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<TITLE>Form 8-K</TITLE>
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<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 OR 15(d) of The Securities Exchange Act of 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Date of Report (Date of earliest event reported): March 18, 2009</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>THE BON-TON STORES, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>

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<TD nowrap align="center" valign="top"><B>Pennsylvania
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>0-19517
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>23-2835229</B></TD>
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<TD align="center" valign="top">(State or other jurisdiction<BR>
of incorporation)
</TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top">(Commission File Number)
</TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top">(IRS Employer Identification No.)</TD>
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<TD align="center" valign="top"><B>2801 E. Market Street, <BR>
York, Pennsylvania
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>&nbsp;<BR>17402</B></TD>
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<TD align="center" valign="top">(Address of principal executive offices)
</TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top">(Zip Code)</TD>
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</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code: <B>717-757-7660</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Not Applicable</B></DIV>

<DIV align="center" style="font-size: 10pt"><FONT style="border-top: 1px solid #000000">(Former name or former address, if changed since last report.)</FONT></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </DIV>

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<TD width="3%" nowrap align="left"><FONT face="wingdings" size="2">&#111;</FONT></TD>
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<TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD>
</TR>

<TR>
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<TD width="3%" nowrap align="left"><FONT face="wingdings" size="2">&#111;</FONT></TD>
<TD width="1%">&nbsp;</TD>
<TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
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</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
<TD width="3%" nowrap align="left"><FONT face="wingdings" size="2">&#111;</FONT></TD>
<TD width="1%">&nbsp;</TD>
<TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD>
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<TD width="1%">&nbsp;</TD>
<TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</TD>
</TR>

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<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio --><!-- /Folio --> </DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">(e)&nbsp;Compensatory Arrangements of Certain Officers
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">On March&nbsp;18, 2009, The Bon-Ton Stores, Inc. (the &#147;Company&#148;) issued a press release announcing
the amendment, on March&nbsp;18, 2009, of the Employment Agreement (the &#147;Fourth Amendment&#148;) by and
between the Company and Byron L. Bergren, the Company&#146;s President and Chief Executive Officer. Mr.
Bergren&#146;s Employment Agreement (the &#147;2004 Agreement&#148;) was entered into on August&nbsp;24, 2004, a First
Amendment to the 2004 Agreement (the &#147;First Amendment&#148;) was entered into on May&nbsp;1, 2005, a Second
Amendment to the 2004 Agreement (the &#147;Second Amendment&#148;) was entered into on May&nbsp;23, 2006, and a
Third Amendment to the 2004 Agreement (the &#147;Third Amendment&#148;) was entered into on July&nbsp;19, 2007.
Collectively, the 2004 Agreement, First Amendment, Second Amendment, Third Amendment and Fourth
Amendment are referred to as the &#147;Agreement.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The description of the material terms of the Fourth Amendment set forth below is qualified in its
entirety by the Fourth Amendment, which is attached hereto as Exhibit&nbsp;10.1 and incorporated herein
by reference. The full text of the press release is attached hereto as Exhibit&nbsp;99.1 and is
incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Fourth Amendment provides for an extension of the term of the 2004 Agreement for approximately
two years through February&nbsp;5, 2012. Under its terms, Mr.&nbsp;Bergren will serve as President and Chief
Executive Officer through January&nbsp;31, 2011 and will serve in an important role to be determined by
the Board of Directors from February&nbsp;1, 2011 through February&nbsp;5, 2012. In addition, the Board has
agreed to nominate Mr.&nbsp;Bergren as a member of the Board of Directors for the period through
February&nbsp;5, 2012.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Mr.&nbsp;Bergren&#146;s base salary of $1,000,000 will remain in effect through February&nbsp;5, 2012.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">For fiscal year 2009, Mr.&nbsp;Bergren will be eligible for a bonus pursuant to the Company&#146;s Cash Bonus
