ex10_2.htm


  
    Exhibit
      10.2

    THE
      TALBOTS, INC.

    


    2003
      EXECUTIVE STOCK BASED INCENTIVE PLAN

    


    RESTRICTED
      STOCK AGREEMENT

    


    


    November
      20, 2007

    


    The
      Talbots, Inc.

    One
      Talbots Drive

    Hingham,
      Massachusetts 02043

    


               The
      undersigned acknowledges receipt from The Talbots, Inc. (together with its
      subsidiaries, the “Company” or “Talbots”) of (i) this Restricted Stock Agreement
      providing the terms and conditions of a grant of restricted stock made on
      November 20, 2007 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 53,476 shares of Common Stock of the
      Company, $.01 par value (the “Restricted Stock”).

    


               The
      amount of $534.76 in full payment of the purchase price for each share of
      Restricted Stock (being $.01 per share) has been paid by the Company on behalf
      of the undersigned, as additional compensation to the undersigned.

    


               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 as follows: (i) fifty percent
                (50%)
                on October 4, 2008 and (ii) fifty percent (50%) on October 4,
                2009.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

               2.           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”) at 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 below)
      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 paragraphs 3(a), 3(b) and 3(c) hereof, prior to the expiration
      of
      the Restricted Period with respect to such unvested shares of Restricted Stock,
      and (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.  At your election, the
      Committee hereby authorizes you to satisfy any such withholding tax obligation
      in whole or in part by the Company withholding, or your 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 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.

    


               For
      purposes of this Agreement, “Affiliates” means all direct or indirect
      subsidiaries of the Company, including without limitation The J. Jill Group,
      Inc., as well as any other entity which is now or may later be directly or
      indirectly controlled by the Company.

    


    
      	
               

            	
              3.

            	
              Death
                or Disability; Termination without Cause or for Good Reason; Change
                in
                Control.

            


    

    


    
      	
               

            	
              (a)

            	
              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 his employment is terminated
                by
                reason of disability (as such term is defined in Paragraph 12 of
                the
                Plan), and any such event shall occur prior to the end of the Restricted
                Period with respect to any unvested Restricted Stock, the Committee
                shall
                immediately cancel the repurchase option described in paragraph 2
                hereof
                and any and all other restrictions on the unvested Restricted Stock
                subject to the Award; and such shares shall no longer be subject
                to the
                restrictions under paragraph 2 hereof and shall be deemed
                vested.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (b)

            	
              In
                the event that the undersigned’s employment is terminated without Cause
                (as defined below) by the Company or by an Affiliate, or in the event
                that
                the undersigned terminates his employment with the Company or an
                Affiliate
                for Good Reason (as defined below), 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 under paragraph 2 hereof and
                shall
                be deemed vested.

            


    

    


    
      	
               

            	
              (c)

            	
              If
                a Change in Control Event (as such term is defined in the Plan) occurs
                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 under
                paragraph 2 hereof and shall be deemed
                vested.

            


    

    


    
      	
               

            	
              (d)

            	
              For
                purposes of clarity, in the event that (i) the undersigned’s employment is
                terminated for Cause by the Company or by an Affiliate or (ii) the
                undersigned terminates his employment with the Company or an Affiliate
                without Good Reason, in each case prior to the end of the Restricted
                Period, then with respect to any then unvested Restricted Stock,
                the
                Company shall have the repurchase option described in paragraph 2
                above.

            


    

    


    “Termination
      without Cause,” “termination for Good Reason,” “termination for Cause” and
“termination without Good Reason” shall have the meanings set forth in the
      amended Employment Agreement between you and the Company dated November 20,
      2007
      (“Employment Agreement”).

    


    
      	
               

            	
              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, the Company shall pay to the undersigned, or in the event of his death,
      his personal representative, as the case may be, the $0.01 per share purchase
      price for such shares of repurchased Restricted Stock.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 NOVEMBER 20, 2007 BY
      AND
      BETWEEN PHILIP H. KOWALCZYK AND THE TALBOTS, INC. THE PLAN
      AND THE AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF
      THE
      TALBOTS, INC.”

    


    
      	 	 	(Place
              date stamp)


      	 	 	 


      	
               

            	
              (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 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 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, and that
      the
      undersigned will be free to sell the shares of Common Stock evidenced by such
      certificates not bearing such legend, 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 is then listed.  The Company will
      endeavor to keep such registration statement effective 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 him that such
      registration statement has become effective.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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 or as expressly set forth in the
      Employment 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 or 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 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.

    


    


    
      


      
        	
                 Executive:  

              	/s/
                Philip H. Kowalczyk 	 
	 	PHILIP
                H. KOWALCZYK	 


      

      


      


      Agreed:

      


      THE
        TALBOTS, INC.


                                                         
        
          	By:   	/s/
                  John Fiske 	 
	 	John
                  Fiske III
                  Senior
                    Vice President, 

                  Human
                    Resources

                	 


        

      

       

       

       

       

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