exv10w108






Exhibit 10.108




THE TALBOTS, INC.




SPECIAL RESTRICTED STOCK UNIT AWARD



          THIS AGREEMENT (this “Agreement”) is made effective as of                      ___, 2010 (the “Grant Date”),
between The Talbots, Inc., a Delaware corporation (with its subsidiaries, the “Company”), and
[                                        ] (the “Participant”).




          WHEREAS, in connection with the consummation of the merger between the Company and BPW
Acquisition Corp. (the “Merger”), the Compensation Committee (“Committee”) of the Board of
Directors has determined that it is in the best interests of the Company and its stockholders to
grant this special restricted stock unit award (the “Award”) to the Participant under the 2003
Executive Stock Based Incentive Plan, as amended (the “Plan”) and the terms set forth below.




          In consideration of the premises, the parties agree as follows:




     1. Grant of the Restricted Stock Units. Subject to the terms and conditions of the
Plan and the additional terms and conditions set forth in this Agreement, the Company grants to the
Participant an Award consisting of [___] restricted stock units (each, a “Unit”). Each Unit
represents the right to receive one share of Common Stock of the Company, $.01 par value (each, a
“Share”).



     2. Vesting.



          (a) Vesting of Award. The Units shall vest in full on the first anniversary of the
Grant Date (the “Anniversary Date”), subject to the Participant’s continued employment with the
Company through the Anniversary Date, subject, however, to possible earlier vesting as provided in
Section 2(b) below.




          (b) Earlier Vesting. The Units shall vest in full earlier than the Anniversary Date
upon the occurrence of any of the following events:




               (i) the Participant’s employment with the Company is terminated by the Company and, as a
result of such termination, the Participant is entitled to severance payments from the Company
under the Participant’s individual written employment agreement or individual severance agreement
with the Company then applicable to the Participant or, if none, such employment termination would
constitute a termination without “Cause” (as the term is defined in the Company’s written severance
plan then applicable to such participant); or



               (ii) the Participant’s employment with the Company is terminated by the Participant for “good
reason”, provided that the Participant has a written employment agreement or written severance
agreement with the Company which is applicable to such employment termination and which expressly
provides for the right of a “good reason” termination by Participant, provides for severance
entitlement to Participant for such a “good



 









 




reason” termination, and such termination of employment by Participant satisfies such “good
reason” termination under that employment agreement or severance agreement; or




               (iii) the Participant’s death or disability (as defined in the Plan); or



               (iv) a Change in Control Event (as defined in this Plan) occurs (provided that such Change in
Control Event is also a change in ownership, effective control or a substantial portion of the
assets of the Company, in each case within the meaning of Section 409A of the Internal Revenue Code
of 1986, as amended (“Code”) and the regulations and guidance thereunder).



          (d) Settlement of Units. Subject to the limitations set forth in Section 3, promptly
after the date, if any, the Units vest pursuant to this Section 2, the Company shall deliver to the
Participant certificates for Shares underlying the vested Units.




     3. Distribution of Shares.



          (a) Code Section 409A. Notwithstanding anything to the contrary in this Agreement, it
is the intention of the parties that this Agreement comply with Code Section 409A, and the
regulations and guidance issued thereunder from time to time by the Department of the Treasury
thereunder, and this Agreement and the payments of any benefits hereunder will be operated and
administered accordingly. The Participant shall be entitled to receive payment in the form of
Shares for each vested Unit no later than ninety days following the event which results in an
acceleration of vesting under Section 2(b).




          (b) Cancellation and Forfeiture. Any Unit not vested pursuant to Section 2 above that
remains unvested on the date of Participant’s termination of employment (after taking into account
any applicable acceleration of vesting of Units pursuant to Section 2(b) above) shall thereupon be
cancelled and forfeited to the Company and shall terminate immediately.




     4. Rights as a Stockholder. The Participant shall not have any rights as a
stockholder of the Company with respect to any Shares subject to the Units unless and until such
Shares have been issued to the Participant.



     5. Dividend Equivalents. The Company will credit each outstanding Unit with any
Dividend Equivalents from the grant date to the date of vesting under Section 2 and the delivery of
Shares hereunder. A “Dividend Equivalent” is an amount equal to the cash dividend payable per
Share, if any, multiplied by the number of Shares then underlying each Unit. Such amount shall be
credited to a book entry account on Participant’s behalf at the time the Company pays any cash
dividend on its Shares. Dividend Equivalents shall vest at the same time as the underlying Units,
and shall be distributed at the same time as the underlying Units convert to Shares. In the event
Units do not vest and are forfeited pursuant to this Agreement, the Participant shall have no
rights and the Company shall have no liability as to such Dividend Equivalent.



     6. Award Subject to the Plan. By accepting this Agreement and the Award evidenced
hereby, the Participant agrees and acknowledges that the Award is subject to the Plan,



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and the terms of the Plan are hereby incorporated herein by reference.




     7. No Right to Continued Employment. Neither the Plan nor this Agreement shall be
construed as giving the Participant the right to be retained in the employ of the Company.



     8. Transferability. Except as expressly contemplated in the Plan, the Units may not
at any time be sold, assigned, transferred, pledged or otherwise encumbered.



     9. Withholding. (a) By accepting this Award, the Participant agrees to make
appropriate arrangements with the Company for satisfaction of all applicable federal, state or
local income tax withholding requirements, including the payment to the Company of all such taxes
in connection with the distribution or delivery of the Shares or other settlement in respect of the
Units. In all events, no Share shall be issued until full payment therefor has been delivered to
and received by the Company.



     (b) Participant hereby irrevocably elects to satisfy such withholding tax obligation, in
whole, by the Company withholding Shares deliverable upon vesting of the Participant’s Award.
Pursuant to the foregoing, and consistent with SEC Rule 10b5-1, the Company is hereby instructed to
withhold as of the vesting date of this Award a sufficient number of Shares so vesting to satisfy
all federal, state, local and foreign income, employment and other taxes which the Company
determines is required to be withheld in respect of such Award then vesting, determined based on
the fair market value of the Shares (as determined under the Plan) as of such vesting date;
provided that in no event shall the value of Shares so withheld by the Company exceed the minimum
withholding required by applicable statutes.



     10. Notices. Any notice necessary under this Agreement shall be addressed to the
Company in care of its Secretary at the principal executive office of the Company and to the
Participant at the address appearing in the personnel records of the Company for such Participant
or to either party at such other address as either party may hereafter designate in writing to the
other. Any such notice shall be deemed effective upon receipt thereof by the addressee.



     11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time
any provision of this Agreement shall in no way be construed to be a waiver of such provision or of
any other provision hereof.



     12. Choice of Law. The interpretation, performance and enforcement of this agreement
shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of
conflicts of law.



     13. Modification. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing signed by the
Participant and an appropriate officer of the Company.



     IN WITNESS WHEREOF, the parties have each has caused this Agreement to be duly executed this
Agreement.



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	 	 	THE TALBOTS, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	     Name:
	 

	 	 	 	     Title:
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	Participant:







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