-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TUBsMabuV2jdMN4OTqtUz9dtpY8Vx2tsjzH7etnzT5ognIGCTyi0hpWVDCX82uN8 SmoC7IBUrItGBvJsdamFRw== 0001181431-09-019249.txt : 20090406 0001181431-09-019249.hdr.sgml : 20090406 20090406140653 ACCESSION NUMBER: 0001181431-09-019249 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090402 FILED AS OF DATE: 20090406 DATE AS OF CHANGE: 20090406 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOGARTY JAMES P CENTRAL INDEX KEY: 0001224818 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-07258 FILM NUMBER: 09734608 MAIL ADDRESS: STREET 1: C/O WARNACO INC STREET 2: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHARMING SHOPPES INC CENTRAL INDEX KEY: 0000019353 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 231721355 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2152459100 MAIL ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 4 1 rrd239208.xml SAR GRANT X0303 4 2009-04-02 0 0000019353 CHARMING SHOPPES INC CHRS 0001224818 FOGARTY JAMES P 450 WINKS LANE BENSALEM PA 19020 1 1 0 0 President and CEO Stock Appreciation Right 1.82 2009-04-02 4 A 0 900000 D 2010-04-02 2016-04-01 Common Stock 900000 900000 D Stock Appreciation Right 1.82 2009-04-02 4 A 0 1100000 D 2016-04-01 Common Stock 1100000 1100000 D Stock appreciation rights ("SAR") exercisable for stock, granted for no consideration other than services. The grant is exempt under Rule 16b-3(d). The SAR will become exercisable as to 25% of the underlying shares on each of the first, second, third and fourth anniversaries of the date of grant (Transaction Date), subject to acceleration and early expiration in the event of certain terminations of employment. SARs will become exercisable only if the market price of Common Stock has appreciated by 20% above the $1.82 base price. Subject to achieving this price appreciation target, (i) the SARs will become exercisable at a rate of up to 25% per year at the beginning of the Company's FYs 2011 - 2014 (see footnote (4)); and (ii) a given vesting tranche may vest earlier if specified market price targets for the underlying shares are reached or exceeded ($2.40 per share in the current FY 2010; $3.50 per share during FY 2011; $5.00 during FY 2012, and $7.50 during FY 2013). However, SARs that become exercisable in a given FY are limited based on their aggregate in-the-money value at the time of vesting (the "Value Cap"), as follows: SARs vesting in FY 2010, $159,500; vesting in FY 2011, $1,000,000; vesting in FY 2012, $1,750,000; vesting in FY 2013, $10,340,500; vesting in FY 2014, $3,666.667; vesting in FY 2015 or after, $3,500,000 in any FY. [Continuation of Footnote (3)] If the Value Cap applies in one FY, vesting will occur immediately in the next FY to the extent of the available Value Cap in that next FY. Vesting will accelerate in certain circumstances upon a change in control or termination of employment, and the SARs may expire early following certain employment terminations. The Company's fiscal years begin as follows: FY 2011 begins January 31, 2010; FY 2012 begins January 30, 2011; FY 2013 begins January 29, 2012; and FY 2014 begins February 3, 2013. JAMES P FOGARTY 2009-04-02 -----END PRIVACY-ENHANCED MESSAGE-----