Amendment to The Talbots, Inc. 2003 Executive Stock Based Incentive Plan (as Amended Through February 28, 2008)
This amendment updates The Talbots, Inc. 2003 Executive Stock Based Incentive Plan, effective February 29, 2012. It changes how certain stock-based awards are treated if there is a change in control of the company. Specifically, restrictions on restricted stock will lapse, stock options and appreciation rights will become fully vested and exercisable, and performance awards will be paid as if targets were met. The amendment also clarifies that new award agreements after this date may have different terms as set by the committee.
Exhibit 10.8
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Approved by the Board of Directors on February 29, 2012
AMENDMENT TO
THE TALBOTS, INC. 2003 EXECUTIVE STOCK BASED INCENTIVE PLAN,
AS AMENDED THROUGH FEBRUARY 28, 2008
The Talbots, Inc. 2003 Executive Stock Based Incentive Plan (the “Plan”) is hereby amended effective as of February 29, 2012, as follows:
The first four sentences of Section 15(b) of the Plan are hereby deleted in their entirety and replaced with the following:
“Except as otherwise provided by the Committee and in a New Award Agreement, upon a Change in Control Event, (i) restrictions on Restricted Stock Awards shall lapse, (ii) Stock Options and Stock Appreciation Rights shall become immediately exercisable and fully vested, and (iii) payment shall be made with respect to a Performance Award based on the assumption that the performance achievement specified in the Award would have been attained by the end of the performance cycle. With respect to all other Awards, the effect of a Change in Control Event thereon shall be as determined from time to time by the Committee. For purposes of this Section 15(b), “New Award Agreement” means an agreement evidencing an Award granted or issued under the Plan with an effective date on or after February 29, 2012.”
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