ex10_1.htm


  
    Exhibit
10.1

    


    


    THE
TALBOTS, INC.

    


    2003
EXECUTIVE STOCK BASED INCENTIVE PLAN

    


    RESTRICTED STOCK
AGREEMENT

    


    
 

    To:
[NAME]

     

    The
undersigned acknowledges receipt from The Talbots, Inc. (together with its
subsidiaries, the “Company” or “Talbots”) of (i) this Restricted Stock Agreement
(the “Agreement”) providing the terms and conditions of a grant of restricted
stock made as of ______ __, 200_ under the 2003 Executive Stock Based Incentive
Plan, as amended and restated (the “Plan”), and (ii) a copy of the
Plan.

     

    The
restricted stock grant (the “Award”) is for ___ shares of Common Stock of the
Company, $.01 par value (the “Restricted Stock”).

     

    The
amount of $___ (being $.01 per share) in full payment of the purchase price for
the Restricted Stock has been paid by the Company on behalf of the undersigned,
as additional compensation to the undersigned.

     

    The
undersigned acknowledges that the Award is subject to the execution and delivery
of this Restricted Stock Agreement (this “Agreement”).

              


    In
consideration of the Company’s accepting this Agreement and delivering the
shares of Restricted Stock provided for herein, the undersigned hereby agrees
with the Company as follows:

     

    1.            
Restricted
Period

     

    (a)            No Transfer of
Shares.  During the period of time that any shares of
Restricted Stock are unvested as set forth in paragraphs 1(b) below (the
“Restricted Period”), such unvested shares shall not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by will or
the laws of descent and distribution or as provided in this
Agreement

     

    (b)           
Vesting
Period.  Except as otherwise provided below, the Restricted
Stock subject to this Award shall vest in the following increments and on the
following dates: _________________.

     

              

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
    

     

    2.            
Repurchase
Option.  The Company will have the option to repurchase the
Restricted Stock that has not yet vested at a price of $.01 per share, which
price may be amended from time
to time by the Compensation Committee of the Company (the “Committee”) in its
discretion.  Such option will be exercisable with respect to such
unvested shares of Restricted Stock (i) if the undersigned’s continuous
employment for the Company or an Affiliate (as such term is defined in the Plan)
shall terminate for any reason, except solely by reason of a period of Related
Employment (as such term is defined in the Plan), or except as otherwise
provided in paragraph 3 hereof, prior to the expiration of the Restricted Period
with respect to such unvested shares of Restricted Stock, (ii) if, on or prior
to the expiration of the Restricted Period with respect to such unvested shares
of Restricted Stock or the earlier lapse of this repurchase option with respect
to such unvested shares of Restricted Stock, the undersigned has not paid to the
Company an amount equal to any federal, state, local or foreign income or other
taxes which the Company determines is required to be withheld in respect of such
shares, or (iii) under such other circumstances as determined by the Committee
in its discretion.  At the undersigned’s election, the Committee
hereby authorizes the undersigned to satisfy any such withholding tax obligation
in whole or in part by the Company withholding, or the undersigned transferring
to the Company, shares of Common Stock of the Company in satisfaction of any
such obligations, determined using the fair market value of such shares at the
time of such vesting.  Any such shares of Common Stock delivered to
the Company in satisfaction of all or any portion of such withholding taxes
shall be appropriately endorsed for transfer and assignment to the
Company.  In all events, no share shall be issued until full payment
therefor has been delivered to and received by the Company.  [Pursuant
to the foregoing, and consistent with SEC Rule 10b5-1, the Company is hereby
instructed to withhold as of each vesting date of the Restricted Stock a
sufficient number of shares of Restricted Stock 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 Restricted
Stock then vesting, determined based on the fair market value (as determined
under the Plan) as of such vesting date.]

