United Retail Group Inc/De Sample Contracts

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EXHIBIT 10.3 AMENDMENT AGREEMENT
Agreement • April 21st, 2000 • United Retail Group Inc/De • Retail-women's clothing stores
PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT
United Retail Group Inc/De • April 20th, 1998 • Retail-women's clothing stores • Ohio
AMENDMENT NO. 9
United Retail Group Inc/De • April 23rd, 1997 • Retail-women's clothing stores
AMENDMENT NO. 9
United Retail Group Inc/De • June 16th, 1997 • Retail-women's clothing stores
1 FINANCING AGREEMENT THE CIT GROUP/BUSINESS CREDIT, INC. AS AGENT AND LENDER
Financing Agreement • September 15th, 1997 • United Retail Group Inc/De • Retail-women's clothing stores • New York
AMENDMENT NO. 10
United Retail Group Inc/De • June 16th, 1997 • Retail-women's clothing stores
SEVERANCE PAY AGREEMENT
Severance Pay Agreement • December 7th, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

This Severance Pay Agreement (the “Agreement”), dated ___________, 20__ (the “date first set forth above”) between United Retail Incorporated, a Delaware corporation, with principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662 (the “Company”) and the undersigned officer of the Company (the “Executive”).

RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 19th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores

Agreement made as of the 15th day of June, 2007 (referred to herein as “the date first set forth above”), between UNITED RETAIL GROUP, INC., a Delaware corporation, with principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662-6563 (the “Company”), and RAPHAEL BENAROYA, residing at 179 Lincoln Street, Englewood, New Jersey 07631 (the “Executive”).

RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 9th, 2004 • United Retail Group Inc/De • Retail-women's clothing stores

Agreement made as of the 3rd day of September, 2004 (referred to herein as “the date first set forth above”), between UNITED RETAIL GROUP, INC., a Delaware corporation, with principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662-6563 (the “Company”), and GEORGE R. REMETA, residing at 25 Lee Way, Oakland, New Jersey 07436 (the “Executive”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

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SHARE TENDER AGREEMENT
Share Tender Agreement • September 12th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores • Delaware

This SHARE TENDER AGREEMENT (this “Agreement”), is dated as of September 10, 2007 (this “Agreement”), by and among Redcats USA, Inc., a Delaware corporation (“Parent”), Boulevard Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), United Retail Group, Inc., a Delaware corporation (the “Company”), and Raphael Benaroya, in his capacity as stockholder of the Company (the “Stockholder”).

INCENTIVE STOCK OPTION AGREEMENT
Stock Option Agreement • September 7th, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

We are pleased to inform you that, as a key associate of United Retail Group, Inc. (herein called the “Company”) or one of its subsidiaries, you have been granted an option under the Company’s 2006 Equity-Based Compensation and Performance Incentive Plan (herein called the “Plan”). The option gives you the right to purchase units, consisting of one share of common stock, $.001 par value per share, with a stock purchase warrant attached (herein collectively called “shares”) of the Company, subject to your acceptance of the award as provided in Section 1 below and the terms and conditions that follow in this letter agreement or are contained in the Plan. The date of the grant evidenced by this letter agreement (herein called the date of grant), the date the option expires, the maximum number of shares the option entitles you to purchase and the exercise price per share are set forth above. (The option is intended to be an “incentive stock option” within the meaning of Section 422A of the

RESTATED SEVERANCE PAY AGREEMENT
Severance Pay Agreement • July 19th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores

This Severance Pay Agreement (the “Agreement”), dated as of June 15, 2007 (the “date first set forth above”), is made between United Retail Group, Inc., a Delaware corporation, with principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662 (the “Company”) and the undersigned officer of the Company (the “Executive”).

