exv10w2









Exhibit 10.2




[DATE]




[Eligible Director]




Dear                     :



This will confirm that, in accordance with the Restated Directors Stock Plan (the “Plan”) of The
Talbots, Inc. (the “Company”), you have been granted an
Option for                      shares of Talbots common
stock effective
                     ___, ___ (“Grant Date”).




Details of Option Grant



The exercise price for each share of common stock subject to this Option is $                     per share,
which was the closing price of the common stock on the Grant Date as reported by the New York Stock
Exchange.



This Option shall vest for 100% of the shares covered by this Option on                      ___, ___, which is
the last business day of the Company’s ___ fiscal year. Vesting of all or a portion of the shares
covered by this Option may occur earlier under the terms included below. This Option may be
exercised only to the extent the Option is vested and exercisable. The Option will expire ten (10)
years from the Grant Date. This Option is subject to all of the terms of the Plan.




Performance Accelerated Vesting



To the extent not earlier vested, this Option shall vest, in increments, based on the achievement,
over a period of 15 trading days during any 20-consecutive trading day period, of a Closing Price
on the Company’s common stock equaling or exceeding the applicable threshold amounts set forth
below:




	 	 	 
	Vesting Percentage	 	Stock Price Threshold
	 
	[Insert Vesting Percentage]

	 	$[Insert Stock Price]
	[Insert Vesting Percentage]

	 	$[Insert Stock Price]
	[Insert Vesting Percentage]

	 	$[Insert Stock Price]





“Closing Price” means the closing price of Talbots common stock reported by the NYSE or the




 









 







principal securities exchange on which Talbots common stock is then listed or traded.



In the event of any stock split, stock dividend, split-up, spin-off, recapitalization, merger,
consolidation, reorganization, or other similar extraordinary corporate event, the Board of
Directors will equitably adjust the above Stock Price Thresholds to the extent (if any) the Board
determines that the adjustment is necessary or advisable to preserve the intended incentive and
benefit set forth above.




Vesting Upon Cessation of Board Membership



Upon your retirement, death, or any other cessation of your Board service for any reason (other
than for cause, or your unilateral decision to resign from the Board), any unvested shares of
Talbots common stock subject to the Option shall continue to vest and become exercisable following
such retirement, death or other cessation of Board service at the same time or times as such option
shares would otherwise have vested hereunder had such Board service continued. Upon a termination
of Board service for cause or such unilateral resignation, the Option as to any unvested shares
will automatically expire as of the effective date of the cessation of Board service.




Exercise Period Upon Cessation of Board Membership



Upon your retirement, death or other cessation of your Board service for any reason (other than for
cause), this Option will continue to be exercisable with all vested shares and any shares which
subsequently become vested in accordance with the terms of this Option, (i) for a period of three
(3) years following the effective date of your cessation of Board service or (ii) ninety (90) days
following the vesting date of those particular option shares which vest following cessation of
Board service, whichever period is greater. In no event, however, shall this Option be exercisable
after ten (10) years from the Grant Date.



Upon the cessation of Board service for cause, the exercise period for all vested shares will
continue for 90 days following the effective date of such cessation of Board service.




Vesting Upon a Change in Control Event



This Option, to the extent then outstanding and unvested, shall immediately vest upon a Change in
Control Event (as such term is defined in the Company’s 2003 Executive Stock Based Incentive Plan).




Sincerely,




	 	 	 	 	 
	 	THE TALBOTS, INC. 

 	 
	 	By:  	     
 	 
	 	 	     Richard T. O’Connell, Jr. 	 
	 	 	     Secretary, Board of Directors