Exhibit 10.2


 


 





THE BON-TON STORES, INC.


 


RESTRICTED STOCK AGREEMENT


 


This Restricted Stock Agreement dated as of November 9, 2015 (“Agreement”),
is between The Bon-Ton Stores, Inc. (the “Company”) and Nancy A. Walsh (“Grantee”).


 


1.             Definitions. As used herein:


 


(a)          “Committee” means the Human Resources and Compensation Committee of the Board of Directors of the Company,
or such other committee as may be designated by the Board of Directors pursuant to the Plan, as hereinafter defined.


 


(b)         “Date of Grant” means November 9, 2015, the date on which the Company awarded the Restricted Stock (the
“Award”).


 


(c)          “Discharge
without Cause” means termination of Grantee’s employment by the Company except for any of the following: (i) a material
and serious breach or neglect of Grantee’s responsibilities; (ii) willful violation or disregard by Grantee of standards
of conduct established by law; (iii) willful violation or disregard by Grantee of standards of conduct established by Company
policy as may from time to time be communicated to Grantee; (iv) fraud, willful misconduct, misappropriation of funds or other
dishonesty committed by Grantee; or (v) Grantee’s conviction of a crime of moral turpitude.


 


(d)          “Forfeiture Date” means any date during the Restricted Period on which Grantee’s employment with
the Company or an Affiliate of the Company terminates for any reason other than (i)
death or disability, within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)
or (iii) Grantee’s Discharge without Cause. For purposes of this Agreement, “Affiliate” shall mean a corporation
that is a parent corporation or a subsidiary corporation with respect to the Company within the meaning of Section 424(e) or (f)
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(e)         “Plan”
means The Bon-Ton Stores, Inc. 2009 Omnibus Incentive Plan, as may be amended from time to time.


 


(f)          Restricted
Period” with respect to any shares of Restricted Stock (as hereinafter defined) means the period beginning on the Date of
Grant and ending on the Vesting Date for such shares.


 


(g)         "Vesting
Date” means the earlier of: (i) the date of Grantee’s termination of employment by reason of (A) death; (B) disability,
or (C) as provided herein with respect to Grantee’s Discharge without Cause, and (ii) the date or dates set as upon which
the Restricted Stock shall vest. In the event of Discharge without Cause, the Restricted Stock shall vest as follows: (i) if Discharge
without Cause occurs prior to the first anniversary of the Date of Grant, the Restricted Stock shall vest one-third on the first
anniversary of the Date of Grant, one-third on the second anniversary of the Date of Grant and the remainder on the third anniversary
of the Date of Grant; (ii) if Discharge without Cause occurs after the first anniversary of the Date of Grant and before the second
anniversary of the Date of Grant, the Restricted Stock shall vest two-thirds on the second anniversary of the Date of Grant and
the remainder on the third anniversary of the Date of Grant; and (iii) if Discharge without Cause occurs after the second anniversary
of the Date of Grant and before the third anniversary of the Date of Grant, the Restricted Stock shall vest on the third anniversary
of the Date of Grant.


 



     

     

    




All other capitalized terms used herein shall have the meaning set forth in the Plan
except to the extent the context clearly requires otherwise. This Agreement is intended to be consistent with the terms of the
Plan and is subject in all regards to the terms of the Plan. In any case where there is a conflict between the terms of this Agreement
and the terms of the Plan, the conflict shall be resolved in favor of the Plan.


 


2.              Grant
of Restricted Stock. Subject to the terms and conditions set forth herein and in the Plan, the Company grants to Grantee 175,000
shares of the Company’s Common Stock, par value $.01 (the “Restricted Stock”). All of the Restricted Stock shall
vest on November 9, 2018.


 


3.              Restrictions on Restricted Stock. Subject to the terms and conditions set forth herein and in the Plan, Grantee
shall not be permitted to sell, transfer, pledge or assign any Restricted Stock during such shares’ Restricted Period.


 


4.              Lapse of Restrictions. Subject to the terms and conditions set forth herein and in the Plan, the restrictions
on Restricted Stock set forth in Paragraph 3 shall lapse on such shares’ applicable Vesting Date; provided, however, that
on such Vesting Date Grantee is, and has continuously been, an employee of the Company or an Affiliate of the Company during such
shares’ Restricted Period or the other exceptions to forfeiture shall apply.


