EXHIBIT 10.2
THE BON-TON STORES, INC.
[QUALIFIED / NON-QUALIFIED] STOCK OPTION
THIS STOCK OPTION is granted as of ________________ by THE BON-TON STORES,
INC., a Pennsylvania corporation (the "Company"), to
____________________("Optionee").
W I T N E S S E T H
1) Grant. The Company hereby grants to Optionee an option (the "Option") to
purchase on the terms and conditions hereinafter set forth all or any part of an
aggregate of _____ shares of the Company's Common Stock, par value $.01 per
share (the "Option Shares"), at a purchase price of $______ per share (the
"Option Price"). This Option is granted pursuant to The Bon-Ton Stores, Inc.
Amended and Restated 2000 Stock Incentive Plan (the "Plan"). Capitalized terms
used herein shall have the same meaning as set forth in the Plan except to the
extent the context clearly requires otherwise. This Option is intended to be
consistent with the terms of the Plan and is subject in all regards to the terms
of the Plan. In any case in which there is a conflict between the terms of this
Option and the terms of the Plan, the conflict shall be resolved in favor of the
Plan. This Option is [not] intended to be an "incentive stock option" within the
meaning of Section 422(b) the Internal Revenue Code of 1986, as amended (the
"Code").
2) Term.
(a) General Rule. The Option shall vest and be exercisable in
installments, with each installment vesting and first exercisable on the
exercise date set forth below for the number of Option Shares set forth opposite
such exercise date.
Exercise Date Number of Option Shares
------------- -----------------------
The Option shall terminate in full at 5:00 p.m. York, Pennsylvania time on
_______________ unless sooner terminated under subsection 2(b), (c) or (d)
below. This Option may be exercised in whole or in part with respect to any
Option Shares that have vested and become exercisable, except that this Option
may in no event be exercised with respect to fractional shares.
(b) Termination of Employment. If the employment of Optionee by the
Company or its Affiliates (as defined below) should terminate for any reason
other than death or disability (within the meaning of subsection 22(e)(3) of the
Code) of Optionee, any non-vested Option shall terminate upon such termination
of employment, and any Option which is vested prior to termination of employment
shall terminate ninety (90) days from the date such employment terminates. In
the event Optionee's employment with the Company or its Affiliates terminates by
reason of Optionee's death or disability (within the meaning of subsection
22(e)(3) of the Code) of Optionee, the Option shall terminate one year from the
date such employment terminates. For purposes of this Option, the term
"Affiliate" shall mean a corporation which is a parent corporation
-1-
or a subsidiary corporation with respect to the Company within the meaning of
subsection 424(e) or (f) of the Code.
(c) Certain Transactions. In the event of a Change of Control (as
defined in the Plan), the Option shall terminate on any date specified by the
committee designated by the Board of Directors to administer the Plan (the
"Committee"). The Committee shall give Optionee at least thirty (30) days
written notice of an accelerated termination date pursuant to this subsection
2(c). If this subsection 2(c) shall become applicable, the Committee shall have
the right to amend this Option, without the consent of Optionee, as it deems
necessary or desirable.
(d) Forfeiture. If the Committee makes a finding, after full
consideration of the facts presented on behalf of both the Company and Optionee,
that Optionee (i) has breached any employment or service contract with the
Company or an Affiliate, or has been engaged in any act of disloyalty to the
Company or an Affiliate, including without limitation, fraud, embezzlement,
theft, commission of a felony or proven dishonesty in the course of Optionee's
employment or service, or (ii) has disclosed trade secrets of the Company or an
Affiliate, then the Option shall terminate on the date of such finding. In
addition to immediate termination of the Option, Optionee shall forfeit all
Option Shares for any exercised portion of the Option for which the Company has
not yet delivered the share certificates to Optionee upon refund by the Company
of the Option Price paid by Optionee with respect to such Option Shares.
3. Transfers. This Option is not transferable by Optionee otherwise than by
will or pursuant to the laws of descent and distribution in the event of
Optionee's death, in which event the Option may be exercised by the heirs or
legal representatives of Optionee, or pursuant to the terms of a "qualified
domestic relations order" as that term is defined in the Code and the Employee
Retirement Income Security Act of 1974, as amended. This Option may be exercised
during the lifetime of Optionee only by Optionee. Any attempt at assignment,
transfer, pledge or disposition of the Option contrary to the provisions hereof
or the levy of any execution, attachment or similar process upon the Option
shall be null and void and without effect. Any exercise of the Option by a
person other than Optionee shall be accompanied by appropriate proofs of the
right of such person to exercise the Option.
