Filed by Bowne Pure Compliance



 






EXHIBIT 10.1




AMENDMENT TO

EXECUTIVE TRANSITION AGREEMENT




AMENDMENT effective as of the 6th day of December, 2007, between The Bon-Ton Stores, Inc., a Pennsylvania
corporation (the “Company”), and Mr. M. Thomas Grumbacher (the “Executive”).



WHEREAS, the Company and the Executive are parties an Executive Transition Agreement dated as of February 1, 2005
(the “Transition Agreement”); and



WHEREAS, the parties wish to amend the Transition Agreement in certain respects.



NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereby agree as follows:



1. Capitalized Terms. Unless otherwise defined herein, capitalized terms used herein shall have the
respective meanings ascribed to such terms in the Transition Agreement.



2. Amendments to Transition Agreement. The Transition Agreement is hereby amended, as follows:




a. The first sentence of Section I. of the Transition Agreement is hereby amended by deleting
the words “Chairman of the Board” and substituting therefor the words “Executive Chairman of the
Board.”




b. The first sentence of Section II. of the Transition Agreement is hereby amended by changing
the date “January 31, 2008” to “January 31, 2010.”




c. The second sentence of Section II. of the Transition Agreement is hereby amended by deleting
the parenthetical language therein.




d. The last sentence of Section II. of the Transition Agreement is hereby deleted.




e. The first sentence of Section III.A. of the Transition Agreement is hereby amended to read
as follows:




“For each fiscal year of the Company during the Executive Term, i.e., the fiscal
years commencing on or about February 1, 2005, February 1, 2006, February 1, 2007,
February 1, 2008 and February 1, 2009 (each, a “Fiscal Year”), the Executive shall
receive a base salary of $650,000 per year, payable in accordance with the
Company’s normal payroll practices.”


 


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f. The fourth sentence of Section III.B. of the Transition Agreement is hereby amended to read
as follows:




“For the fiscal years of the Company beginning on or about February 1, 2007,
February 1, 2008 and February 1, 2009, the Executive shall be eligible for a target
bonus of 40% of Base Salary and a maximum bonus equal to 80% of his Base Salary.”




g. Section III.C.1. of the Transition Agreement is hereby restated in its entirety to read as
follows:




“Accelerated Vesting; Forfeiture. Notwithstanding any other provision of the
Agreement, in the event that (i) a Change in Control (defined below) of the Company
occurs prior to January 31, 2010, (ii) the Executive ceases to serve the Company
prior to January 31, 2010 as a result of his Disability (defined below) or death or
(iii) prior to January 31, 2010, the Executive and the Board mutually agree that
the Executive shall cease to serve as Chairman of the Board, all such Restricted
Shares then held by the Executive shall fully vest and any forfeiture restrictions
with respect thereto shall immediately lapse. Except as provided in the preceding
sentence, in the event that, prior to January 31, 2010, the Executive ceases to
serve as Chairman of the Board and such cessation of service is not the result of a
breach of this Agreement by the Company, then the Executive shall forfeit to the
Company all outstanding Restricted Shares.”




h. Section IV.A. of the Transition Agreement is hereby amended by adding the following sentence
to the end thereof:




“In addition, the Company shall continue to provide the Pinnacle Care Plan (or a
program providing comparable services) to Executive and his wife at no cost to them
during the Term and, thereafter, for the lifetime of each of them.”




i. Section IV.E. of the Transition Agreement is hereby amended by deleting the words “Effective
Date” and substituting therefor the words “December 6, 2007.”




j. Section IV.F. of the Transition Agreement is hereby restated in its entirety to read as
follows:




“F. Discounts. For the duration of the Executive’s life, the Executive shall continue to
be eligible to participate in the Company’s discount program.”


 


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k. Section VI. of the Transition Agreement is hereby restated in its entirety to read as
follows:




“VI. Limitation on Benefits. In the event that any payment or benefit received or to be
received by the Executive (including any payment or benefit received or to be received in
connection with a Change in Control or the termination of the Executive’s employment,
whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement)
(all such payments and benefits, including the Severance Payments, being hereinafter
referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax
imposed under Section 4999 of the Code (the “Excise Tax”), then the cash amounts otherwise
payable to Executive under clauses (ii) and (iii) of Section III.D. hereof shall be reduced,
but only if and to the extent necessary so that no portion of the Total Payments is subject
to the Excise Tax.”



3. Except as amended hereby, the Transition Agreement shall remain in full force and effect.



IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed and the Executive has hereunto set
his hand, effective as of the date first set forth above.




THE BON-TON STORES, INC.




By: /s/ Byron L. Bergren                         

Name: Byron L. Bergren

Title: Chief Executive Officer





/s/ M. Thomas Grumbacher                           


EXECUTIVE: M. THOMAS GRUMBACHER



 


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