    


    Any
attempt by the undersigned to dispose of any unvested Restricted Stock in
contravention of the foregoing repurchase option of the Company shall be null
and void and without effect.  If the Company’s repurchase option is
not exercised by the Company with respect to any unvested shares of Restricted
Stock within one hundred twenty (120) days after the later of (i) the date the
undersigned is finally removed from the payroll of the Company or its Affiliates
or (ii) any later effective date of employment termination (in each case,
including any period of challenge or appeal by the undersigned), such repurchase
option shall terminate and be of no further force and effect.

    


    
      3.             
Potential Cancellation of
Repurchase Option.

    

    


    If the
undersigned has been in continuous employment for the Company or an Affiliate
since the date on which the Award was granted, and while in such employment, the
undersigned dies, or terminates such employment by reason of disability (as such
term is defined in Paragraph 12 of the Plan) or by reason of Retirement, and any
of such events shall occur prior to the end of the Restricted Period with
respect to any unvested Restricted Stock, the Committee may determine to cancel
the repurchase option described in paragraph 2 hereof and any and all other
restrictions on any or all of the unvested Restricted Stock subject to the
Award; and such repurchase option shall become exercisable at such time as to
any remaining unvested Restricted Stock.  If and to the extent such
repurchase option is so canceled as to any such shares of Restricted Stock, such
shares shall no longer be subject to the restrictions hereunder and shall be
deemed vested.  For purposes of this paragraph 3, “Retirement” shall
mean termination or separation from employment with the Company or an Affiliate
on or after (i) attaining age 65 and having completed at least five (5) Years of
Service (as defined under The Talbots, Inc. Pension Plan) or (ii) attaining age
55 and having completed at least ten (10) Years of Service.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    [In the
event that [insert applicable events], in each case prior to the end of the
Restricted Period, with respect to any unvested Restricted Stock, then (i) the
Restricted Period shall be deemed to have expired on such date with respect to
such unvested Restricted Stock, (ii) the Company agrees not to exercise any
repurchase option described in paragraph 2 with respect to such unvested
Restricted Stock and (iii) such shares shall therefore no longer be subject to
the restrictions hereunder and shall be deemed vested.]

    


    
      4.            
Issuance and Repurchase of
Restricted Stock.

    

    


    Each
certificate for Restricted Stock issued pursuant to this Award shall be
deposited by the undersigned with the Company, together with a stock power
endorsed in blank, or shall be evidenced in such other manner permitted by
applicable law as determined by the Committee in its discretion.  If
the Company chooses to exercise its option to repurchase unvested Restricted
Stock as described in paragraph 2 hereof, title to such shares shall be deemed
transferred to the Company without further action by the
undersigned.  Contemporaneously with such transfer of title to such
shares to the Company, the Company shall pay to the undersigned, or in the event
of the undersigned’s death, his or her personal representative, as the case may
be, the $0.01 per share purchase price for such shares of repurchased Restricted
Stock.

     

    5.            
Certificates.

     

    (a)           
The undersigned acknowledges that all certificates evidencing shares of
Restricted Stock of the Company issued pursuant to this Award and this Agreement
shall bear a restrictive legend as follows:

     

    “THE
SHARES EVIDENCED BY THIS CERTIFICATE ARE PARTLY PAID AND ARE SUBJECT TO (i)
RESTRICTIONS ON TRANSFER AND (ii) A REPURCHASE OPTION OF THE TALBOTS,
INC.  UNDER CERTAIN CIRCUMSTANCES, PURSUANT TO THE PROVISIONS OF THE
TALBOTS, INC. 2003 EXECUTIVE STOCK BASED INCENTIVE PLAN, AS AMENDED


     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    AND RESTATED, AND A
RESTRICTED STOCK AGREEMENT DATED AS OF ______ __, 200_ BY AND BETWEEN
[NAME] AND
THE TALBOTS, INC. THE PLAN AND THE AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE
PRINCIPAL OFFICES OF THE TALBOTS, INC.”

