CHARMING SHOPPES INC
AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.2.25
<SEQUENCE>13
<FILENAME>dex10225.txt
<DESCRIPTION>AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                 Exhibit 10.2.25

                             CHARMING SHOPPES, INC.
                              AMENDED AND RESTATED
                      2000 ASSOCIATES' STOCK INCENTIVE PLAN

                           Restricted Stock Agreement

     Agreement (the "Agreement"), dated as of February 11, 2002 (the "Grant
Date") between CHARMING SHOPPES, INC. (the "Company") and [first] [last]
("Participant")

     The Company hereby confirms the grant, under the 2000 Associates' Stock
Incentive Plan (the "Plan"), on the Grant Date, of [shares] shares of Restricted
Stock. The Restricted Stock is subject to the terms and conditions of the Plan
and the provisions of this Agreement, including the Terms and Conditions of
Restricted Stock which are included as part of this Agreement.

     Under the Plan, each share of "Restricted Stock" represents the right to
receive one share of the Company's Common Stock, which will be issued at the end
of a specified "Restricted Period" and subject to a risk of forfeiture and other
conditions during such Restricted Period. The Restricted Period applicable to
the Restricted Stock shall begin on the Grant Date and lapse as to thirty (30%)
percent of the total number of shares of Restricted Stock on the third
anniversary of the Date of Grant, an additional thirty (30%) percent of the
total number of shares of Restricted Stock on the fourth anniversary of the Date
of Grant and the remaining forty (40%) percent of the total number of shares of
Restricted Stock on the fifth anniversary of the Date of Grant, provided,
however, that the Restricted Period will lapse on an accelerated basis as
provided in Section 3(a) and Section 6. Shares of Common Stock will be issued to
Participant in settlement of Restricted Stock promptly following the lapse of
the applicable Restricted Period.

     By accepting this grant of Restricted Stock, Participant agrees to the
terms of this Agreement and agrees to be bound by all the terms and provisions
of the Agreement and the Plan (as presently in effect or hereafter amended), and
by all decisions and determinations of the Plan Committee and any person or
committee designated by the Committee to administer the Plan (the
"Administrator"). Participant acknowledges and agrees that, until the end of the
applicable restricted period, Restricted Stock shall be forfeitable and
nontransferable as provided in Section 3(a) hereof, and that sales of shares
after settlement will be subject to the Company's policies regulating trading by
employees.

                                                        CHARMING SHOPPES, INC.


                                     BY:
                                        --------------------------------------
                                                          (Authorized Officer)

                                                                  PARTICIPANT:


                                        --------------------------------------
                                                                  [first][last]

Attachments: Terms and Conditions of Restricted Stock

--------------------------------------------------------------------------------

                      DATE OF RESTRICTED STOCK: [grantdate]
                            AWARD NUMBER:[grantnumber]

<PAGE>

                               Term and Conditions

                               of Restricted Stock

1.   Incorporation of Plan by Reference.

     The Restricted Stock has been granted to Participant under the Plan, a copy
of which is attached hereto. All of the terms, conditions, and other provisions
of the Plan are hereby incorporated by reference into this Restricted Stock
Agreement ("Agreement"). Capitalized terms used in this Agreement but not
defined herein shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this Agreement and the provisions of the
Plan, the provisions of the Plan shall govern.

2.   Participant's Account.

     Shares of Restricted Stock are bookkeeping units, and do not constitute
ownership of Shares or any other equity security. The Company shall maintain a
bookkeeping account for Participant (the "Account") reflecting the number of
shares of Restricted Stock then credited to Participant hereunder as a result of
this grant of Restricted Stock and any crediting of additional Restricted Stock
to Participant pursuant to payments equivalent to dividends paid on Shares under
Section 5 ("Dividend Equivalents").

3.   Risk of Forfeiture; Non-Transferability; Insider Trading Policy.

     (a) Risk of Forfeiture. In the event of a Termination of Employment of
         ------------------
     Participant, the Restricted Stock as to which the Restricted Period has not
     ended shall be forfeited; provided, however, that:

          (i)  In the event of a Change of Control at or before Participant's
               Termination of Employment, this risk of forfeiture shall
               automatically lapse, and all Restricted Periods shall end, on all
               of Participant's Restricted Stock immediately prior to the Change
               of Control;

          (ii) In the event that Participant's Termination of Employment is due
               to death or a permanent disability (as determined by the
               Administrator), this risk of forfeiture shall automatically
               lapse, and all Restricted Periods shall end, on all of
               Participant's Restricted Stock;

          (iii) In the event that Participant's Termination of Employment is due
               to an involuntary termination by the Company for reasons other
               than "Cause," the risk of forfeiture shall automatically lapse,
               and the Restricted Period shall end, on those shares of
               Participant's Restricted Stock as to which the Restricted Period
               would have ended at the next anniversary of the Date of Grant
               (i.e., if Termination of Employment is more than two (2) years
               after the Grant Date, one additional tranche of the Restricted
               Stock will become non-forfeitable), but those shares of
               Restricted Stock as to which the Restricted Period would not have
               ended due to the passage of time at or before the next
               anniversary of the Date of Grant shall be forfeited at the time
               of such Termination of Employment;

          (iv) The Committee may otherwise accelerate the date or dates as of
               which this risk of forfeiture and the Restricted Period shall
               lapse.

