Exhibit 10.2



AGREEMENT THIS   AGREEMENT (this "Agreement") is entered into and effective as of   January [Z], 2018 (the "Effective Date"), by and between The   Bon-Ton Depmiment Stores, Inc., a Pellllsylvania corporation (the   "Company"), and Michael Culhane, a prospective employee of the   Company ("Employee"). RECITALS A. The Company has determined that   (i) Employee's past performance of his duties as Chief Financial Officer and   a senior financial executive for many department store companies has been and   continues to be exceptional and will be highly valuable to the Company and   (ii) Employee's undertaking of his duties as Chief Financial Officer of the   Company will be critically important to the Company's ability to manage   successfully its business and all activities and endeavors necessary therefor   and ancillary thereto, particularly in light of the challenging business   environment facing the Company. B. The Company desires to induce Employee to   enter into this Agreement in view of his extensive expertise and experience   and to assure itself of Employee's services for an extended period of time by   paying Employee a cash award in the amount of $600,000.00 (the   "Award") that is subject to repayment by Employee if Employee's   employment with the Company is terminated under certain circumstances prior   to the expiration of the Retention Period (as defined herein), as provided   for in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the   premises and mutual covenants herein contained, the Company and Employee   agree as follows: I. Definitions. For purposes of this Agreement: (a) "A   ffiliate" shall mean a person that directly, or indirectly through one   or more intermediaries, controls, or is controlled by, or is under common   control with, the person specified. (b) "Cause" shall mean: (i)   Employee's willful failure to perform Employee's duties (other than any such   failure resulting from incapacity due to physical or mental illness); (ii)   Employee's continuous willful failure to comply with any valid and legal   directive of the individual to whom Employee reports or the Board of   Directors of the Company (the "Board") or a committee of the Board;   (iii) Employee's willful engagement in dishonesty, illegal conduct, or gross   misconduct that is, in each case, materially injurious to the Company or its   affiliates; 


    




 










(iv) Employee's   embezzlement, misappropriation, or Jl·aud, whether or not related to   Employee's employment with the Company; (v) Employee's conviction of or plea   of guilty or nolo contendere to a crime that constitutes a felony (or state   law equivalent) or a crime that constitutes a misdemeanor involving moral   turpitude, if such felony or other crime (A) is work-related, (B) materially   impairs Employee's ability to perform services for the Company or (C) in the   reasonable judgment of the Company, has resulted or will result in material   reputational or financial harm to the Company or its affiliates; or (vi)   Employee's material breach of any obligation under this Agreement, if such   breach causes material reputational or financial harm to the Company. For   purposes of this Agreement, no act or failure to act on the part of Employee   shall be considered "willfhl" unless it is done, or omitted to be   done, by Employee in bad faith or without reasonable belief that Employee's   action or omission was in the best interests of the Company. Any act, or   failure to act, based upon authority given pursuant to a resolution duly   adopted by the Board or upon the advice of counsel for the Company shall be   conclusively presumed to be done, or omitted to be done, by Employee in good   faith and in the best interests of the Company. Fmihennore, a termination of   Employee's employment shall not be deemed for Cause unless and until the   Company delivers to Employee a copy of a resolution duly adopted by the   affirmative vote of not less than a majority of the Board (after reasonable   written notice is provided to Employee and Employee is given an opportunity,   together with counsel, to be heard before the Board), finding that Employee   has engaged in the conduct described in any of clauses (i)-(vi) above. Except   for an action or breach described in clause (iv) or (v) above, or any other   failure, breach, or refusal that, by its nature, cannot reasonably be   expected to be cured, Employee shall have ten (I0) business days from the   delivery of written notice by the Company within which to cure any acts or   omissions constituting Cause, and the determination of whether such attempted   cure is sufficient shall be in the Company's sole discretion; provided however,   that if the Company reasonably expects irreparable injury or material   reputational or financial harm from a delay of ten (I0) business days, the   Company may give Employee notice of such shmier period within which to cure   as is deemed reasonable by the Board under the circumstances, which may   include the termination of Employee's employment without notice and with   immediate effect. The Company may place Employee on paid leave for up to   thirty (30) days while it is determining whether there is a basis to   terminate Employee's employment for Cause. The placement of Employee on paid   leave for up to thirty (30) days in such circumstances shall not constitute   Good Reason. (c) "Code" shall mean the Internal Revenue Code of   1986, as amended. (d) "Disability" shall mean Employee is entitled   to receive long-term disability benefits under the Company's long-term   disability plan, or if there is no such plan, Employee's inability, due to   physical or mental incapacity, to substantially perform Employee's duties and   responsibilities for one hundred eighty (180) days out of any three hundred   sixty-five (365) day period or one hundred twenty (120) consecutive days;   provided however, in the event that the Company temporarily replaces   Employee, or transfers Employee's duties or 2 