FALL 2007 INCENTIVE COMPENSATION AWARD AGREEMENT
Incentive Compensation Award Agreement • October 25th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores

We are pleased to inform you that, as a key associate of United Retail Group, Inc. or one of its subsidiaries, you have been granted an Incentive Compensation Award under the Company’s Fall 2007 Incentive Compensation Plan (the “Plan”) for the six-month selling season ending February 2, 2008 (the “Season”), subject to your acceptance of the award as provided in Section 1 below and the terms and conditions that follow in this letter agreement or are contained in the Plan. A copy of the Plan is enclosed. The terms and conditions of the award, including non-standard provisions permitted by the Plan, are set forth below and in the Plan, provided, however, that in the event of any inconsistency between the provisions of this letter agreement and the Plan, the provisions of this letter agreement shall prevail. Capitalized terms used but not defined in this letter agreement shall have the meanings set forth in the Plan.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 29th, 2005 • United Retail Group Inc/De • Retail-women's clothing stores

Amendment as of the 27th day of June, 2005 to the Restated Employment Agreement made as of September 3, 2004 (“Employment Agreement”) between UNITED RETAIL GROUP, INC., a Delaware corporation, with principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662-6563 (the “Company”), and KENNETH P. CARROLL, residing at 140 Prospect Avenue, 11J, Hackensack, New Jersey 07601 (the “Executive”).

AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
Employment Agreement • September 4th, 2003 • United Retail Group Inc/De • Retail-women's clothing stores

This AMENDMENT NO. 4 made as of the 2nd day of September, 2003, to the Employment Agreement (as amended, the “Agreement”) made as of the 20th day of November, 1998, between UNITED RETAIL GROUP, INC., a Delaware corporation, with principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662-6563, and KENNETH P. CARROLL, residing at 140 Prospect Avenue, Apartment 11J, Hackensack, New Jersey 07601.

George Remeta Amendment to Employment Agreement
George Remeta • September 12th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores

This document (the “Amendment”) constitutes an amendment to the Employment Agreement, as restated on June 15, 2007 (the “Current Agreement”), between George Remeta (the “Executive”) and United Retail Group, Inc. (the “Company”), effective as of, and subject to, the occurrence of the “Acceptance Time” (as such term is defined in the Agreement and Plan of Merger (the “Merger Agreement”) by and among Redcats USA, Inc. (“Parent”), Boulevard Merger Sub, Inc. and the Company). To the extent this Amendment conflicts with any provision of the Current Agreement or addresses subject matters not addressed in the Current Agreement, this Amendment shall govern. Otherwise, the Current Agreement shall remain in effect until and unless terminated in accordance with its terms. Capitalized terms that are used and not defined herein shall have the meaning set forth in the Merger Agreement.

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • September 4th, 2003 • United Retail Group Inc/De • Retail-women's clothing stores

This AMENDMENT NO. 3 made as of the 2nd day of September, 2003, to the Employment Agreement made as of the 20th day of November, 1998 (as amended, the “Agreement”), between UNITED RETAIL GROUP, INC., a Delaware corporation, with principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662-6563, and GEORGE R. REMETA, residing at 25 Lee Way, Oakland, New Jersey 07436.

FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT (Settled in Cash)
Stock Appreciation Right Agreement • June 2nd, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

We are pleased to inform you that, as a Director of United Retail Group, Inc. (herein called the “Company”), you have been granted a stock appreciation right (herein called a “right”) under the Company’s 2006 Equity-Based Compensation and Performance Incentive Plan (herein called the “Plan”). The right gives you the opportunity to receive payment equal to the amount by which the market value, at the time of exercise of the right, of all shares in respect of which the right is exercised exceeds the grant price set forth above multiplied by the number of shares in respect of which the right is exercised, subject to your acceptance of the award as provided in Section 1 below and the terms and conditions that follow in this letter agreement or are contained in the Plan. The date of the grant evidenced by this letter agreement (herein called the date of grant) and the date the right expires are set forth above. A copy of the Plan and a Notice of Exercise of Right form are enclosed. The term

AMENDMENT TO 1998 STOCK OPTION AGREEMENT
1998 Stock Option Agreement • June 29th, 2005 • United Retail Group Inc/De • Retail-women's clothing stores

Amendment as of the 27th day of June, 2005 to the 1998 Stock Option Agreement (the “1998 Stock Option Agreement”) dated May 21, 1998 between RAPHAEL BENAROYA, residing at 179 Lincoln Street, Englewood, New Jersey 07631 (the “Optionee”), and UNITED RETAIL GROUP, INC., with offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662 (the “Company”).

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