For purposes of this Agreement, "Termination of Employment" means a termination
of employment with the Company or any subsidiary immediately after which the
Participant is not employed by the Company or any subsidiary, and "Cause" means
Participant's chronic neglect, refusal or failure to fulfill his or her
employment duties and responsibilities, other than for reasons of sickness,
accident or other similar causes beyond Participant's control. Such neglect,
refusal or failure shall be determined in the sole and reasonable judgment of
the Committee.

                                       2

<PAGE>

     (b) Nontransferability. Restricted Stock and all related rights hereunder
         ------------------
shall not be transferable or assignable by a Participant, other than by will or
the laws of descent and distribution, and shall not be pledged, hypothecated, or
otherwise encumbered in any way or subject to execution, attachment, lien, or
similar process.

     (c) Insider Trading Policy. After settlement of Restricted Stock and
         ----------------------
delivery of Shares under Section 4, Participant will be subject to restrictions
on selling such Shares or otherwise disposing of them under the Company's
policies regulating trading by employees and affiliates, as such policies may
then be in effect. Such policies may restrict the times at which such Shares may
be sold or otherwise restrict such sales.

4.   Settlement.

     (a) Generally. Settlement of Restricted Stock shall occur upon the lapse of
         ---------
the Restricted Period applicable to the Restricted Stock. The Company may make
delivery of shares hereunder in settlement of Restricted Stock by either
delivering one or more certificates representing such shares to the Participant,
registered in the name of the Participant (and any joint name, if so directed by
the Participant), or by depositing such shares into an account maintained for
the Participant (or of which the Participant is a joint owner, with the consent
of the Participant) established in connection with the Company's Employee Stock
Purchase Program or another plan or arrangement providing for investment in
Common Stock and under which the Participant's rights are similar in nature to
those under a stock brokerage account. If the Company determines to settle
Restricted Stock by making a deposit of shares into such an account, the Company
may settle any fractional share of Restricted Stock by means of such deposit. In
other circumstances or if so determined by the Company, the Company shall
instead pay cash in lieu of fractional shares, on such basis as the
Administrator may determine. In no event will the Company in fact issue
fractional shares.

     (b) Special Circumstances. The provisions of Section 5(a) notwithstanding,
         ---------------------
the Company may defer all or part of the settlement of the Restricted Stock if
and to the extent that the Committee reasonably concludes that, in view of
Participant's other compensation likely to be paid in the year of settlement,
the Company would not be entitled to a tax deduction by operation of Section
162(m) of the Internal Revenue Code and regulations thereunder as a direct or
indirect result of such settlement; provided that (i) such deferral of
settlement of each share of Restricted Stock will continue only until the
earliest time that the settlement of such Restricted Stock can be made with
reasonable assurance that the Company would be entitled to a tax deduction
relating to such settlement without limitation under Section 162(m), and (ii) in
no event will such deferral of settlement occur or continue after a Change in
Control.

     (c) Effect of Settlement. Upon settlement of the Restricted Stock, all
         --------------------
obligations of the Company in respect of such Restricted Stock shall be
terminated. Any shares delivered in settlement of Restricted Stock shall no
longer be deemed Restricted Stock for purposes of the Program.

5.   Dividend Equivalents and Adjustments.

     (a) Dividend Equivalents. If the Company pays a dividend or distribution on
         --------------------
a Share of Common Stock, Participant shall be entitled to receive credit of
equivalent cash amount on each share of Restricted Stock then credited to
Participant's Account. Such dividend equivalents shall be deemed reinvested in
additional shares of Restricted Stock, which shall have a Restricted Period and
be subject to the same terms as apply to the Participant's underlying shares of
Restricted Stock. The Administrator will determine all terms applicable to the
deemed reinvestment of dividend equivalents hereunder. A Participant shall not
be entitled to receive actual dividends in respect of Restricted Stock prior to
the issuance of Common Stock in settlement thereof.

     (b) Adjustments The number of shares of Restricted Stock credited to
         -----------
Participant's Account may be adjusted by the Committee in accordance with
Section 4(c) of the Plan. Any such adjustment shall be made taking into account
any crediting of Restricted Stock to the Participant under Section 5(a) in
connection with such transaction or event.

                                       3

<PAGE>

6.   Change of Control Provisions.

     (a) Acceleration of Lapse of Restricted Period. In the event of a Change of
         ------------------------------------------
Control at any time after the Grant Date, the Restricted Period applicable to
the Restricted Stock shall expire immediately prior to the Change of Control.