Plan with a target bonus of 100% of his base salary (&#147;Base Salary&#148;), a threshold bonus of
50% of his Base Salary, and a maximum bonus of 200% of his Base Salary. This bonus opportunity will
be determined pursuant to two performance measures: 80% of the potential bonus shall be based upon
achievement of Net Income and 20% of the potential bonus shall be
based upon the Company maintaining a minimum level, as defined by the
Human Resources and Compensation Committee of the Board of Directors (&#147;HRCC&#148;), of borrowing availability under its revolving credit facility. In order for any
portion of the bonus opportunity to be payable, the minimum threshold for Net Income must be
achieved. This bonus will be determined in accordance with objectives
previously determined by the HRCC consistent with the
Cash Bonus Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In addition, the Fourth Amendment provides for a bonus opportunity for fiscal year 2010 pursuant to
the Company&#146;s Cash Bonus Plan, with a target bonus of 100% of Mr.&nbsp;Bergren&#146;s Base Salary. This bonus
will be determined in accordance with objectives to be determined by the HRCC consistent with the
Cash Bonus Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">For fiscal year 2011, Mr.&nbsp;Bergren will be eligible for a bonus pursuant to the Company&#146;s Cash Bonus
Plan as determined by the HRCC based on the role assigned to Mr.&nbsp;Bergren pursuant to the Fourth
Amendment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Fourth Amendment provides that Mr.&nbsp;Bergren will receive two grants of shares of restricted
stock in fiscal year 2009. One grant (the &#147;2009 Time-Based Grant&#148;), of 200,000 restricted shares of
the Company&#146;s common stock shall vest 50% on February&nbsp;1, 2010, and 50% on February&nbsp;1, 2011,
provided, in each instance, that Mr.&nbsp;Bergren is continuously employed by the Company through such
date, except
that such shares shall vest immediately upon Mr.&nbsp;Bergren&#146;s discharge without &#147;Cause&#148; (as such term
is defined in the Third Amendment) or resignation for &#147;Good Reason&#148; (as such term is defined in the
Fourth Amendment) provided that Mr.&nbsp;Bergren executes a general release consistent with certain
terms of the Agreement.
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The second grant of restricted stock to be awarded in fiscal year 2009 of 200,000 restricted shares
of the Company&#146;s common stock shall vest based on the achievement of performance goals for fiscal
year 2009 (&#147;2009 Performance Shares&#148;) previously established by the HRCC.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In the event that Mr.&nbsp;Bergren is discharged without Cause or resigns for Good Reason on or prior to
January&nbsp;31, 2010, provided that Mr.&nbsp;Bergren executes a general release consistent with certain
terms of the Agreement, the 2009 Performance Shares granted to Mr.&nbsp;Bergren shall become vested, and
the underlying shares shall be delivered, to the same extent as would have applied had Mr.&nbsp;Bergren
remained employed through the date the determination of vesting for these shares would otherwise
have been.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Fourth Amendment also provides that Mr.&nbsp;Bergren will receive two grants of shares of restricted
stock in fiscal year 2010. One grant (the &#147;2010 Time-Based Grant&#148;), of 200,000 restricted shares of
the Company&#146;s common stock shall vest 100% on February&nbsp;5, 2012, provided that Mr.&nbsp;Bergren is
continuously employed by the Company through such date, except that such shares shall vest
immediately upon Mr.&nbsp;Bergren&#146;s discharge without Cause or resignation for Good Reason provided that
Mr.&nbsp;Bergren executes a general release consistent with certain terms of the Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The second grant of restricted stock to be awarded in fiscal year 2010 of 200,000 restricted shares
of the Company&#146;s common stock shall vest based on the achievement of performance goals. These
shares shall vest 50% based upon the achievement of performance goals for fiscal year 2010 (&#147;2010
Grant of Performance Shares Based Upon Company Performance for 2010&#148;) to be established by the HRCC
and 50% based upon the achievement of performance goals for fiscal year 2011 (&#147;2010 Grant of
Performance Shares Based Upon Company Performance for 2011&#148;) to be established by the HRCC.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In the event that Mr.&nbsp;Bergren is discharged without Cause or resigns for Good Reason on or prior to
January&nbsp;31, 2011, provided that Mr.&nbsp;Bergren executes a general release consistent with certain
terms of the Agreement, the 2010 Grant of Performance Shares Based Upon Company Performance for
2010 granted to Mr.&nbsp;Bergren shall become vested, and the underlying shares shall be delivered, to
the same extent as would have applied had Mr.&nbsp;Bergren remained employed through the date the
determination of vesting for these shares would otherwise have been. In the event that Mr.
