Form of Restricted Stock Agreement For Non-employee Directors

Exhibit 10.2


CYGNE DESIGNS, INC.

2006 INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

AGREEMENT, made as of the day of , 20 , by and between Cygne Designs, Inc., a Delaware corporation (the " Company" ), and (the " Participant" ).

W I T N E S S E T H :


WHEREAS, pursuant to the Cygne Designs, Inc. 2006 Incentive Plan (the " Plan" ), the Company desires to grant the Participant, and the Participant desires to accept, an award of Restricted Stock on the terms and conditions set forth in this Agreement and the Plan.

NOW, THEREFORE, the parties hereto agree as follows:

1. Grant of Restricted Stock . In consideration of his services to the Company as a member of the Board of Directors and its committees, the Company hereby grants to the Participant shares of the Company' s common stock, $0.01 par value per share (the " Common Stock" ), subject to the transfer restrictions and risk of forfeiture contained herein (collectively, the " restrictions" ) and upon the other terms and conditions set forth in this Agreement and the Plan. During the period which the shares of Common Stock are subject to the restrictions, such shares shall be referred to as " Restricted Stock."

2. Transfer Restrictions . The Restricted Stock may not be sold, assigned, transferred, disposed of, pledged or otherwise hypothecated by the Participant (collectively, the " transfer restrictions" ). Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of shares of Restricted Stock shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and issue " stop transfer" instructions to its transfer agent.

3. Risk of Forfeiture . If the Participant' s service with the Company is terminated for any reason (or no reason), all shares of Restricted Stock shall be immediately forfeited to the Company. If the shares of Restricted Stock are forfeited, the Participant shall assign, transfer, and deliver any evidence of the shares of Restricted Stock to the Company and cooperate with the Company to reflect such forfeiture.


4. Lapse of Restrictions . The restrictions to which the shares of Restricted Stock are subject shall lapse, and the shares of Restricted Stock shall vest (and cease to be Restricted Stock hereunder) upon .


5. Rights as a Stockholder . All voting rights with respect to the Restricted Stock shall be exercisable by the Participant, notwithstanding the restrictions imposed o ...