EX-10.47






Exhibit 10.47




EXECUTION COPY




RESTRICTED STOCK AGREEMENT




          THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of January 29, 2009, by and
between Frederick’s of Hollywood Group Inc., a New York corporation (the “Company”), and Thomas
Lynch (the “Employee”).




          WHEREAS, on January 29, 2009, pursuant to the terms and conditions of the Company’s 2000
Performance Equity Plan (the “Plan”), the Board of Directors of the Company (the “Board”)
authorized the issuance to the Employee, effective on the date hereof, of 100,000 shares of the
authorized but unissued common stock of the Company, $.01 par value (“Shares”), conditioned upon
the Employee’s acceptance thereof upon the terms and conditions set forth in this Agreement and
subject to the terms of the Plan; and




          WHEREAS, the Employee desires to acquire the Shares on the terms and conditions set forth in
this Agreement and subject to the terms of the Plan;




          IT IS AGREED:




     1. Grant of Shares.



          1.1 The Company hereby issues to the Employee 100,000 Shares on the terms and conditions set
forth herein. Subject to Section 3 below, the Shares shall be subject to forfeiture in the event
of (a) the termination of Employee’s employment or (b) if Employee does not purchase a minimum of
250,000 shares of the Company’s common stock in the open market for his own account under a Rule
10b5-1 trading plan to be entered into during the first open window period during which Employee is
able to enter into a 10b5-1 trading plan in accordance with the terms of the Company’s Insider
Trading Policy (the “Stock Purchase”) prior to the following dates: (i) prior to January 2, 2010,
all 100,000 shares shall be subject to forfeiture even if the Stock Purchase has been completed
prior to January 2, 2010, (ii) on or after January 2, 2010 and prior to January 2, 2011, 50,000
shares shall be subject to forfeiture only if the Stock Purchase has been completed prior to
January 2, 2010; if the Stock Purchase has not been completed prior to such date, then all 100,000
shares shall be subject to forfeiture and (iii) on or




 









 







after January 2, 2011, no shares shall be subject to forfeiture only if the Stock Purchase has
been completed prior to January 2, 2011; if the Stock Purchase has not been completed prior to such
date, then all 100,000 shares shall be subject to forfeiture (each a “Restriction Period” with
respect to the applicable number of Shares). The Shares shall be represented by two stock
certificates registered in the name of the Employee, each representing 50,000 Shares. Both
certificates (“Share Certificates”) shall bear the legends set forth in Sections 6(vi) and 6(vii)
of this Agreement. The Share Certificates shall be deposited with the Company, together with stock
powers endorsed in blank by the Employee and signature Medallion Guaranteed, which will permit
transfer to the Company of the Shares represented by each such Share Certificate that is forfeited
or shall not become vested in accordance with the terms of this Agreement and the Plan.




          1.2 After issuance, the Shares shall constitute issued and outstanding shares of common stock
of the Company for all corporate purposes, and the Employee shall have the right to vote such
Shares, to receive and retain all cash dividends as the Board may, in its sole discretion, pay on
such Shares, and to exercise all of the rights, powers and privileges of a holder of common stock
with respect to such Shares, except that (a) the Employee shall not be entitled to delivery of a
Share Certificate until the Shares represented by such Share Certificate vest in accordance with
Section 1.3 below and (b) other than cash dividends as the Board, in its sole discretion,
distributes, the Company will retain custody of all distributions (“Retained Distributions”) made
or declared with respect to the Shares (and such Retained Distributions will be subject to the same
restrictions, terms and conditions as applicable to the Shares) until such time, if ever, as the
Shares with respect to which such Retained Distributions shall have been distributed have become
vested.