     (b) Definitions of Terms Relating to Change of Control. For purposes of
         --------------------------------------------------
this Agreement, the following definitions shall apply:

                    (1) "Beneficial Owner," "Beneficially Owns," and "Beneficial
          Ownership" shall have the meanings ascribed to such terms for purposes
          of Section 13(d) of the Exchange Act and the rules thereunder, except
          that, for purposes of this Section 5, "Beneficial Ownership" (and the
          related terms) shall include Voting Securities that a Person has the
          right to acquire pursuant to any agreement, or upon exercise of
          conversion rights, warrants, options, or otherwise, regardless of
          whether any such right is exercisable within 60 days of the date as of
          which Beneficial Ownership is to be determined.

                    (2) "Change of Control" means and shall be deemed to have
          occurred if

                    (i) any Person, other than the Company or a Related Party,
               acquires directly or indirectly the Beneficial Ownership of any
               Voting Security of the Company and immediately after such
               acquisition such Person has, directly or indirectly, the
               Beneficial Ownership of Voting Securities representing 20 percent
               or more of the total voting power of all the then-outstanding
               Voting Securities; or

                    (ii) those individuals who as of [grantdate] constitute the
               Board or who thereafter are elected to the Board and whose
               election, or nomination for election, to the Board was approved
               by a vote of at least two-thirds (2/3) of the directors then
               still in office who either were directors as of [grantdate] or
               whose election or nomination for election was previously so
               approved, cease for any reason to constitute a majority of the
               members of the Board; or

                    (iii) there is consummated a merger, consolidation,
               recapitalization, or reorganization of the Company, a reverse
               stock split of outstanding Voting Securities, or an acquisition
               of securities or assets by the Company (a "Transaction"), other
               than a Transaction which would result in the holders of Voting
               Securities having at least 80 percent of the total voting power
               represented by the Voting Securities outstanding immediately
               prior thereto continuing to hold Voting Securities or voting
               securities of the surviving entity having at least 60 percent of
               the total voting power represented by the Voting Securities or
               the voting securities of such surviving entity outstanding
               immediately after such Transaction and in or as a result of which
               the voting rights of each Voting Security relative to the voting
               rights of all other Voting Securities are not altered; or

                    (iv) there is implemented or consummated a plan of complete
               liquidation of the Company or sale or disposition by the Company
               of all or substantially all of the Company's assets other than
               any such transaction which would result in Related Parties owning
               or acquiring more than 50 percent of the assets owned by the
               Company immediately prior to the transaction.

                    (3) "Person" shall have the meaning ascribed for purposes of
          Section 13(d) of the Exchange Act and the rules thereunder.

                    (4) "Related Party" means (i) a majority-owned subsidiary of
          the Company; or (ii) a trustee or other fiduciary holding securities
          under an employee benefit plan of the Company or any majority-owned
          subsidiary of the Company; or (iii) a corporation owned directly or
          indirectly by the shareholders of the Company in substantially the
          same proportion as their ownership of Voting Securities; or (iv) if,
          prior to any acquisition of a Voting Security which would result in
          any Person Beneficially

                                       4

<PAGE>

          Owning more than ten percent of any outstanding class of Voting
          Security and which would be required to be reported on a Schedule 13D
          or an amendment thereto, the Board approved the initial transaction
          giving rise to an increase in Beneficial Ownership in excess of ten
          percent and any subsequent transaction giving rise to any further
          increase in Beneficial Ownership; provided, however, that such Person
          has not, prior to obtaining Board approval of any such transaction,
          publicly announced an intention to take actions which, if consummated
          or successful (at a time such Person has not been deemed a "Related
          Party"), would constitute a Change of Control.

                    (5) "Voting Securities" means any securities of the Company
          which carry the right to vote generally in the election of directors.

6.   Tax Withholding.

     The Company shall withhold from the shares of Common Stock to be issued and
delivered upon settlement of Restricted Stock that number of shares having a
Fair Market Value, at the date of settlement, equal to the amount of mandatory
withholding taxes then required to be withheld, unless Participant has given
notice to the Administrator, at least ten days prior to the date on which the
Restricted Period will end, declining share withholding and on or before the
settlement date has made arrangements satisfactory to the Administrator to pay
over to the Company a cash amount sufficient to satisfy such tax withholding
obligations.

7.   Miscellaneous.

     This Agreement shall be binding upon the heirs, executors, administrators,
and successors of the parties. This Agreement constitutes the entire agreement
between the parties with respect to the Restricted Stock granted hereby, and
supersedes any prior agreements or documents with respect to such Restricted
Stock. No amendment, alteration, suspension, discontinuation, or termination of
this Agreement which may impose any additional obligation upon the Company or
materially and adversely affect the rights of Participant with respect to the
Restricted Stock shall be valid unless in each instance such amendment,
alteration, suspension, discontinuation, or termination is expressed in a
written instrument duly executed in the name and on behalf of the Company and by
Participant.

                                       5

</TEXT>
</DOCUMENT>