4. Method of Exercise and Payment. When exercisable under Section 2, this
Option may be exercised by written notice, pursuant to Section 8, to the
Company's Controller specifying the number of Option Shares to be purchased and,
unless the Option Shares are covered by a then current registration statement or
a Notification under Regulation A under the Securities Act of 1933, as amended
(the "Act"), and current registrations under all applicable state securities
laws, containing Optionee's acknowledgement, in form and substance satisfactory
to the Company, that Optionee (a) is purchasing such Option Shares for
investment and not for distribution or resale (other than a distribution or
resale which, in the opinion of counsel satisfactory to the Company, may be made
without violating the registration provisions of the Act or any state securities
laws), (b) has been advised and understands that (i) the Option Shares have not
been registered under the Act and are "restricted securities" within the meaning
of Rule 144 under the Act and are subject to restrictions on transfer, (ii) the
Company is under no obligation to register the Option Shares under the Act or to
take any action which would make available to Optionee any exemption from such
registration, and (c) has been advised and understands that such Option Shares
may not be transferred without compliance with all applicable federal and state
securities laws. The notice shall be accompanied by payment of the aggregate
Option Price of the Option Shares being purchased (a)
-2-
in cash, (b) by certified check payable to the order of the Company or (c) by a
combination of the foregoing. Such exercise shall be effective upon the actual
receipt by the Company's Controller of such written notice and payment. In
addition, except as provided below, Optionee may make payment in whole or in
part in shares of the Company's Common Stock held by the Optionee for more than
six months. If payment is made in whole or in part in shares of the Company's
Common Stock, then Optionee shall deliver to the Company certificates registered
in the name of Optionee representing shares of the Company's Common Stock
legally and beneficially owned by Optionee, free of all liens, claims and
encumbrances of every kind and having a Fair Market Value (as defined in the
Plan) on the date of delivery of such notice that is not greater than the Option
Price of the Option Shares with respect to which the Option is to be exercised,
accompanied by stock powers duly endorsed in blank by the record holder of the
shares represented by such certificates. Notwithstanding the foregoing, the
Committee, in its sole discretion, may refuse to accept shares of the Company's
Common Stock in payment of the Option Price. In that event, any certificates
representing shares of the Company's Common Stock which were delivered to the
Company shall be returned to Optionee with notice of the refusal of the
Committee to accept such shares in payment of the Option Price. Furthermore, the
Committee may impose such limitations and prohibitions on the use of shares of
the Company's Common Stock to exercise the Option as it deems appropriate.
5. Adjustments on Changes in Capitalization. In the event that, prior to
the delivery by the Company of all the Option Shares in respect of which the
Option is granted, there shall be a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Company's Common Stock and/or other outstanding equity
security or a recapitalization or other capital adjustment affecting the
Company's Common Stock or an equity security of the Company which is effected
without receipt of consideration by the Company, the remaining number of Option
Shares (or class of shares) subject to the Option and Option Price therefor
shall be adjusted in a manner determined by the Committee so that the adjusted
number of Option Shares (or class of shares) and the adjusted Option Price shall
be the substantial equivalent of the remaining number of Option Shares subject
to the Option and Option Price thereof prior to such change. For purposes of
this Section, no adjustment shall be made as a result of the issuance of the
Company's Common Stock upon the conversion of other securities of the Company
which are convertible into Common Stock.
6. Legal Requirements. If the listing registration or qualification of the
Option Shares upon any securities exchange or under any federal or state law, or
the consent or approval of any governmental regulatory body is necessary as a
condition of or in connection with the purchase of such Option Shares, the
Company shall not be obligated to issue or deliver the certificates representing
the Option Shares as to which the Option has been exercised unless and until
such listing, registration, qualification, consent or approval shall have been
effected or obtained. If registration is considered unnecessary by the Company
or its counsel, the Company may cause a legend to be placed on the Option Shares
being issued calling attention to the fact that they have been acquired by
Optionee for investment and have not been registered.
7. Administration. This Option has been granted pursuant to and is subject
to the terms and provisions of the Plan, as it may be amended from time to time.
All questions of interpretation and application of the Plan and this Option
shall be determined by the Committee. The Committee's determination shall be
final, binding and conclusive.
-3-
8. Notices. Any notice to be given to the Company shall be addressed to the
Controller of the Company at its principal executive office, and any notice to
be given to Optionee shall be addressed to Optionee at the address then
appearing on the personnel records of the Company or the Affiliate of the
Company by which Optionee is employed, or at such other address as either party
hereafter may designate in writing to the other. Any such notice shall be deemed
to have been duly given when personally delivered, by courier service such as
Federal Express, or by other messenger, or when deposited in the United States
mail, addressed as aforesaid, registered or certified mail, and with proper
postage and registration or certification fees prepaid.
9. Employment. Nothing herein contained shall affect the right of the
Company or any Affiliate to terminate Optionee's employment, services,
responsibilities, duties or authority to represent the Company or any Affiliate
at any time or for any reason whatsoever.
10. Withholding of Taxes. Whenever the Company proposes or is required to
deliver or transfer Option Shares in connection with the exercise of this
Option, the Company shall have the right to (a) require Optionee to remit to the
Company an amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for such Option Shares or (b) take whatever action
it deems necessary to protect its interest with respect to tax liabilities.
IN WITNESS WHEREOF, the Company has granted this Option on the day and year
first above written.
THE BON-TON STORES, INC.
By: ______________________________
ACCEPTED BY:
__________________________________
-4-