     

    (b)           The
undersigned acknowledges that the certificate evidencing the shares of
Restricted Stock delivered pursuant to this Agreement may be issued in several
denominations.  The date appearing immediately below the legend on
each stock certificate will be the date on which shares represented by such
certificate are scheduled to become free of the restrictions as set forth in
paragraph 1(b) above, subject to all of the other terms and conditions of this
Agreement.

     

    6.             Restriction.

    


    The
undersigned understands that the Company shall prepare and file or has filed
with the Securities and Exchange Commission a Form S-8 registration statement
under the Securities Act of 1933 with respect to the Plan and the shares of
Common Stock covered by this Agreement.  The undersigned understands
that once shares have become free of restrictions, new certificates will be
issued by the Company’s transfer agent not containing the legend provided for in
paragraph 5 hereof (unless such shares shall be uncertificated), and that the
undersigned will be free to sell these shares of Common Stock, subject to
applicable requirements of federal and state securities laws and the
requirements of this Agreement.  The undersigned agrees that any such
sales will be effected by means of a broker’s transaction using the facilities
of the stock exchange where the Common Stock of the Company is then
listed.  The Company will endeavor to keep such registration statement
effective at all times that this Agreement is outstanding to permit such sale,
but in the event the Company notifies the undersigned that such registration
statement is not then effective, the undersigned agrees to refrain from sales of
shares of Common Stock until such time as the Company advises the undersigned
that such registration statement has become effective.

     

    7.             Rights with Respect to
Shares.

    


    The
undersigned shall have, after issuance of a certificate for the number of shares
of Restricted Stock awarded and prior to the expiration of any Restricted Period
(or the earlier repurchase of unvested shares of Restricted Stock by the
Company), the right to vote the same and to receive dividends or other
distributions made or paid with respect to such Restricted Stock, subject,
however, to the options, restrictions and limitations imposed thereon pursuant
to this Agreement and the Plan.

     

    8.            
Subject to Terms of
the Plan.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    This
Agreement shall be subject in all respects to the terms and conditions of the
Plan and in the event of any question or controversy relating to the terms of
the Plan, the decision of the Committee shall be final and conclusive except as
expressly set forth in this Agreement.

     

    9.           
Trading Black Out
Periods.

    


    By
entering into this Agreement the undersigned expressly agrees that: (i) during
all periods of employment of the undersigned with the Company or its Affiliates,
or while the undersigned is otherwise maintained on the payroll of the Company
or its Affiliates, the undersigned shall abide by all trading “black out”
periods with respect to purchases or sales of the Company’s stock or exercises
of stock options for the Company’s stock established from time to time by the
Company (“Trading Black Out Periods”) and (ii) upon any cessation or termination
of employment with the Company or its Affiliates for any reason, the undersigned
agrees that for a period of six (6) months following the effective date of any
termination of employment or, if later, for a period of six (6) months following
the date as of which the undersigned is no longer on the payroll of the Company
or its Affiliates, the undersigned shall continue to abide by all such Trading
Black Out Periods established from time to time by the Company; provided that in
no event shall the undersigned be prohibited from making a purchase or sale of
the Company’s stock or exercising stock options for the Company’s stock under
this paragraph 9 if such sale, purchase or exercise is made pursuant to a
written plan for trading securities within the meaning of Rule 10b5-1 under the
Securities  Exchange Act of 1934, as amended (a “10b5-1 Trading
Plan”), and such 10b5-1 Trading Plan is consistent with the Company’s insider
trading policy and has been approved by the Company.

     

    10.          
Change in Control.

     

    All
restrictions on any then outstanding Restricted Stock, as well as the Company’s repurchase option under
paragraph 2 above, shall lapse upon a Change in Control Event (as such
term is defined in the Plan).

    


    


     

    
      
        	 	
                Sincerely
      yours,

                 

                THE
      TALBOTS, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	[NAME]	 
	 	 	 	 
	 	 	 	 


      



    
    

     

     

     

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Agreed to
and accepted:

    


    _______________________________________

    [NAME]

    


    Date:
_____________________________, 200_