    




 










responsibilities   to another individual on account of Employee's inability to perform such   duties due to a mental or physical incapacity that is, or is reasonably   expected to become, a Disability, then Employee's employment shall not be   deemed terminated by the Company, and Employee shall not be able to resign   for Good Reason as a result thereof. Any question as to the existence of   Employee's Disability as to which Employee and the Company cam10t agree shall   be determined in writing by a qualified independent physician mutually   reasonably acceptable to Employee and the Company. If Employee and the   Company cannot agree as to a qualified independent physician within fifteen   (15) days, each shall appoint such a physician and those two physicians,   within fifteen (15) days, shall select a third, who, within thirty (30) days,   shall make such determination in writing. The determination of Disability   made in writing to the Company and Employee shall be final and conclusive for   all purposes of this Agreement. (e) "Good Reason" shall mean the   occurrence of any of the following during the Retention Period, in each case   without Employee's written consent: (i) a reduction in Employee's base   salary; (ii) a relocation of Employee's principal place of employment by more   than 50 miles; (iii) any material breach by the Company of any material   provision of this Agreement or any material provision of any other agreement   between Employee and the Company; (iv) the Company's failure to obtain an   agreement from any successor to the Company to assume and agree to perform   this Agreement in the same mmmer and to the same extent that the Company   would be required to perform if no succession had taken place, except where   such assumption occurs by operation of law; or (v) a material, adverse change   in Employee's title, authority, duties, or responsibilities (other than   temporarily while Employee is physically or mentally incapacitated) as of the   date of this Agreement. For purposes of this Agreement, Employee's   termination of his employment shall not be deemed for Good Reason unless   Employee has provided written notice to the Company (a "Notice") of   the existence of the circumstances providing grounds for termination for Good   Reason within ninety (90) days of the later of (i) the initial existence of   such circumstances and (ii) Employee's actual knowledge of the existence of   such circumstances, and the Company has had at least thi1ty (30) days from   the date on which such notice is provided to cure such circumstances. If   Employee does not (i) provide a Notice of the existence of the circumstances   providing grounds for termination for Good Reason within ninety (90) days of   the later of (A) the initial existence of such circumstances or (B)   Employee's actual knowledge of the existence of such circumstances, or (ii)   terminate employment for Good Reason within sixty (60) days following   Employee's delivery of a Notice to the Company (where the Company has not   cured the circumstances providing such grounds for termination for Good   Reason within thirty (30) days of the date of Employee's delivery of such   Notice), then Employee will be deemed to have waived Employee's right to   terminate for Good Reason with respect to such grounds. 3 


    




 










(f) on January   I, 2019. "Retention Period" shall commence on the Effective Date   and terminate (g) "Termination Date" shall mean the elate on which   Employee's employment by the Company is terminated. 2. Duties. Except as   specifically provided in Section 3(b) below, in order to retain the Award,   Employee agrees that, during the Retention Period, Employee shall perform   fully the terms of this Agreement and Employee's duties for the Company. 3.   Award; Termination of Employment. (a) Award. On the Effective Date, the   Company shall pay Employee, in cash in a single lump sum, an amount equal to   the Award, less all applicable withholdings and deductions required by law.   (b) Repayment of Award upon Termination. In the event that Employee's   employment is terminated prior to the end of the Retention Period due to (x)   a termination by the Company for Cause or (y) any termination by Employee   other than for Good Reason, Employee must repay to the Company within sixty   (60) days of the Termination Date the entire, gross amount of the Award. In   the event that Employee's employment by the Company is terminated prior to   the end of the Retention Period due to (i) Employee's death, (ii) Employee's   Disability, (iii) a termination by the Company without Cause, or (iv) a   termination by Employee for Good Reason, Employee shall not be obligated to   repay to the Company any amount of the Award. For the avoidance of doubt,   Employee's retirement from the Company without Good Reason shall constitute a   termination by Employee other than for Good Reason for purposes of this   Agreement and require the repayment of the Award pursuant to this Section   3(b). Except as may be limited by Section 409A of the Code, the parties   acknowledge and agree that the Company may, subject to a judicial   determination as to Employee's obligation to repay the Award, offset any   amounts owed to the Company by Employee pursuant to Employee's repayment   obligations under this Section 3(b) against any amounts owed to Employee by   the Company as of or following the Termination Date. 4. Legal Fees and   Expenses. If (i) either party commences any proceeding, action, or litigation   against the other pmiy concerning the terms of this Agreement or the rights   and duties of the pmiies hereto or for the breach of this Agreement by the   other party of any of the terms hereof and (ii) Employee shall prevail in   such proceeding, action, or litigation, in addition to any other relief   granted, Employee shall be entitled to recover all costs and expenses   incurred by Employee in connection with responding to and prosecuting or   defending such action and the enforcement and collection of any judgment   rendered therein, inch1ding without limitation all out-of-pocket expenses,   court costs, administrative fees, attorneys' fees, consultant fees, expert   witness fees, personnel expenses, duplicating expenses, and other related   expenses that are associated with Employee's enforcement of his legal rights   under this Agreement (including all such costs, fees, and expenses incurred   in all appeals) and a right to such costs and expenses shall be deemed to   have accrued upon the commencement of such action and shall be enforceable   whether or not such action is prosecuted to judgment. 4 


    




 










Covenants. 5.   (a) Non-Solicit. While Employee is employed by the Company and following the   termination of Employee's employment for any reason and continuing for a   period of twelve (12) months from the Termination Date, Employee shall not,   directly or indirectly, for Employee or on behalf of, or in conjunction with,   any other person, persons, company, partnership, corporation, business   entity, or otherwise, hire away any employees or independent contractors of   the Company or any Affiliate or entice any such persons to leave the employ   of the Company or any affiliate without the prior written consent of the   Company. (b) Non-Disparagement. While Employee is employed by the Company and   at all times following the termination of Employee's employment for any reason,   Employee shall not, directly or indirectly, for Employee or on behalf of, or   in conjunction with, any other person, persons, company, partnership,   corporation, business entity, or otherwise, make any statements that are   inflammatory, detrimental, slanderous, or negative in any way to the   interests of the Company or any affiliate. (c) Confidentiality. Employee   acknowledges that, during the course of his employment by the Company, he has   and will continue to have access to the Company's Confidential Information.   Employee agrees not to use or disclose to any person or entity, at any time,   any Confidential Information of Employee without first obtaining the   Company's written consent. The term "Confidential Information"   means any information not generally known to the public that concerns the   Company's business or proposed future business and that gives or is intended   to give the Company an advantage over its competitors who do not have the   information. 6. Successors. (a) Assignment by Employee. TlJ.is Agreement is   personal to Employee and, without the prior written consent of the Company,   shall not be assignable by Employee otherwise than by will or the laws of   descent and distribution. TIJ.is Agreement shall inure to the benefit of and   be enforceable by Employee's legal representatives. (b) Assignment by the   Company. This Agreement shall inure to the benefit of and be binding upon the   Company and its successors. The Company shall require any successor to all or   substantially all of the business or assets of the Company, whether direct or   indirect, by purchase, merger, consolidation, acquisition of stock, or   otherwise, expressly to assume and agree to perform tlJ.is Agreement in the   same manner and to the same extent as the Company would be required to   perform if no such succession had taken place. 7. Miscellaneous. (a) Impact   of Award on Other Benetit Plans. The parties hereto agree that the Award to   be paid by the Company pursuant to this Agreement (i) shall be considered a   bonus, and hence not compensation, for purposes of the Company's benefit   plans and programs (ii) shall not be construed as compensation or otherwise   taken into account, for purposes of determining any benefits provided under   any other compensation arrangement or benetit plan, 5 


    




