the applicable Performance Period based on
        the
        portion of the Performance Period that followed hiring or preceded Termination,
        as the case may be.  Unless otherwise provided in an

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Award
        Agreement, if Termination occurs during a Performance Period other than by
        reason of the Participant's death or Disability, then such Participant shall
        not
        be entitled to any payment with respect to the Award relating to such
        Performance Period, provided, however, that in the event of such Termination,
        the Compensation Committee of the Board may provide for partial payment based
        on
        such factors or criteria as the Committee may determine.

       

      (iv)  The
        earned portion of an Award shall be paid promptly after the Performance Period
        in a lump sum of cash.

       

      Section
        4.       Award
        Agreements.

       

      Each
        Award under the Plan shall be evidenced by an Award Agreement.  Each
        Award Agreement shall set forth the terms and conditions applicable to the
        Award.

       

      Section
        5.       Amendment
        and Termination.

       

      (a)         The
        Board shall have the power to amend this Plan.

       

      (b)         The
        Board may suspend or terminate this Plan at any time.  No such
        suspension or termination shall affect Awards then in effect.

       

      Section
        6.       Administration.

       

      (a)          This
        Plan and all Awards shall be administered by the Compensation Committee of
        the
        Board.  The Committee shall have full and complete authority, in its
        sole and absolute discretion, (i) to exercise all of the powers granted to
        it under this Plan, (ii) to construe, interpret and implement this Plan and
        any related document, (iii) to prescribe, amend and rescind rules relating
        to this Plan, (iv) to make all determinations necessary or advisable in
        administering this Plan, and (v) to correct any defect, supply any omission
        and reconcile any inconsistency in this Plan.  The actions and
        determinations of the Committee on all matters relating to this Plan and
        any
        Awards will be final and conclusive.  The Committee's determinations
        under this Plan need not be uniform and may be made by it selectively among
        persons who receive, or who are eligible to receive, Awards under this Plan,
        whether or not such persons are similarly situated.

       

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b)         The
        Compensation Committee of the Board and others to whom the Committee has
        delegated such duties shall keep a record of all their proceedings and actions
        and shall maintain all such books of account, records and other data as shall
        be
        necessary for the proper administration of this Plan.

       

      (c)         The
        Company shall pay all reasonable expenses of administering this Plan, including
        but not limited to the payment of professional fees.

       

      (d)         The
        Compensation Committee of the Board may appoint such accountants, counsel,
        and
        other experts as it deems necessary or desirable in connection with the
        administration of this Plan.

       

      Section
        7.       Miscellaneous.

       

      (a)         Transferability.  Except
        as otherwise provided by the Compensation Committee of the Board, no Award
        shall
        be transferable or assignable except by will or by the laws of descent and
        distribution.

       

      (b)         Other
        Payments or Awards.  Nothing contained in this Plan shall be
        deemed in any way to limit or restrict the Company or a Subsidiary from making
        any award or payment to any person under any other plan, arrangement or
        understanding.

       

      (c)         Payments
        to Other Persons.  If payments are legally required to be made to
        any person other than the person to whom any amount is made available under
        this
        Plan, payments shall be made accordingly.  Any such payment shall be a
        complete discharge of the liability of the Company and its Subsidiaries
        hereunder.

       

      (d)         Unfunded
        Plan.  This Plan shall be unfunded.  No provision of
        this Plan or any Award Agreement shall require the Company or a Subsidiary,
        for
        the purpose of satisfying any obligations under this Plan, to purchase assets
        or
        place any assets in a trust or other entity to which contributions are made
        or
        otherwise to segregate any assets, nor shall the Company or a Subsidiary
        maintain separate bank accounts, books, records or other evidence of the
        existence of a segregated or separately maintained or administered fund for
        such
        purposes.  Participants shall have no rights under this Plan other
        than as unsecured general creditors of the Company.

       

      (e)         Limits
        of Liability.  Any liability of the Company or a Subsidiary to
        any Participant with respect to an Award shall be based solely upon contractual
        obligations created by this Plan and the Award Agreement applicable to such
        Award.  Neither the Company or its Subsidiaries, nor any member of the
        Board or of the Compensation Committee, nor any other person participating
        in
        any

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      determination
        of any question under this Plan, or in the interpretation, administration
        or
        application of this Plan, shall have any liability to any party for any action
        taken, or not taken, in good faith under this Plan.

       

      (f)          Withholding.  The
        Company shall deduct from all cash distributions under this Plan any taxes
        required to be withheld by federal, state or local governments.

       

      (g)         Invalidity.  If
        any term or provision contained herein or in any Award Agreement shall to
        any
        extent be invalid or unenforceable, such term or provision will be reformed
        so
        that it is valid or shall be considered void ab initio, and such
        invalidity or unenforceability shall not affect any other provision or part
        thereof.

       

      (h)         Applicable
        Law.  This Plan and the Award Agreements and all actions taken
        hereunder or thereunder shall be governed by, and construed in accordance
        with,
        the laws of the State of New Jersey without regard to the conflict of law
        principles thereof.