Bergren is discharged without Cause or resigns for Good Reason on or after January&nbsp;30, 2011 and
prior to January&nbsp;29, 2012, provided that Mr.&nbsp;Bergren executes a general release consistent with
certain terms of the Agreement, the 2010 Grant of Performance Shares Based Upon Company Performance
for 2011 granted to Mr.&nbsp;Bergren shall become vested, and the underlying shares shall be delivered,
to the same extent as would have applied had Mr.&nbsp;Bergren remained employed through the date the
determination of vesting for these shares would otherwise have been.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In the event that Mr.&nbsp;Bergren is discharged without Cause or resigns for Good Reason, any stock
options that are unvested at the time of such discharge shall vest immediately, provided that Mr.
Bergren executes a general release consistent with certain terms of the Agreement.
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Fourth Amendment redefines &#147;Good Reason&#148; to mean: (i)&nbsp;causing Mr.&nbsp;Bergren to cease being
President and Chief Executive Officer prior to January&nbsp;30, 2011; (ii)&nbsp;a diminution in Mr.&nbsp;Bergren&#146;s
responsibilities, duties or authority other than a reassignment of such responsibilities, duties or
authority prior to January&nbsp;30, 2011 other than reasonable reassignment of such responsibilities,
duties and authority
in connection with the Company&#146;s succession planning in anticipation that Mr.&nbsp;Bergren will cease to
be the President and Chief Executive Officer on January&nbsp;30, 2011; (iii)&nbsp;causing Mr.&nbsp;Bergren to
cease reporting to the Board of Directors as President and Chief Executive Officer prior to January
30, 2011 or causing Mr.&nbsp;Bergren to cease thereafter reporting to the Board of Directors in an
important role prior to February&nbsp;5, 2012; (iv)&nbsp;failing to nominate Mr.&nbsp;Bergren to continue to serve
as a director on the Board of Directors or removing him from the Board of Directors prior to
February&nbsp;5, 2012; (v)&nbsp;any reduction, prior to February&nbsp;5, 2012 in Mr.&nbsp;Bergren&#146;s base salary below
the amount then in effect; (vi)&nbsp;any reduction, prior to January&nbsp;30, 2011, in Mr.&nbsp;Bergren&#146;s
potential bonus eligibility amount as specified in the Agreement; or (vii)&nbsp;any substantial breach
of any material provision of the Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">As previously specified in the Second Amendment, if Mr.&nbsp;Bergren is discharged without Cause during
the term of the Agreement following a Change of Control (as defined in the Third Amendment&#148;) or
resigns from the Company with or without Good Reason during the term of the Agreement after the
expiration of three months following a Change of Control, Mr.&nbsp;Bergren will receive a payment equal
to the lesser of 2.99 times his base salary (at the salary level immediately preceding the Change
of Control plus his average bonus for the three immediately preceding fiscal years) or, if
applicable, the &#147;280G Permitted Payment&#148; (as such term is defined in the 2004 Agreement).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">As defined in The Third Amendment, &#147;Change of Control&#148; means the occurrence of: (i)&nbsp;any person who
is not an affiliate of the Company becoming the beneficial owner of a majority of the Company; (ii)
the Company adopting a plan of liquidation providing for the distribution of all or substantially
all of its assets; (iii)&nbsp;the Company becoming party to a merger, consolidation or other form of
business combination or sale of all or substantially all its assets unless the business of the
Company continues and the shareholders of the Company prior to the transaction hold, directly or
indirectly, a majority of the voting power of the resulting entity; or (iv)&nbsp;if any stockholder
holds more voting power than M. Thomas Grumbacher and his affiliates or if Mr.&nbsp;Grumbacher and his
affiliates control less than 20% of the Company&#146;s voting stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In the event of a discharge without Cause or a resignation for Good Reason, the Fourth Amendment
continues the provisions of the Second Amendment with respect to severance pay and accrued vacation
and wages. It provides that Mr.&nbsp;Bergren shall be entitled to receive the following: prompt payment
of all accrued wages and all accrued, but unused vacation pay and, if not as a result of a Change
of Control, two years&#146; base salary payable in installments for a period of two years from the date
of termination and, if he has been employed for at least three months in the fiscal year, a
prorated portion of the Performance Shares for that period. The Fourth Amendment amended the
provision on continuation of health benefits to provide that in the event of a discharge without
Cause or a resignation for Good Reason not as a result of a Change of Control Mr.&nbsp;Bergren will be
entitled to continued participation in the Company&#146;s group health benefit plan and supplemental
health coverage until age 65.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Fourth Amendment further provides that the Company will pay the reasonable legal fees, up to
$10,000, incurred by Mr.&nbsp;Bergren in connection with the negotiation of the Fourth Amendment.
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

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<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;Exhibits
</DIV>
<DIV align="center">
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    <TD width="77%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Exhibit Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description of Exhibit</TD>
</TR>

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    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Fourth Amendment to Employment Agreement with Byron L. Bergren</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Press Release issued March&nbsp;18, 2009 regarding Fourth Amendment to Employment
Agreement with Byron L. Bergren</DIV></TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SIGNATURE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">The Bon-Ton Stores, Inc.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">          /s/ Keith E. Plowman
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Keith E. Plowman&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Executive Vice President, Chief Financial<br>
Officer and Principal Accounting Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Dated:
March&nbsp;20, 2009
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
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{"company-data": {"conformed-name": "BON TON STORES INC", "cik": "0000878079", "assigned-sic": "5311", "irs-number": "232835229", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19517", "film-number": "09695348"}, "business-address": {"street1": "2801 E MARKET ST", "city": "YORK", "state": "PA", "zip": "17402-2406", "phone": "7177577660"}, "mail-address": {"street1": "P O BOX 2821", "city": "YORK", "state": "PA", "zip": "17405-2821"}}
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2009
THE BON-TON STORES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
0-19517
23-2835229
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2801 E. Market Street,
York, Pennsylvania
17402
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
717-757-7660
Not Applicable
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On March 18, 2009, The Bon-Ton Stores, Inc. (the "Company") issued a press release announcing
the amendment, on March 18, 2009, of the Employment Agreement (the "Fourth Amendment") by and
between the Company and Byron L. Bergren, the Company's President and Chief Executive Officer. Mr.
Bergren's Employment Agreement (the "2004 Agreement") was entered into on August 24, 2004, a First
Amendment to the 2004 Agreement (the "First Amendment") was entered into on May 1, 2005, a Second
Amendment to the 2004 Agreement (the "Second Amendment") was entered into on May 23, 2006, and a
Third Amendment to the 2004 Agreement (the "Third Amendment") was entered into on July 19, 2007.
Collectively, the 2004 Agreement, First Amendment, Second Amendment, Third Amendment and Fourth
Amendment are referred to as the "Agreement."
The description of the material terms of the Fourth Amendment set forth below is qualified in its
entirety by the Fourth Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein
by reference. The full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The Fourth Amendment provides for an extension of the term of the 2004 Agreement for approximately
two years through February 5, 2012. Under its terms, Mr. Bergren will serve as President and Chief
Executive Officer through January 31, 2011 and will serve in an important role to be determined by
the Board of Directors from February 1, 2011 through February 5, 2012. In addition, the Board has
agreed to nominate Mr. Bergren as a member of the Board of Directors for the period through
February 5, 2012.
Mr. Bergren's base salary of $1,000,000 will remain in effect through February 5, 2012.
For fiscal year 2009, Mr. Bergren will be eligible for a bonus pursuant to the Company's Cash Bonus
Plan with a target bonus of 100% of his base salary ("Base Salary"), a threshold bonus of
50% of his Base Salary, and a maximum bonus of 200% of his Base Salary. This bonus opportunity will
be determined pursuant to two performance measures: 80% of the potential bonus shall be based upon
achievement of Net Income and 20% of the potential bonus shall be
based upon the Company maintaining a minimum level, as defined by the
Human Resources and Compensation Committee of the Board of Directors ("HRCC"), of borrowing availability under its revolving credit facility. In order for any
portion of the bonus opportunity to be payable, the minimum threshold for Net Income must be
achieved. This bonus will be determined in accordance with objectives
previously determined by the HRCC consistent with the
Cash Bonus Plan.
In addition, the Fourth Amendment provides for a bonus opportunity for fiscal year 2010 pursuant to
the Company's Cash Bonus Plan, with a target bonus of 100% of Mr. Bergren's Base Salary. This bonus
will be determined in accordance with objectives to be determined by the HRCC consistent with the
Cash Bonus Plan.
For fiscal year 2011, Mr. Bergren will be eligible for a bonus pursuant to the Company's Cash Bonus
Plan as determined by the HRCC based on the role assigned to Mr. Bergren pursuant to the Fourth
Amendment.
The Fourth Amendment provides that Mr. Bergren will receive two grants of shares of restricted
stock in fiscal year 2009. One grant (the "2009 Time-Based Grant"), of 200,000 restricted shares of
the Company's common stock shall vest 50% on February 1, 2010, and 50% on February 1, 2011,
provided, in each instance, that Mr. Bergren is continuously employed by the Company through such
date, except
that such shares shall vest immediately upon Mr. Bergren's discharge without "Cause" (as such term
is defined in the Third Amendment) or resignation for "Good Reason" (as such term is defined in the
Fourth Amendment) provided that Mr. Bergren executes a general release consistent with certain
terms of the Agreement.
The second grant of restricted stock to be awarded in fiscal year 2009 of 200,000 restricted shares
of the Company's common stock shall vest based on the achievement of performance goals for fiscal
year 2009 ("2009 Performance Shares") previously established by the HRCC.
In the event that Mr. Bergren is discharged without Cause or resigns for Good Reason on or prior to
January 31, 2010, provided that Mr. Bergren executes a general release consistent with certain
terms of the Agreement, the 2009 Performance Shares granted to Mr. Bergren shall become vested, and
the underlying shares shall be delivered, to the same extent as would have applied had Mr. Bergren
remained employed through the date the determination of vesting for these shares would otherwise
have been.
The Fourth Amendment also provides that Mr. Bergren will receive two grants of shares of restricted
stock in fiscal year 2010. One grant (the "2010 Time-Based Grant"), of 200,000 restricted shares of
the Company's common stock shall vest 100% on February 5, 2012, provided that Mr. Bergren is
continuously employed by the Company through such date, except that such shares shall vest
immediately upon Mr. Bergren's discharge without Cause or resignation for Good Reason provided that
Mr. Bergren executes a general release consistent with certain terms of the Agreement.
The second grant of restricted stock to be awarded in fiscal year 2010 of 200,000 restricted shares
of the Company's common stock shall vest based on the achievement of performance goals. These
shares shall vest 50% based upon the achievement of performance goals for fiscal year 2010 ("2010
Grant of Performance Shares Based Upon Company Performance for 2010") to be established by the HRCC
and 50% based upon the achievement of performance goals for fiscal year 2011 ("2010 Grant of
Performance Shares Based Upon Company Performance for 2011") to be established by the HRCC.
In the event that Mr. Bergren is discharged without Cause or resigns for Good Reason on or prior to
January 31, 2011, provided that Mr. Bergren executes a general release consistent with certain
terms of the Agreement, the 2010 Grant of Performance Shares Based Upon Company Performance for
2010 granted to Mr. Bergren shall become vested, and the underlying shares shall be delivered, to
the same extent as would have applied had Mr. Bergren remained employed through the date the
determination of vesting for these shares would otherwise have been. In the event that Mr.
Bergren is discharged without Cause or resigns for Good Reason on or after January 30, 2011 and
prior to January 29, 2012, provided that Mr. Bergren executes a general release consistent with
certain terms of the Agreement, the 2010 Grant of Performance Shares Based Upon Company Performance
for 2011 granted to Mr. Bergren shall become vested, and the underlying shares shall be delivered,
to the same extent as would have applied had Mr. Bergren remained employed through the date the
determination of vesting for these shares would otherwise have been.