 










practice or   policy maintained by the Company or any of its subsidiaries for any of its or   their respective employees. (b) Applicable Law. This Agreement shall be   governed by and construed and interpreted in accordance with the laws of the   State of Pennsylvania, applied without reference to its principles of   conflict of laws. (c) Jurisdiction and Venue. Each party irrevocably submits   to the exclusive jurisdiction of any state or federal court sitting in York,   Pennsylvania, for the purposes of any suit, action, or other proceeding   arising out of or relating to tllis Agreement and agrees that all claims in   respect of the suit, action, or other proceeding shall be heard and   determined in any such court. Each party agrees to commence any such suit,   action, or other proceeding in any such state or federal court sitting in   York, Pennsylvania. Each party waives any defense of improper venue or   inconvenient forum to the maintenance of any suit, action, or other   proceeding so brought. Each party waives its right to a jury trial with   respect to any action, or claim arising out of any dispute in connection with   this Agreement, any rights or obligations hereunder, or the performance of   such rights and obligations. (d) Amendments. Tllis Agreement may not be   amended or modified other than by a written agreement executed by the parties   hereto or their respective successors and legal representatives. (e) Entire   Agreement. This Agreement shall constitute the entire agreement between the   parties hereto with respect to the matters referred to herein and shall   supersede all prior or existing agreements between the parties hereto with   respect to such matters. There are no promises, representations, inducements,   or statements between the parties other than those that are expressly   contained herein. In the event that any provision of this Agreement is   invalid or unenforceable, the validity and enforceability of the remaining   provisions hereof shall not be affected. Employee is entering into this   Agreement of his own free will and accord and has read this Agreement and   understands it and its legal consequences. Notices. All notices and other   communications hereunder shall be in (!) writing and shall be given by hand   delivery to the other pmiy or by registered or certified mail, return receipt   requested, postage prepaid, addressed as follows: If to Employee: To the most   recent address on file at the Company The Bon-Ton Department Stores, Inc.   2801 East Market Street York, Pennsylvania 17402 Attention: Cllief Executive   Officer If to the Company: or to such other address as either party shall   have furnished to the other in writing in accordance herewith. Notices and   communications shall be effective when actually received by the addressee. 6 


    




 










(g) Counterparts.   This Agreement may be executed in separate counterparts, including by   facsimile and electronic delivery, each of which is deemed to be an original   and all of which taken together constitute one and the same agreement. (h)   Section 409A Compliance. The parties intend that all amounts payable under   this Agreement comply with Section 409A of the Code or an exemption   therefrom, including regulations and guidance thereunder, so as not to   subject Employee to the payment of any additional taxes, penalties, or   interest imposed under Section 409A with respect to amounts paid under this   Agreement or any other agreement or arrangement between the pmiies. The   pm1ies agree to amend this Agreement to the extent necessary to bring this   Agreement into compliance with Code Section 409A (or to meet an exemption   therefrom) as it may be interpreted by any regulations, guidance, or   amendments to Section 409A issued or adopted after the date of this   Agreement. Nothing in this Agreement shall be interpreted to permit (i) accelerated   payment of nonqualified deferred compensation, as defined in Section 409A,   (ii) any other payment in violation of the requirements of Section 409A, or   (iii) Employee to designate the taxable year of any payment. No provision of   this Agreement shall be interpreted or construed to transfer any liability   for failure to comply with the requirements of Section 409A from Employee or   any other individual to the Company or any Affiliate, employee, or agent. All   taxes imposed on or associated with payments made to Employee pursuant to   this Agreement, including any liability imposed under Section 409A (but   excluding the employer portion of any payroll taxes), shall be borne solely   by Employee. (i) Confidentiality. Notwithstanding any disclosure by the Company   of the fact or content of this Agreement, whether in whole or in part,   Employee hereby covenants and agrees that Employee shall keep confidential   this Agreement and the terms hereof, including the eligibility for the Award   and the amount thereof, except as required by applicable law. [Signature Page   Follows] 7 


    




 










IN WITNESS   WHEREOF, Employee and the Company have each executed or caused the execution   of this Agreement, as applicable, as of the Effective Date. COMPANY: THE   BON-TON DEPARTMENT STORES, INC. By: -"a:Z:ac&.dz2ua:.,..,-· Denise   M. Domian SVP, Human Resources EMPLOYEE: Michael Culhane [Signatm·e Page of   this Agrecmentl