EX-10.2



 







EXHIBIT 10.2




THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING

SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933




R. G. BARRY CORPORATION

2005 LONG-TERM INCENTIVE PLAN




RESTRICTED STOCK UNIT AWARD AGREEMENT ISSUED TO

ON                                          , 20                    



R. G. Barry Corporation (“Company”) and its shareholders believe that their business interests are
best served by extending to you an opportunity to earn additional compensation based on the growth
of the Company’s business. To this end, the Company and its shareholders adopted the R. G. Barry
Corporation 2005 Long-Term Incentive Plan (“Plan”) as a means through which you may share in the
Company’s success. This is done by granting Awards to key employees like you. If you satisfy the
conditions described in this Award Agreement and the Plan, your Restricted Stock Units (“RSUs”)
will be settled in common shares of the Company (“Stock”).



This Award Agreement describes many features of your RSUs and the conditions you must meet before
your RSUs may be settled in Stock. To ensure you fully understand these terms and conditions, you
should:





	 	•	 	Read the Plan and the Plan’s Prospectus carefully to ensure you understand how the Plan
works. Capitalized terms not otherwise defined in this Award Agreement will have the same
meanings as in the Plan;
	 
	 	•	 	Read this Award Agreement carefully to ensure you understand the terms and conditions of
your RSUs; and
	 
	 	•	 	Contact                                         
at                                          if you have any questions about your RSUs.




Also, no later than                                         , 20                    , you must return a signed copy of the Award Agreement to:




	 	 	 	 	 
	 

	 	 

R. G. Barry Corporation
	 	 
	 

	 	13405 Yarmouth Road N.W.	 	 
	 

	 	Pickerington, Ohio 43147	 	 





If you do not do this, your RSUs will be forfeited and you will not be entitled to receive anything
on account of this Award.



Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), imposes substantial
penalties on persons who receive some forms of deferred compensation (see the Plan’s Prospectus for
more information about these penalties). We designed your Award Agreement to avoid these
penalties. However, because the Internal Revenue Service has not yet issued final rules that fully
define the effect of Section 409A, it may be necessary to revise your



 









 






Award Agreement once those final rules have been issued in order to avoid the Section 409A
penalties. As a condition of accepting this Award, you must agree to accept those revisions,
without any further consideration, even if those revisions change the terms of your Award and
reduce its value or potential value.




Nature of Your Award




Grant Date: Your RSUs were granted on                                         , 20                    .



Number of RSUs: You have been granted                                          RSUs. If you satisfy
the terms and conditions described in this Award Agreement and the Plan, the RSUs will be settled
in a number of shares of Stock equal to the number of RSUs granted under this Award Agreement. The
conditions that you must meet before your RSUs are settled in shares of Stock are discussed below
in the section titled “When Your RSUs Will Vest and Be Settled.”



When Your RSUs Will Vest and Be Settled




Restriction Period: Unless the Restriction Period is terminated earlier (see section titled
“Effect of Termination”), your RSUs will vest and be settled in shares of Stock as described below.
However, if these conditions are not met, your RSUs will be forfeited.




	 	•	 	20 percent of your RSUs will vest and be settled in shares of Stock on                                         , 20                    , but only if specific pre-established performance objectives
and other terms of this Award Agreement are met during the period beginning on                                         , 20                     and ending on                                         , 20                    ;
	 
	 	•	 	20 percent of your RSUs will vest and be settled in shares of Stock on                                         , 20                    , but only if
specific pre-established performance objectives
and other terms of this Award Agreement are met during the period beginning on                                         , 20                     and ending on                                         , 20                    ;
	 
	 	•	 	20 percent of your RSUs will vest and be settled in shares of Stock on                                         , 20                    , but only if specific pre-established performance objectives
and other terms of this Award Agreement are met during the period beginning on                                         , 20                     and ending on                                         , 20                    ;
	 
	 	•	 	20 percent of your RSUs will vest and be settled in shares of Stock on                                         , 20                    , but only if specific pre-established performance objectives
and other terms of this Award Agreement are met during the period beginning on                                         , 20                     and ending on                                         , 20                    ; and
	 
	 	•	 	Any RSUs granted under this Award Agreement that are unvested on                                         , 20                     (including any RSUs that are unvested because previously
established performance objectives were not met) will immediately vest and be settled
in shares of Stock if the terms of this Award Agreement have been met.




For purposes of this section, the Board’s Compensation Committee will establish performance
objectives and give these to you in writing before the beginning of each period.