 


5.              Forfeiture of Restricted Stock. Subject to the terms and conditions set forth herein and in the Plan, if Grantee’s
employment with the Company or an Affiliate of the Company terminates during the Restricted Period for any reason other than (i)
death, (ii) disability or incapacity, (iii) Grantee’s resignation for good reason, or (iv) Grantee’s Discharge without
Cause, Grantee shall forfeit any Restricted Stock still subject to restrictions as of the Forfeiture Date. Upon a forfeiture of
any shares of Restricted Stock as provided in this Paragraph 5, the shares of Restricted Stock so forfeited shall be reacquired
by the Company without consideration.


 


6.              Rights of Grantee. Except for the restrictions set forth in Paragraph 3, during the Restricted Period 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 voted if they were not subject to the restrictions set forth in this Agreement.
Any cash dividends payable with respect to the Restricted Stock during the Restricted Period shall be paid to Grantee. Any extraordinary
dividends or dividends that are in the nature of a distribution of shares or are otherwise equivalent to a stock split, shall be
subject to the same restrictions as apply to the Restricted Stock with respect to which such extraordinary dividends or shares
were issued and shall be forfeited in accordance with Paragraph 5 unless the restrictions lapse in accordance with Paragraph 4.


 



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7.              Change of Control of the Company. In the event of a Change of Control, the Committee may take whatever action
with respect to the Restricted Stock it deems necessary or desirable, including, without limitation, removing any restrictions
or imposing any additional restrictions on such Restricted Stock.


 


8.              Notices. Any notice to be given to the Company shall be addressed to the General Counsel of the Company at
its principal executive office, and any notice to be given to Grantee shall be addressed to Grantee at the address then appearing
on the personnel records of the Company or the Affiliate of the Company by which he or she is employed, or at such other address
as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when personally
delivered, sent by recognized courier service, or by other messenger, or when deposited in the United States mail, addressed as
aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.


 


9.              Securities Laws. The Committee may from time to time impose any conditions on the Restricted Stock as it deems
necessary or advisable to ensure that all rights granted under the Plan satisfy the conditions of Rule 16b-3 promulgated pursuant
to the Securities Exchange Act of 1934, as amended.


 


10.            Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or Grantee’s personal representative,
heir or legatee in the event of Grantee’s Death) that the restrictions on the Restricted Stock have lapsed, and shall, without
payment from Grantee for such Restricted Stock, upon such Grantee’s request deliver a certificate for such Restricted Stock
without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under
Paragraph 9, provided that no certificates for shares 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 taxes which may be due with
respect to such shares. The Company may condition delivery of certificates for shares upon the prior receipt from Grantee of any
undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and
state securities 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 the Vesting Date.


 


11.            Status of Restricted Stock. The Restricted Stock is intended to constitute property that is subject to a substantial
risk of forfeiture during the Restricted Period, and subject to federal income tax in accordance with section 83 of the Code. Section
83 generally provides that Grantee will recognize compensation income with respect to the Restricted Stock on such Restricted Stock’s
Vesting Date in an amount equal to the then fair market value of the shares for which restrictions have lapsed. Alternatively,
Grantee may elect, pursuant to Section 83(b) of the Code, to recognize compensation income for all or any part of the Restricted
Stock at the Date of Grant in an amount equal to the fair market value of the Restricted Stock subject to the election on the Date
of Grant. Such election must be made within 30 days of the Date of Grant and Grantee shall immediately notify the Company if such
an election is made. Grantee should consult his or her tax advisors to determine whether a Section 83(b) election is appropriate.


 


12.            Administration. This Award has been granted pursuant to and is subject to the terms and provisions of the
Plan. All questions of interpretation and application of the Plan and this Award shall be determined by the Committee. The Committee’s
determination shall be final, binding and conclusive.


 



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13.            Award Not to Affect Employment. Nothing herein contained shall affect the right of the Company or any Affiliate
to terminate Grantee’s employment, services, responsibilities, duties, or authority to represent the Company or any Affiliate
at any time for any reason whatsoever.


 


14.            Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer shares in connection
with this Award, the Company shall have the right to (a) require Grantee to remit to the Company an amount sufficient to satisfy
any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates
for such shares or (b) take whatever action it deems necessary to protect its interest with respect to tax liabilities.


 


15.            Governing Law. The validity, performance, construction and effect of this Agreement shall be governed by the
laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law.


 


16.            Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


 


IN WITNESS WHEREOF, the parties, intending to be legally bound, have
executed this Agreement as of the day and year first above written.


 


 







	 	THE BON-TON STORES, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Kathryn Bufano
	 	 	Kathryn Bufano
	 	 	President & Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	Grantee:
	 	 	 
	 	 	 
	 	/s/ Nancy A. Walsh
	 	Nancy A. Walsh




 


 


 


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