exhibit1024nov12008.htm


    
      
         


      

      
         


        
          
EXHIBIT
10.24

      

      
         


      

    


     

    


    


    CHARMING
SHOPPES, INC.

    INDUCEMENT
GRANT

    STOCK
APPRECIATION RIGHTS AGREEMENT

     

    Agreement
dated as of ________________________ (the “Grant Date”) between CHARMING
SHOPPES, INC. (the “Company”) and ____________________
(“Employee”).

     

    1. Grant of SAR; Consideration;
Employee Acknowledgments.

     

    The
Company hereby confirms the grant to the Employee on the Grant Date of a stock
appreciation right (the “SAR”) with respect to _____________ shares of the
Company’s common stock, par value $.10 per share (the “Shares”).  The
SAR represents the right to receive, at exercise, a number of Shares with a then
Fair Market Value equal to the appreciation in value of the Shares over the base
amount.  The base amount is $______ per share, which is the fair
market value of a Share on the Grant Date (the “Base Amount”).  This
grant is an "inducement grant" within the meaning of Nasdaq Marketplace Rule
4350(i) and Nasdaq interpretations thereunder and is made pursuant to the 2003
Incentive Compensation Plan which was re-approved by the Company’s Shareholders
on June 26, 2008.

     

    The
Employee shall be required to pay no consideration for the grant of the SAR
except for his or her agreement to become employed by the Company and to provide
services to the Company prior to exercise and his or her agreement to the terms
of this Stock Appreciation Rights Agreement (the “Agreement”), and any
interpretations and decisions of the Compensation Committee relating
hereto.  Although this SAR is not granted under the 2004 Stock Award
and Incentive Plan (the "Plan"), the terms of the Plan governing the rights and
obligations of an employee granted stock appreciation rights under the Plan
shall apply with equal force to this SAR, including any rules and regulations
under the Plan.  The Employee acknowledges and agrees that (i) the SAR
is nontransferable, except as provided in Section 9 hereof and under applicable
terms of the Plan, (ii) the SAR is subject to forfeiture in the event of
Employee’s termination of employment in certain circumstances, as specified in
Section 7 hereof, and (iii) sales of Shares will be subject to the Company’s
policies regulating trading by employees, including any applicable “blackout” or
other designated periods in which sales of Shares are not
permitted.

     

    2. Incorporation of Plan by
Reference.

     

    As stated
in Section 1 above, all of the terms, conditions and other provisions of the
Plan governing the rights and obligations of an employee granted stock
appreciation rights under the Plan are hereby incorporated by reference into
this Agreement.  Capitalized terms used in this Agreement but not
defined herein shall have the same meanings as in the Plan.  If there
is any conflict between the provisions of this Agreement and the provisions of
the Plan applicable by virtue of the preceding sentence, the provisions of the
Plan shall govern.  Employee hereby accepts
the grant of the SAR, acknowledges receipt of the Plan, and agrees to be bound
by all the terms and applicable provisions hereof and thereof (as presently in
effect or hereafter amended), and by all decisions and determinations of the
Board or Committee relating to the SAR and this Agreement.

       

    

     


    
      
        
           

        

         


      

      
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    3. Date When
Exercisable.

     

    (a) This SAR
may be exercised only if and to the extent that it has become exercisable as
specified in this Agreement.  Subject to Sections 6 and 7 below, and
all other terms and conditions of this Agreement, this SAR shall become
exercisable as follows:

     

    
      	
              One-third
      on the third anniversary of the date of grant

            
	
              One-third
      on the fourth anniversary of the date of grant

            
	
              One-third
      on the fifth anniversary of the date of
grant

            


    

    


    (b) The
number of Shares with respect to which the SAR may be exercised shall be
cumulative but shall not exceed 100% of the Shares subject to the
SAR.  If the foregoing schedule would produce fractional Shares, the
number of Shares for which the SAR becomes exercisable shall be rounded to the
nearest whole Share.  The SAR shall expire at 5:00 p.m. on the day
before the seventh anniversary of the Grant Date, unless the SAR terminates on
an earlier date as provided herein.

     

    4. Method of
Exercise.

     

    (a) The SAR
may be exercised, to the extent the SAR is then vested and exercisable, by
delivery to and receipt by the Secretary of the Company at 3750 State Road,
Bensalem, Pennsylvania 19020, of a written notice, signed by the Employee,
specifying the portion of the vested SAR that the Employee wishes to
exercise.  Simultaneous with or as soon as practicable after the
receipt of such notice, the Company shall deliver to the Employee a number of
whole Shares that will be determined by dividing the Stock Appreciation by the
Fair Market Value of a Share on the date of exercise, less applicable tax
withholding.  “Stock Appreciation” shall mean the amount that results
from multiplying (i) the number of Shares as to which the SAR is exercised by
(ii) the amount by which the Fair Market Value of a Share on the date of
exercise exceeds the Base Amount.  Only whole Shares will be delivered
pursuant to the exercise of the SAR.

     

    (b) Upon
exercise of the SAR, the Company will deliver a stock certificate for the Shares
to be delivered, with any requisite legend affixed.  Such exercise may
include instructions to the Company to deliver Shares due upon exercise of the
SAR to any registered broker or dealer designated by the Committee in lieu of
delivery to the Employee.  Such instructions must designate the
account into which the Shares are to be deposited.  The method of
exercise and related matters governed by this Section 4 shall be subject to
Rules and Regulations (under the Plan or otherwise) adopted by the Committee and
in effect at the time the Employee’s notice of exercise is received by the
Company; such Rules and Regulations may vary from or limit the procedures
specified in this Section 4, and may specify other methods of
exercise.  Upon exercise of any
portion of the SAR, the exercised portion of the SAR shall terminate and cease
to be outstanding.

     


    
      
         


      

      
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    (c) If, on
the date on which the vested SAR will terminate according to its terms, the
Executive has not given the Company written notice of exercise, and if the Stock
Appreciation amount is a positive number, then the outstanding vested portion of
the SAR shall be automatically exercised and taxes shall be withheld as
described in Section 5 below.

     

    5. Tax
Withholding.

     

    The
Company will withhold from the Shares to be delivered upon the exercise of the
SAR a sufficient number of such Shares to satisfy the minimum federal, state and
local tax withholding obligations relating to the SAR exercise.  The
Shares withheld will be valued at the Fair Market Value, determined in such
manner as may be specified and applicable under the Plan.

     

    6. Change of Control
Provisions.

     

    (a) Acceleration of
Exercisability.  In the event of a Change of Control (as
defined in the Plan) at a time when the Employee is employed by the Company or
any of its subsidiaries, this SAR shall become immediately and fully exercisable
immediately prior to the occurrence of such Change of Control.

     

    (b) Exercise after a Change of
Control; Adjustments.  In the event of the Employee’s
Termination after a Change of Control, the vested SAR, to the extent then
outstanding, shall be exercisable for the applicable time period described in
Section 7(a)(ii), (iii), (iv), (v) or (vi) (determined without regard to any
requirement that the Termination occur at least one year after the Grant
Date).  In the event of a Change of Control, the Committee may make
such adjustments and take such other actions with respect to outstanding SARs as
the Committee deems appropriate pursuant to Section 10(c) of the
Plan.  In any event, Employee shall have a legal right to an
adjustment to the number of Shares subject to the SAR, the Base Amount, and
other relevant terms in the event of an "equity restructuring" as defined in
Financial Accounting Standard Number 123R, with the manner of such adjustment to
be determined by the Committee.

     

    (c) Definitions of Certain
Terms.  For purposes of this Agreement, the following
definitions shall apply:

     

    (i) “Beneficial Owner,”
“Beneficially Owns,” and “Beneficial Ownership” shall have the meanings ascribed
to such terms for purposes of Section 13(d) of the Exchange Act and the rules
thereunder, except that, for purposes of this Section 6, “Beneficial Ownership”
(and the related terms) shall include Voting Securities that a Person has the
right to acquire pursuant to any agreement, or upon exercise of conversion
rights, warrants, options or otherwise, regardless of whether any such right is
exercisable within 60 days of the date as of which Beneficial Ownership is to be
determined.

     


    
      
         


      

      
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    (ii) “Change of Control” means and
shall be deemed to have occurred if

     

    (1) any
Person, other than the Company or a Related Party, acquires directly or
indirectly the Beneficial Ownership of any Voting Security of the Company and
immediately after such acquisition such Person has, directly or indirectly, the
Beneficial Ownership of Voting Securities representing 20 percent or more of the
total voting power of all the then-outstanding Voting Securities;
or

     

    (2) those
individuals who as of Grant Date constitute the Board or who thereafter are
elected to the Board and whose election, or nomination for election, to the
Board was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors as of Grant Date or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the members of the Board; or

     

    (3) there is
consummated a merger, consolidation, recapitalization or reorganization of the
Company, a reverse stock split of outstanding Voting Securities, or an
acquisition of securities or assets by the Company (a “Transaction”), other than
a Transaction which would result in the holders of Voting Securities having at
least 80 percent of the total voting power represented by the Voting Securities
outstanding immediately prior thereto continuing to hold Voting Securities or
voting securities of the surviving entity having at least 60 percent of the
total voting power represented by the Voting Securities or the voting securities
of such surviving entity outstanding immediately after such Transaction and in
or as a result of which the voting rights of each Voting Security relative to
the voting rights of all other Voting Securities are not altered;
or

     

    (4) there is
implemented or consummated a plan of complete liquidation of the Company or sale
or disposition by the Company of all or substantially all of the Company’s
assets other than any such transaction which would result in Related Parties
owning or acquiring more than 50 percent of the assets owned by the Company
immediately prior to the transaction.

     

    (iii) “Person” shall have the
meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules
thereunder.

     

    (iv) “Related Party” means (A) a
majority-owned subsidiary of the Company; or (B) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
majority-owned subsidiary of the Company; or (C) a corporation owned directly or
indirectly by the shareholders of the Company in substantially the same
proportion as their ownership of Voting Securities; or (D) if, prior to any
acquisition of a Voting Security which would result in any Person Beneficially
Owning more than ten percent of any outstanding class of Voting Security and
which would be required to be reported on a Schedule 13D or an amendment
thereto, the Board approved the initial transaction giving rise to an increase
in Beneficial Ownership in excess of ten percent and any subsequent transaction
giving rise to any further increase in Beneficial Ownership; provided, however,
that such Person has not, prior to obtaining Board approval of any such
transaction, publicly announced an intention to take actions which, if
consummated or successful (at a time such Person has not been deemed a “Related
Party”), would constitute a Change of Control.

     


    
      
         


      

      
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    (v) “Voting Securities” means any
securities of the Company which carry the right to vote generally in the
election of directors.

     

    7. Termination of
Employment.

     

    (a) This SAR
shall terminate and no longer be exercisable at the earlier of (i) the scheduled
expiration time of the SAR, as set forth in Section 3(b) above, or (ii) the
earliest time specified below at or following a termination of employment of the
Employee.  In the event of termination of employment, the SAR shall be
exercisable as follows:

     

    (i) The SAR
shall terminate at the time of voluntary or involuntary termination of the
Employee’s employment with the Company and its subsidiaries for any reason at
any time prior to the expiration of one year after the Grant Date of this SAR
(except as provided in Section 6(b)), other than by reason of the Employee’s
death, permanent disability or Retirement.

     

    (ii) The SAR
shall continue in effect until the expiration of three months after the
voluntary or, if for Cause, the involuntary termination of the Employee’s
employment with the Company and its subsidiaries, in either case at any time
after the expiration of one year after the Grant Date of this SAR (except as
provided in Section 6(b)), during which three-month period this SAR shall be
exercisable only to the extent that it was exercisable at the date of the
Employee’s termination of employment.