Regardless of the schedule just given, your RSUs may be fully vested if there is a “Business
Combination” (as defined in the Plan) and the other terms of this Award Agreement have been met.




 









 








Settling Your RSUs



If all applicable conditions have been met, your RSUs will be settled automatically.




Effect of Termination



Termination Because of Death, Disability or Retirement: If your Service Terminates because of
death or Disability (as defined in the Plan), all of your RSUs will be vested. If your Service
Terminates because of Retirement (as defined in the Plan, you will receive a prorated portion of
any RSUs that are not vested when your Service Terminates. The portion you will receive will be
the number of RSUs that are scheduled to vest during the year your Service Terminates if any
specified performance objectives are met during that year, multiplied by the number of full months
you actually work during that period and divided by 12. The balance of any unvested RSUs will be
forfeited.



Termination for Any Reason Other than Death, Disability or Retirement: If your Service Terminates
for any reason other than death, Disability or Retirement, all unvested RSUs will be forfeited.




Other Rules Affecting Your RSUs



Rights During the Restriction Period: Your RSUs may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated. During the Restriction Period, you may not exercise any
voting rights associated with the shares of Stock underlying your RSUs. You also will not be
entitled to any dividends or other distributions otherwise payable with respect to the shares of
Stock underlying your RSUs.



Beneficiary Designation: You may name a Beneficiary or Beneficiaries to receive any vested RSUs
that are settled after you die by completing the attached Beneficiary Designation Form and by
following the rules described in the form. The Beneficiary Designation Form need not be completed
now and is not required as a condition of receiving your Restricted Stock Units. If you die
without completing a Beneficiary Designation Form or if you do not complete the form correctly,
your Beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your
estate.



Tax Withholding: The Company is required to withhold applicable income, wage and employment taxes
when your RSUs vest and are settled (see the Plan’s Prospectus for a discussion of the tax
treatment of your RSUs). These taxes may be paid in one of the following ways:





	 	•	 	You may pay the applicable amount by giving the Company cash or a check (payable to
“R. G. Barry Corporation”) in an amount equal to the amount that must be withheld.
	 
	 	•	 	By having the Company withhold a portion of the shares of Stock that otherwise would
be distributed to you. The number of shares of Stock withheld will have an aggregate
Fair Market Value equal to the amount that must be withheld.




You may choose the method of payment, although the Company may reject your preferred method for any
reason (or for no reason). If the Company rejects the method of payment that you choose, the
Company will specify (from among the alternatives just listed) how these amounts are to be paid.




 









 







If you have not remitted the required amount within 30 days of the applicable vesting or Settlement
Date, the Company will withhold a portion of the shares of Stock that otherwise would be
distributed to you and distribute the balance of the shares of Stock to you. The number of shares
of Stock withheld will have an aggregate Fair Market Value equal to the amount that must be
withheld.



Governing Law: This Award Agreement will be construed in accordance with and governed by the laws
(other than laws governing conflicts of laws) of the United States and of the State of Ohio.



Other Agreements: Your RSUs will be subject to the terms of any other written agreements between
you and the Company to the extent that those other agreements do not directly conflict with the
terms of the Plan or this Award Agreement.



Adjustments to Your RSUs: Subject to Section 4.03 of the Plan, your RSUs will be adjusted, if
appropriate, to reflect any change to the Company’s capital structure (e.g., the number of RSUs
will be adjusted to reflect a stock split).



Other Rules: Your RSUs are subject to additional rules described in the Plan and in the Plan’s
Prospectus. You should read both of these documents carefully to ensure you fully understand all
the terms and conditions of this Award. In the event of a conflict between any term or condition
in the Plan’s Prospectus or this Award Agreement and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail. In the event of a conflict
between any term or condition in the Plan’s Prospectus and a term or provision in this Award
Agreement, the applicable terms and provisions of this Award Agreement will govern and prevail.




Tax Treatment of Your RSUs



The federal income tax treatment of your RSUs is discussed in the Plan’s Prospectus.




*****




Your Acknowledgment of Award Conditions



Note: You must sign and return a copy of this Award Agreement to                                         
at the address given below no later than                                         , 20                    .



