Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered into
as of this 19th day of July, 2005, by and between New York & Company, Inc., a
Delaware corporation (the "Company") and Luciano Manganella ("Manganella").
RECITALS
A.
WHEREAS, Manganella and Lerner New York, Inc., a subsidiary of the
Company, are parties to that certain Stock Purchase Agreement, dated the date
hereof (the "Purchase Agreement");
B.
WHEREAS, pursuant to the terms of the Purchase Agreement, the
Company has issued to Manganella, and has agreed, subject to certain conditions,
to issue to Manganella in the future, shares of common stock, par value $0.01
per share, of the Company ("Common Stock"); and
C.
WHEREAS, pursuant to the Purchase Agreement, the Company hereby
grants Manganella certain registration rights with respect to the Registrable
Securities.
NOW, THEREFORE, in consideration of the mutual representations, covenants and
agreements contained herein, the parties hereto agree as follows:
SECTION 1.
DEFINITIONS.
For purposes of this Agreement, the following definitions shall apply:
(A)
"BUSINESS DAY" SHALL MEAN ANY DAY ON WHICH COMMERCIAL BANKS ARE
NOT AUTHORIZED OR REQUIRED TO CLOSE IN THE UNITED STATES.
(B)
"HOLDER" MEANS MANGANELLA.
(C)
THE TERMS "REGISTER," AND "REGISTRATION" REFER TO REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), EFFECTED BY PREPARING
AND FILING A REGISTRATION STATEMENT IN COMPLIANCE WITH THE ACT, AND THE
DECLARATION OR ORDERING OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT OR
AMENDMENT THERETO.
(D)
"PERMITTED TRANSFER" MEANS A TRANSFER BY MANGANELLA TO A MEMBER OF
MANGANELLA'S IMMEDIATE FAMILY AND ANY TRANSFER TO A TRUST, FAMILY LIMITED
PARTNERSHIP OR SIMILAR ENTITY FOR ESTATE PLANNING PURPOSES.
(E)
"REGISTRABLE SECURITIES" MEANS (I) THE 350,000 SHARES OF COMMON
STOCK ISSUED TO MANGANELLA PURSUANT TO SECTION 1.2(A)(3) OF THE PURCHASE
AGREEMENT, (II) SHARES OF COMMON STOCK ISSUED TO MANGANELLA PURSUANT TO
SECTION 1.2(B) OF THE PURCHASE AGREEMENT, AND (III) ANY SHARES OF COMMON STOCK
ISSUED IN RESPECT OF THE COMMON STOCK DESCRIBED IN CLAUSE (I) OR (II) ABOVE BY
WAY OF STOCK SPLIT, STOCK DIVIDEND OR OTHER SIMILAR TRANSACTION. AS TO ANY SUCH
SHARES OF COMMON STOCK, THEY SHALL CEASE TO BE REGISTRABLE SECURITIES WHEN
(A) THEY HAVE BEEN ACQUIRED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) THEY
HAVE BEEN TRANSFERRED TO ANY PERSON (OTHER THAN IN A PERMITTED TRANSFER), OR
(C) THE OCCURRENCE OF THE RESTRICTION TERMINATION DATE THEREFOR.
(F)
"RESTRICTION TERMINATION DATE" MEANS AS TO ANY REGISTRABLE
SECURITIES, THE FIRST DATE AFTER SUCH REGISTRABLE SECURITIES ARE ISSUED TO A
HOLDER WHEN ALL OF THEM MAY LAWFULLY BE SOLD IN A RULE 144 SALE IN A SINGLE
TRANSACTION.
(G)
"RULE 144 SALE" MEANS A SALE OF COMMON STOCK TO THE PUBLIC THROUGH
A BROKER, DEALER OR MARKET-MAKER PURSUANT TO RULE 144 UNDER THE ACT (OR ANY
SUCCESSOR RULE OR REGULATION).
(H)
"TRANSFER" MEANS ANY DIRECT OR INDIRECT SALE, TRANSFER,
ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (WHETHER WITH OR WITHOUT
CONSIDERATION AND WHETHER VOLUNTARILY OR INVOLUNTARILY OR BY OPERATION OF LAW)
INCLUDING ANY DERIVATIVE TRANSACTION