**EXHIBIT 10.2****THE BON-TON STORES, INC.****RESTRICTED STOCK AGREEMENT**     This is a Restricted Stock Agreement dated as of July 19, 2007 (“Agreement”), between TheBon-Ton Stores, Inc. (the “Company”) and the undersigned (“Grantee”). This Agreement is enteredinto pursuant to the provisions of the Plan (as defined below) and in connection with a certainemployment agreement entered into by and between the Grantee and the Company on August 24, 2004,and as such has been amended from time to time (including the Third Amendment to EmploymentAgreement, entered into in July, 2007) (the employment agreement, including all amendments theretobeing referred to herein as the “Employment Agreement”). This Agreement is intended to beconsistent with the Employment Agreement and specifically those provisions of the EmploymentAgreement regarding the grant of a “Time-Based Restricted Share Grant” to be made as soon aspracticable after the effective date of the Third Amendment to the Employment Agreement, and shallbe so interpreted. To the extent any provision hereof is inconsistent with the provisions of theEmployment Agreement, the provisions of the Employment Agreement shall be given effect. To theextent the definition of any terms defined in the Employment Agreement is modified from time totime by amendments made to the Employment Agreement, the definition as in effect at the relevanttime shall apply for purposes of this Agreement.     Definitions. As used herein:          “Date of Grant” means July 19, 2007, the date on which the Company awarded theRestricted Stock.          “Forfeiture Date” means any date as of which Grantee’s rights to all or any portion ofthe Restricted Stock are forfeited pursuant to applicable provisions of this Agreement.          “Plan” means The Bon-Ton Stores, Inc. Amended and Restated 2000 Stock Incentive andPerformance-Based Award Plan.          “Restricted Period” with respect to any shares of Restricted Stock means the periodbeginning on the Date of Grant and ending on the Vesting Date applicable to such shares.          “Vesting Date” with respect to any shares of Restricted stock means the date set as avesting date pursuant to Paragraph 2 hereof, or such earlier vesting date as is otherwise providedherein.All other capitalized terms used herein shall have the meaning set forth in the EmploymentAgreement or in the Plan, as applicable. In the event of any inconsistency in the definitioncontained in the Employment Agreement and that contained in the Plan, the definition in theEmployment Agreement shall control.     Grant of Restricted Stock. Subject to the terms and conditions set forth herein andin the Plan, the Company grants to Grantee 41,297 shares of the Company’s Common Stock, par value
 

 
$.01 (the “Restricted Stock”). Except as otherwise provided herein, the Restricted Stockshall vest on the Vesting Dates as set forth in the following schedule provided that, on suchapplicable Vesting Date, Grantee is, and has continuously been, an employee of the Company or anAffiliate of the Company during such shares’ Restricted Period:          Fifteen percent (15%) of the Restricted Stock vests on February 2, 2008;          An additional thirty-five percent (35%) of the Restricted Stock vests on January 31, 2009; and          The remainder of the Restricted Stock vests on February 5, 2010.In lieu of vesting of the Restricted Stock on the Vesting Dates noted above, the Restricted Stockshall become fully vested: (i) if Grantee’s employment is terminated by the Company without Cause(as that term is defined in the Employment Agreement) or if the Grantee resigns from his employmentwith the Company or an Affiliate of the Company for Good Reason (as that term is defined in theEmployment Agreement), provided Grantee executes a general release as required under applicableprovisions of the Employment Agreement; or (ii) in accordance with Paragraph 8 below in the eventof a Change of Control of the Company.     Restrictions on Restricted Stock. Subject to the terms and conditions set forthherein and in the Plan, Grantee shall not be permitted to sell, transfer, pledge or assign anyRestricted Stock during such shares’ Restricted Period.     Lapse of Restrictions. Subject to the terms and conditions set forth herein and inthe Plan, the restrictions on Restricted Stock set forth in Paragraph 3 shall lapse on the datesuch shares become vested.     Forfeiture of Restricted Stock. Subject to the terms and conditions set forth hereinand in the Plan, if Grantee’s employment with the Company or an Affiliate of the Company terminatesduring the Restricted Period for any reason, such date shall be the Forfeiture Date, and Granteeshall forfeit any Restricted Stock still subject to restrictions as of the Forfeiture Date;provided, however, that any shares required to be vested pursuant to the Employment Agreement byreason of the Grantee’s termination of employment (i.e., discharge by the Company without Cause orresignation for Good Reason, provided Grantee executes a general release as required underapplicable provisions of the Employment Agreement), shall be treated as vested as of suchtermination of employment and no Forfeiture Date shall be applicable to Grantee’s Restricted Stockunder such circumstances. Upon a forfeiture of any shares of Restricted Stock as provided in thisParagraph 5, the shares of Restricted Stock so forfeited shall be reacquired by the Company withoutconsideration as of the Forfeiture Date.     Rights of Grantee. Except for the restrictions set forth in Paragraph 3 and theprovisions respecting dividends on Restricted Stock set forth in Paragraph 7, during the RestrictedPeriod Grantee shall have all of the rights of a shareholder with respect to the Restricted Stock,including the right to vote the Restricted Stock to the same extent that such shares could be votedif they were not subject to the restrictions set forth in this Agreement.
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     Dividends on Restricted Stock. Any cash dividends payable with respect to theRestricted Stock during the Restricted Period shall be paid to Grantee. Any extraordinarydividends or dividends that are in the nature of a distribution of shares or are otherwiseequivalent to a stock split, shall be subject to the same restrictions as apply to the RestrictedStock with respect to which such extraordinary dividends or shares were issued and shall beforfeited in accordance with Paragraph 5 unless the restrictions lapse in accordance with Paragraph 4.     Change of Control of Company. In the event of a Change of Control (as defined, fromtime to time, in the Employment Agreement), the Restricted Stock shall immediately become fullyvested.     Notices. Any notice to be given to the Company shall be addressed to the Controllerof the Company at its principal executive office, and any notice to be given to the Grantee shallbe addressed to the Grantee at the address then appearing on the personnel records of the Companyor the Affiliate of the Company by which he or she is employed, or at such other address as eitherparty hereafter may designate in writing to the other. Any such notice shall be deemed to havebeen duly given when personally delivered, by courier service such as Federal Express, or by othermessenger, or when deposited in the United States mail, addressed as aforesaid, registered orcertified mail, and with proper postage and registration or certification fees prepaid.     Securities Laws. The Committee may from time to time impose any conditions on theRestricted Stock as it deems necessary or advisable to ensure that all rights granted under thePlan satisfy the conditions of Rule 16b-3 promulgated pursuant to the Securities Exchange Act of1934, as amended.     Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (orGrantee’s personal representative, heir or legatee in the event of Grantee’s death) that therestrictions on an installment of Restricted Stock have lapsed, and shall, without payment fromGrantee for such Restricted Stock, upon such Grantee’s request deliver a certificate for suchRestricted Stock without any legend or restrictions, except for such restrictions as may be imposedby the Committee, in its sole judgment, under Paragraph 10, provided that no certificates forshares will be delivered to Grantee (or to his or her personal representative, heir or legatee)until appropriate arrangements have been made with the Company for the withholding of any taxeswhich may be due with respect to such shares. The Company may condition delivery of certificatesfor shares upon the prior receipt from Grantee of any undertakings which it may determine arerequired to assure that the certificates are being issued in compliance with federal and statesecurities laws. The right to payment of any fractional shares shall be satisfied in cash,measured by the product of the fractional amount times the Fair Market Value of a share on theVesting Date.     Status of Restricted Stock. The Restricted Stock is intended to constitute propertythat is subject to a substantial risk of forfeiture during the Restricted Period, and subject tofederal income tax in accordance with section 83 of the Internal Revenue Code of 1986, as amended(the “Code”). Section 83 generally provides that Grantee will recognize compensation income withrespect to each installment of the Restricted Stock on such installment’s Vesting Date in an amountequal to the then fair market value of the shares for which restrictions have lapsed.
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Alternatively, Grantee may elect, pursuant to Section 83(b) of the Code, to recognizecompensation income for all or any part of the Restricted Stock at the Date of Grant in an amountequal to the fair market value of the Restricted Stock subject to the election on the Date ofGrant. Such election must be made within 30 days of the Date of Grant and Grantee shallimmediately notify the Company if such an election is made. Grantee should consult his or her taxadvisors to determine whether a Section 83(b) election is appropriate.     Administration. This Award has been granted pursuant to and is subject to the termsand provisions of the Plan. All questions of interpretation and application of the Plan and thisAward shall be determined by the Committee. The Committee’s determination shall be final, bindingand conclusive.     Award Not to Affect Employment. Nothing herein contained shall affect the right ofthe Company or an Affiliate to terminate Grantee’s employment, services, responsibilities, duties,or authority to represent the Company or an Affiliate at any time for any reason whatsoever.     Withholding of Taxes. Whenever the Company proposes or is required to deliver ortransfer shares in connection with this Award, the Company shall have the right to (a) require theGrantee to remit to the Company an amount sufficient to satisfy any federal, state and/or localwithholding tax requirements prior to the delivery or transfer of any certificate or certificatesfor such shares or (b) take whatever action it deems necessary to protect its interest with respectto tax liabilities. In addition, Grantee shall have the right to have such withholding taxrequirements satisfied, either in whole or in part, by means of a relinquishment back to, theCompany of a number of shares as to which Grantee’s interest is fully vested having a Fair MarketValue equal to the amount of such withholding tax requirements as Grantee indicates he wants tomeet by such means.     Governing Law. The validity, performance, construction and effect of this Agreementshall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect toprinciples of conflicts of law.     Entire Agreement. This Agreement is intended by the parties as a final expression oftheir agreement and intended to be a complete and exclusive statement of the agreement andunderstanding of the parties hereto in respect of the subject matter herein. This Agreementsupersedes all prior agreements and understandings between the parties with respect to such subjectmatter, except that the Employment Agreement shall control in the event of any inconsistenciesbetween this Agreement and the Employment Agreement.
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     IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreementas of the day and year first above written.      THE BON-TON STORES, INC.    By:  /s/ Tim Grumbacher    Tim Grumbacher, Chairman            /s/ Byron Bergren    Byron Bergren      
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