          1.3 If the Employee is still an employee of the Company at the end of a Restriction Period and
the Stock Purchase has been completed during the applicable Restriction Period as set forth in
Section 1.1, all of the Shares that are no longer subject to forfeiture, and the Retained
Distributions with respect thereto, shall vest and shall no longer be subject to forfeiture by the
Employee. After the date that any Shares become vested, the Company shall instruct its transfer
agent to issue and deliver to the Employee a new certificate for the Shares, which certificate
shall not bear the legend set forth in Section 6(vii). If, at any time prior to the vesting




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of any Shares in accordance with the first sentence of this Section 1.3, the Employee’s
employment with the Company is terminated for any reason, subject to the provisions of Section 3,
or the Stock Purchase has not been completed in accordance with Section 1.1, then the Shares that
have not then vested (and the Retained Distributions with respect thereto) shall be forfeited to
the Company and the Employee shall not thereafter have any rights with respect to such Shares. In
such event, the Company is authorized by the Employee to complete the stock powers to transfer the
Shares to the Company and deliver the Share Certificates and stock powers to the Company’s transfer
agent to return the Shares to the status of authorized but unissued shares of common stock.




          1.4 “Employment”. The Employee shall be considered to be employed by the Company
pursuant to this Section 1 if the Employment Agreement dated as of January 29, 2009 between the
Company and the Employee, as it may be amended from time to time (“Employment Agreement”), has not
been terminated by either party.




          1.5 No Right to Employment. Nothing in the Plan or in this Agreement shall confer on
the Employee any right to continue in the employ of, or other relationship with, the Company (or
with any parent, subsidiary or affiliate of the Company) or limit in any way the right of the
Company (or of any parent, subsidiary or affiliate of the Company) to terminate the Employee’s
employment or other relationship with the Company (or with any parent, subsidiary or affiliate of
the Company) at any time, with or without cause.




     2. Withholding Tax. Not later than the date as of which an amount first becomes
includible in the gross income of the Employee for federal income tax purposes with respect to the
Shares, the Employee shall pay to the Company, or make arrangements satisfactory to the Company
regarding the payment of, any federal, state and local taxes of any kind required by law to be
withheld or paid with respect to such amount. Notwithstanding anything in this Agreement to the
contrary, the obligations of the Company under the Plan and pursuant to this Agreement shall be
conditional upon such payment or arrangements with the Company and the Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due to the Employee from the Company.



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     3. Special Vesting in Certain Circumstances. If Employee’s employment is terminated
by the Company for any reason other than (i) death, (ii) Disability (as defined in the Employment
Agreement) or (iii) for Cause (as defined in the Employment Agreement), or if Employee terminates
his employment for Good Reason (as defined in the Employment Agreement), then all of the Shares
that would otherwise have vested on each of January 2, 2010 and January 2, 2011 shall continue to
vest as scheduled, provided that the Stock Purchase has been completed in accordance with Section
1.1.



     4. Nonassignability of Shares. The Shares shall not be assignable or transferable
until they have vested.



     5. Company Representations. The Company hereby represents and warrants to the
Employee that:



          (i) the Company, by appropriate and all required action, is duly authorized to enter into this
Agreement and consummate all of the transactions contemplated hereunder; and




          (ii) the Shares, when issued and delivered by the Company to the Employee in accordance with
the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.




     6. Employee Representations. The Employee hereby represents and warrants to the
Company that:



          (i) he is acquiring the Shares for his own account and not with a view towards the
distribution thereof;




          (ii) he has received a copy of all reports and documents required to be filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (“Exchange Act”) within the last twenty-four (24) months and all reports issued by the
Company to its shareholders;




          (iii) he understands that he must bear the economic risk of the investment in the Shares,
which cannot be sold by him unless they are registered under the Securities Act of




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1933, as amended (“Securities Act”), or an exemption therefrom is available thereunder;
provided that he understands that the Company is under no obligation to register the Shares for
sale under the Securities Act;