     

    (iii) The SAR
shall continue in effect until the expiration of one year after the involuntary
termination of the Employee’s employment, other than for reasons of Cause,
permanent disability or Retirement, with the Company and its subsidiaries at any
time after the expiration of one year after the Grant Date of this SAR (except
as provided in Section 6(b)), during which one-year period this SAR shall be
exercisable with respect to the number of Shares as to which the SAR was
exercisable at the date of the Employee’s termination of employment, plus the
number of additional Shares (if any) as to which the SAR would have become
exercisable on the next anniversary of the Grant Date pursuant to Section 3(a)
in the absence of a termination (but disregarding any other event occurring
prior to that date).

     

    (iv) The SAR
shall continue in effect until the expiration date of the SAR as set forth in
Section 3(b), if the Employee’s termination results from the Employee’s
retirement at age 62 or thereafter (“Retirement”), provided that (i) during the
period between Retirement and the expiration date of the SAR (the
“Exercisability Period”), the SAR shall continue to be exercisable by the
Employee at such times and to the same extent that it would have been
exercisable had the Employee continued his employment throughout the
Exercisability Period, and (ii) the SAR (whether or not then exercisable) will
immediately terminate if, during the Exercisability Period, Employee (A)
directly or indirectly owns any equity or proprietary interest in any Competitor
(as defined below) of the Company (except for ownership of shares in a publicly
traded company not exceeding five percent of any class of outstanding
securities), or is

     


    
      
         


      

      
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    an
employee, agent, director, advisor, or consultant to or for, any Competitor of
the Company in the United States, whether on his or her own behalf or on behalf
of any person, and is involved in the procuring, sale, marketing, promotion, or
distribution of any product or product lines competitive with any product or
product lines of the Company at the time of Employee’s Retirement, or if
Employee assists in, manages, or supervises any of the foregoing activities, or
(B) undertakes any action to induce or cause any supplier to discontinue any
part of its business with the Company, or (C) attempts to induce any merchant,
buyer, or manager or higher level employee of the Company to terminate his or
her employment with the Company, or (D) discloses confidential or proprietary
information of the Company to any person, firm, corporation, association, or
other entity for any reason or purpose whatsoever, or makes use of any such
information for his or her own purposes, so long as such information has not
otherwise been disclosed to the public or is not otherwise in the public domain
except as required by law or pursuant to administrative or legal
process.  As a condition to the continuation of the SAR in the
Exercisability Period, Employee shall be required to enter into an agreement not
to engage in the activities described above and containing other customary terms
and conditions.

     

    (v) The SAR
shall continue in effect until the expiration of one year after the Employee’s
death if the Employee dies while employed by the Company or any of its
subsidiaries, during which one-year period this SAR shall be exercisable in
full.

     

    (vi) The SAR
shall continue in effect until the expiration of one year after the termination
of the Employee’s employment with the Company and its subsidiaries by reason of
the Employee’s permanent disability, during which one-year period this SAR shall
be exercisable in full.

     

    (b) Any
portion of the SAR that is not exercisable at the date of termination of
employment and that will not become exercisable thereafter pursuant to Section
7(a) shall terminate as of the Employee’s termination
date.  Notwithstanding anything in this Section 7 to the contrary, in
no event may the SAR be exercised after the expiration date of the SAR as set
forth in Section 3(b).

     

    (c) For
purposes hereof, “Cause” shall mean:  (i) the Employee’s willful and
continued failure to substantially perform his or her duties with the Company
(other than any such failure resulting from disability or occurring after
issuance by the Employee of a notice of termination), after a written demand for
substantial performance is delivered to the Employee that specifically
identifies the manner in which the Company believes that the Employee has
willfully failed to substantially perform his or her duties, and after the
Employee has failed to resume substantial performance of his or her duties on a
continuous basis within 30 calendar days of receiving such demand; (ii) the
Employee’s willfully engaging in conduct (other than conduct covered under (i)
above) which is demonstrably and materially injurious to the Company, monetarily
or otherwise; or (iii) the Employee’s having been convicted of a
felony.  For purposes of this subparagraph, no act, or failure to act,
on the Employee’s part shall be deemed “willful” unless done, or omitted to be
done, by the Employee not in good faith and without reasonable belief that the
action or omission was in the best interests of the Company.

     


    
      
         


      

      
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    (d) For
purposes hereof, the existence of a “permanent disability” shall be determined
by, or in accordance with criteria and standards adopted by, the
Committee.

     

    (e) For
purposes hereof, “Competitor” means any individual or organization that
procures, sources, markets, promotes, sells or distributes any products or
product lines that are, or are actually planned or under consideration to be,
procured, sourced, marketed, promoted, sold or distributed by the Company during
Employee’s employment by the Company.

     

    (f) Except as
provided in Section 8, an Employee shall not be deemed to have terminated his
employment for purposes of this Section 7 if his or her employment terminates
with the Company but thereafter continues with one of the Company’s subsidiaries
or terminates with a subsidiary but thereafter continues with the Company or
another subsidiary.

     

    8. Change in Job
Status.

     

    Should
the Employee’s job classification change, and as a result of such change the
Committee determines, in its sole discretion and prior to any Change of Control,
that the Employee is no longer employed in a position which would enable the
Employee to contribute to the success of the Company on at least as great a
level as that to which the Employee was enabled by his prior job classification,
then the Committee may deem the Employee’s employment with the Company or its
subsidiaries to have been terminated involuntarily (but not for cause) in
respect of all or a portion of this SAR.

     

    9. Limits on Transfer of SARs;
Beneficiaries.

     

    No right
or interest of a participant in this SAR shall be pledged, encumbered or
hypothecated to or in favor of any third party or shall be subject to any lien,
obligation or liability of the Employee to any third party.  This SAR
shall not be transferable to any third party by the Employee otherwise than by
will or the laws of descent and distribution, and this SAR shall be exercisable,
during the lifetime of the Employee, only by the Employee; provided, however,
that the Employee will be entitled to designate a beneficiary or beneficiaries
to exercise his or her rights under this SAR upon the death of the Employee, in
the manner and to the extent permitted by the Committee under Rules and
Regulations adopted by the Committee under the Plan, and the Committee may
permit transfers otherwise to the extent permitted under the Plan.

     

    10. Investment
Representation.

     

    Unless,
at the time of any exercise of this SAR, the issuance and delivery of Shares
hereunder to the Employee is registered under a then-effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”),
and complies with all applicable registration requirements under state
securities laws, the Employee shall provide to the Company, as a condition to
the valid exercise of this SAR and the delivery of any certificates representing
Shares, appropriate evidence, satisfactory in form and substance to the Company,
that he or she is acquiring the Shares for investment and not with a view to the
distribution of the Shares or any interest in the Shares, and a representation
to the effect that the Employee shall make no sale or other disposition of the
Shares unless (i) the Company shall have received an opinion of
counsel

     


    
      
         


      

      
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    satisfactory
to it in form and substance that such sale or other disposition may be made
without registration under the then-applicable provisions of the Securities Act,
the related rules and regulations of the Securities and Exchange Commission, and
applicable state securities laws and regulations, or (ii) the sale or other
disposition of the Shares shall be registered under a currently effective
registration statement under the Securities Act and complies with all applicable
registration requirements under state securities laws.  The
certificates representing the Shares may bear an appropriate legend giving
notice of the foregoing restriction on transfer of the Shares, and any other
restrictive legend deemed necessary or appropriate by the
Committee.

     

    11. Miscellaneous.

     

    This
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties.  This Agreement constitutes the entire
agreement between the parties with respect to the SAR, and supersedes any prior
agreements or documents with respect to the SAR.  No amendment,
alteration, suspension, discontinuation or termination of this Agreement which
may impose any additional obligation upon the Company or materially impair the
rights of the Employee with respect to the SAR shall be valid unless in each
instance such amendment, alteration, suspension, discontinuation or termination
is expressed in a written instrument duly executed in the name and on behalf of
the Company and by the Employee.

     

    
      	
              CHARMING
      SHOPPES, INC.

            
	 
	
              ___________________________________

            
	
              (Authorized
      Officer)

            
	 
	
              EMPLOYEE:

            
	 
	
              ___________________________________

            


    

    


     

    


     

    


     

    


     

    


     

    


     


    
      
         


      

      
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