In the event that Mr. Bergren is discharged without Cause or resigns for Good Reason, any stock
options that are unvested at the time of such discharge shall vest immediately, provided that Mr.
Bergren executes a general release consistent with certain terms of the Agreement.
The Fourth Amendment redefines "Good Reason" to mean: (i) causing Mr. Bergren to cease being
President and Chief Executive Officer prior to January 30, 2011; (ii) a diminution in Mr. Bergren's
responsibilities, duties or authority other than a reassignment of such responsibilities, duties or
authority prior to January 30, 2011 other than reasonable reassignment of such responsibilities,
duties and authority
in connection with the Company's succession planning in anticipation that Mr. Bergren will cease to
be the President and Chief Executive Officer on January 30, 2011; (iii) causing Mr. Bergren to
cease reporting to the Board of Directors as President and Chief Executive Officer prior to January
30, 2011 or causing Mr. Bergren to cease thereafter reporting to the Board of Directors in an
important role prior to February 5, 2012; (iv) failing to nominate Mr. Bergren to continue to serve
as a director on the Board of Directors or removing him from the Board of Directors prior to
February 5, 2012; (v) any reduction, prior to February 5, 2012 in Mr. Bergren's base salary below
the amount then in effect; (vi) any reduction, prior to January 30, 2011, in Mr. Bergren's
potential bonus eligibility amount as specified in the Agreement; or (vii) any substantial breach
of any material provision of the Agreement.
As previously specified in the Second Amendment, if Mr. Bergren is discharged without Cause during
the term of the Agreement following a Change of Control (as defined in the Third Amendment") or
resigns from the Company with or without Good Reason during the term of the Agreement after the
expiration of three months following a Change of Control, Mr. Bergren will receive a payment equal
to the lesser of 2.99 times his base salary (at the salary level immediately preceding the Change
of Control plus his average bonus for the three immediately preceding fiscal years) or, if
applicable, the "280G Permitted Payment" (as such term is defined in the 2004 Agreement).
As defined in The Third Amendment, "Change of Control" means the occurrence of: (i) any person who
is not an affiliate of the Company becoming the beneficial owner of a majority of the Company; (ii)
the Company adopting a plan of liquidation providing for the distribution of all or substantially
all of its assets; (iii) the Company becoming party to a merger, consolidation or other form of
business combination or sale of all or substantially all its assets unless the business of the
Company continues and the shareholders of the Company prior to the transaction hold, directly or
indirectly, a majority of the voting power of the resulting entity; or (iv) if any stockholder
holds more voting power than M. Thomas Grumbacher and his affiliates or if Mr. Grumbacher and his
affiliates control less than 20% of the Company's voting stock.
In the event of a discharge without Cause or a resignation for Good Reason, the Fourth Amendment
continues the provisions of the Second Amendment with respect to severance pay and accrued vacation
and wages. It provides that Mr. Bergren shall be entitled to receive the following: prompt payment
of all accrued wages and all accrued, but unused vacation pay and, if not as a result of a Change
of Control, two years' base salary payable in installments for a period of two years from the date
of termination and, if he has been employed for at least three months in the fiscal year, a
prorated portion of the Performance Shares for that period. The Fourth Amendment amended the
provision on continuation of health benefits to provide that in the event of a discharge without
Cause or a resignation for Good Reason not as a result of a Change of Control Mr. Bergren will be
entitled to continued participation in the Company's group health benefit plan and supplemental
health coverage until age 65.
The Fourth Amendment further provides that the Company will pay the reasonable legal fees, up to
$10,000, incurred by Mr. Bergren in connection with the negotiation of the Fourth Amendment.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Description of Exhibit
10.1
Fourth Amendment to Employment Agreement with Byron L. Bergren
99.1
Press Release issued March 18, 2009 regarding Fourth Amendment to Employment
Agreement with Byron L. Bergren
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
The Bon-Ton Stores, Inc.
By:
/s/ Keith E. Plowman
Keith E. Plowman
Executive Vice President, Chief Financial
Officer and Principal Accounting Officer
Dated:
March 20, 2009