          (iv) in his position with the Company, he has had both the opportunity to ask questions and
receive answers from the officers and directors of the Company and all persons acting on its behalf
concerning the terms and conditions of the offer made hereunder and to obtain any additional
information to the extent the Company possesses or may possess such information or can acquire it
without unreasonable effort or expense necessary to verify the accuracy of the information obtained
pursuant to clause (ii) above;




          (v) he is aware that the Company shall place stop transfer orders with its transfer agent
against the transfer of the Shares in the absence of registration under the Securities Act or an
exemption therefrom as provided herein;




          (vi) in the absence of an effective registration statement under the Securities Act, the
certificates evidencing the Shares shall bear the following legend:





“The securities represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of 1933, as
amended, or applicable state securities laws and may not be sold or
transferred in the absence of such registration or pursuant to an exemption
therefrom under said Act and such laws, supported by an opinion of counsel,
reasonably satisfactory to the Company and its counsel, that such
registration is not required.”




; and



          (vii) he understands that the certificates evidencing the Shares shall also bear the following
legend:





“The shares represented by this certificate have been acquired pursuant to a
Restricted Stock Agreement, dated as of January 29, 2009, a copy of which is
on file with the Company, and may not be transferred, pledged or disposed of
except in accordance with the terms and conditions thereof.”



     7. Restriction on Transfer of Shares. Notwithstanding anything in this Agreement to
the contrary, and in addition to the provisions of Section 4 of this Agreement, the Employee



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hereby agrees that he shall not sell, transfer by any means or otherwise dispose of the Shares
acquired by him without registration under the Securities Act, or in the event that they are not so
registered, unless (i) an exemption from the Securities Act registration requirements is available
thereunder, and (ii) the Employee has furnished the Company with notice of such proposed transfer
and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be
so exempt.



     8. Miscellaneous.



          8.1 Notices. All notices, requests, deliveries, payments, demands and other
communications that are required or permitted to be given under this Agreement shall be in writing
and shall be either delivered personally or by private courier (e.g., Federal Express), or sent by
registered or certified mail, return receipt requested, postage prepaid, to the parties at their
respective addresses set forth herein, or to such other address as either party shall have
specified by notice in writing to the other. Notice shall be deemed duly given hereunder when
delivered or mailed as provided herein.




          8.2 Plan Paramount; Conflicts with Plan. This Agreement shall, in all respects, be
subject to the terms and conditions of the Plan, whether or not stated herein. In the event of a
conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of
the Plan shall in all respects be controlling.




          8.3 Waiver. The waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other or subsequent breach.




          8.4 Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. This Agreement may not be amended except in
writing executed by the Employee and the Company.




          8.5 Binding Effect; Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and, to the extent not prohibited herein, their respective heirs,
successors, assigns and representatives. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto and as provided above, their




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respective heirs, successors, assigns and representatives any rights, remedies, obligations or
liabilities.




          8.6 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to choice of law provisions.




          8.7 Headings. The headings contained herein are for the sole purpose of convenience
of reference, and shall not in any way limit or affect the meaning or interpretation of any of the
terms or provisions of this Agreement.




          8.8 Section 409A. This Agreement is intended to comply with the provisions of Section
409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). To the extent that the
Shares or any payments or benefits provided hereunder are not considered compliant with Section
409A, the parties agree that the Company shall take all actions necessary to make such payments
and/or benefits become compliant.




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     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first
above written.



	 	 	 	 	 	 	 	 	 
	EMPLOYEE	 	 	 	FREDERICK’S OF HOLLYWOOD GROUP INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Thomas Lynch

	 	 	 	By:
	 	/s/ Peter Cole
	 	 
	 

	 	 	 	 	 	 	 	 
	THOMAS LYNCH

	 	 	 	 	 	Peter Cole	 	 
	 

	 	 	 	 	 	Executive Chairman	 	 
	 
	 	 	 	 	 	 	 	 
	Address of Employee:	 	 	 	Address of Company:	 	 
	 	 	 	 	1115 Broadway	 	 
	 	 	 	 	New York, New York 10010	 	 






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