By signing below, you acknowledge and agree that:





	 	•	 	A copy of the Plan has been made available to you;
	 
	 	•	 	You have received a copy of the Plan’s Prospectus;
	 
	 	•	 	You understand and accept the conditions placed on your Award and understand what
you must do to earn your Award;
	 
	 	•	 	You will consent (in your own behalf and in behalf of your Beneficiaries and without
any further consideration) to any change to your Award or this Award Agreement to avoid
penalties under Section 409A of the Internal Revenue Code of 1986, as amended, even if
those changes affect the terms of your Award and reduce its value or potential value;
and
	 
	 	•	 	If you do not return a signed copy of this Award Agreement to the address shown




 









 






	 	 	 	below not later than                                         , 20                    , your Award will be
forfeited and you will not be entitled to receive anything on account of this Award.





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	R. G. BARRY CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	  
	 	 	 	By: 

	 
	 	 	 	 	 	 	 	 	 	 
	(signature)
	 	 	 	 	 	 	 	 	 	 
	Date signed:

	 	 	 	 	 	Date signed:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 




A signed copy of this form must be sent to the following address no later than                                         , 20                    :




	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	R. G. Barry Corporation	 	 
	 

	 	13405 Yarmouth Road N.W.	 	 
	 

	 	Pickerington, Ohio 43147	 	 





After the Award Agreement is received, the Committee will acknowledge receipt of your signed Award
Agreement.




*****




Committee’s Acknowledgment of Receipt



A signed copy of this Award Agreement was received on                                         .



By:                                                             





:



	 	 	 	 	 
	 

	 	                     Has complied with the conditions imposed on the grant and the Award, and the Award
remains in effect; or	 	 
	 
	 	 	 	 
	 

	 	                     Has not complied with the conditions imposed on the grant and the Award, and the Award
is forfeited because	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	.	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	describe deficiency	 	 






	 	 	 	 	 	 	 
	[insert name of committee]	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 




Note: Send a copy of this completed form to                       and keep a copy as
part of the Plan’s permanent records.




 









 








R. G. BARRY CORPORATION

2005 LONG-TERM INCENTIVE PLAN

BENEFICIARY DESIGNATION FORM




RELATING TO RESTRICTED STOCK UNITS ISSUED TO

ON                                         , 20                    




Instructions for Completing This Form



You may use this form to [1] name the person you want to receive any amount, if any, due under the
R. G. Barry Corporation 2005 Long-Term Incentive Plan after your death or [2] change the person who
will receive those amounts.



There are several things you should know before you complete this form.



First, if you do not elect a Beneficiary, any amount due to you under the Plan when you die will be
paid to your surviving spouse or, if you have no surviving spouse, to your estate.



Second, your election will not be effective (and will not be implemented) unless you complete all
applicable portions of this form and return it to                                          at the address
given below.



Third, all elections will remain in effect until they are changed (or until all death benefits are
paid).



Fourth, if you designate your spouse as your Beneficiary but are subsequently divorced from that
person (or your marriage is annulled), your Beneficiary designation will be revoked automatically.



Fifth, if you have any questions about this form or if you need additional copies of this form,
please contact
                
at
                                        
or at the address or number
given below.




1.00 Designation of Beneficiary




1.01 Primary Beneficiary:



I designate the following persons as my Primary Beneficiary or Beneficiaries to receive any amount
due after my death under the terms of the Award Agreement described at the top of this form. This
benefit will be paid, in the proportion specified, to:




	 	 	 	 	 	 	 	 	 
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1.02 Contingent Beneficiary



If one or more of my Primary Beneficiaries die before I die, I direct that any amount due after my
death under the terms of the Award Agreement described at the top of this form:





                     Be paid to my other named Primary Beneficiaries in proportion to the allocation given
above (ignoring the interest allocated to the deceased Primary Beneficiary); or




                     Be distributed among the following Contingent Beneficiaries:



	 	 	 	 	 	 	 	 	 
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\




	 	 	 	 	 	 	 	 	 
	 	 	Address:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 





*****




Elections made on this form will be effective only after this form is received by

and only if it is fully and properly completed and signed.




	 	 	 	 	 
	Date of Birth:
	 	 	 	 
	 

	 	 

	 	 
	Address:
	 	 	 	 
	 
	 	 
	 
	 	 	 	 
	 	 	 





	 	 	 	 	 
	Sign and return this form to

	 	 	 	at the address given below.






	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 
	Date

	 	Signature	 	 







	 	 	 	 	 
	Return this signed form to

	 	 	 	at the following address:





R. G. Barry Corporation

13405 Yarmouth Road N.W.

Pickerington, Ohio 43147




	 	 	 	 	 
	Received on:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	By: