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) November 18, 2004

THE TALBOTS, INC.(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-12552 (Commission File Number) 41-1111318 (I.R.S. Employer Identification Number)

One Talbots Drive, Hingham, Massachusetts(Address of Principal Executive Offices) 02043 (Zip Code)

Registrant’s telephone number, including area code (781) 749-7600

        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 (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits

c. Exhibits

10.30	Form of The Talbots, Inc. 2003 Executive Stock Based Incentive Plan Nonqualified Stock Option Agreement
10.31	Form of The Talbots, Inc. 2003 Executive Stock Based Incentive Plan Restricted Stock Agreement

SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 18, 2004 THE TALBOTS, INC.


By:      /s/ Carol Gordon Stone
——————————————
Name:  Carol Gordon Stone
Title:    Vice President, Corporate Controller
             

EXHIBIT INDEX

Exhibit No.	Description
10.30	Form of The Talbots, Inc. 2003 Executive Stock Based Incentive Plan Nonqualified Stock Option Agreement
10.31	Form of The Talbots, Inc. 2003 Executive Stock Based Incentive Plan Restricted Stock Agreement

EX-10.30

[Date]

THE TALBOTS, INC.

2003 EXECUTIVE STOCK BASED INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

To:      «Name»
            «JobTitle»

        We are pleased to notify you that by the determination of the Compensation Committee (the “Committee”) a nonqualified stock option to purchase «shares» Common Shares of The Talbots, Inc. (the “Company”) at a price of $______ per share has been granted to you effective ________, ____ under the 2003 Executive Stock Based Incentive Plan (the “Plan”). This nonqualified stock option (the “Option”) may be exercised only upon the terms and conditions set forth below.

        1.        Purpose of Option.

        The purpose of the Plan under which this Option has been granted is to advance the interests of the Company and its shareholders by providing incentives to certain key employees of the Company and its affiliates.

        2.        Acceptance of Option Agreement.

        Your execution of this nonqualified stock option agreement (the “Agreement”) will indicate your acceptance of and your willingness to be bound by all of its terms. It imposes no obligation upon you to purchase any shares subject to the Option. Your obligation to purchase shares can arise only upon your exercise of the Option in the manner set forth in paragraph 4.

        3.        When Option May Be Exercised.

        Subject to paragraph 1 above, your entitlement to exercise this Option shall vest as follows:

        (i)        33 1/3% of the total shares covered by the Option (subject to rounding down to a whole share) shall vest on a date one (1) year following the effective date of the grant;

        (ii)        33 1/3% of the total shares covered by the Option (subject to rounding down to a whole share) on a date two (2) years following the effective date of the grant;

        (iii)        33 1/3% of the total shares covered by the Option on a date three (3) years following the effective date of the grant.

        This Option may not be exercised for less than ten (10) shares at any one time (or the remaining shares then purchasable if less than ten) and expires at the end of ten (10) years from the date it is granted whether or not it has been duly exercised, unless sooner terminated as provided in paragraphs 5, 6 ,7 and 8.

        4.         How Option May Be Exercised

        This Option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the Option. The notice must state the number of Common Shares as to which your Option is being exercised and must be accompanied by cash, Common Shares, or any combination thereof, or other payment in such form as the Committee may determine in its discretion, for the full purchase price of the shares being acquired at the time of exercise, plus such amount, if any, as is required for withholding taxes. Any Common Shares delivered in satisfaction of all or any portion of the purchase price or withholding taxes shall be appropriately endorsed for transfer and assignment to the Company. In all events (including any “cashless exercise” procedure) no share shall be issued until full payment therefor has been delivered to and received by the Company.

        The Company shall prepare and file with the Securities and Exchange Commission a Form S-8 registration statement under the Securities Act of 1933. The Company will endeavor to keep such registration statement effective at all times that this Agreement is outstanding, but in the event that such registration statement is not effective at the time of exercise, your written notice of exercise to the Company must contain a statement by you (in form acceptable to the Company) that such shares are being acquired by you for investment only and not with a view to their distribution or resale.

        If a person or persons other than you give notice of the exercise of this Option, and provided notice of exercise by such person or persons is permitted under the Plan, then the Company may require the submission to the Company of appropriate proof of the authority of such person or persons to exercise this Option.

        Certificates for the Common Shares purchased hereunder will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company’s Common Shares may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the date of issuance of the certificate for such shares to you (or any person succeeding to your rights pursuant to the Plan), you (or such other person, as the case may be) shall have no rights as a stockholder with respect to any Common Shares subject to this Option.

2

        5.        Termination of Employment.

        If your employment with the Company or an Affiliate (as such term is defined in the Plan) is terminated or shall cease for any reason other than by death, disability (as such term is defined in Paragraph 12 of the Plan), retirement or a period of Related Employment (as such term is defined in the Plan), the unvested portion of this Option shall immediately lapse and expire and you may exercise, within three (3) months from the date of such termination, or in the case of your “termination without cause”, within such longer period as the Committee may hereafter determine in its discretion or as expressly set forth in any written employment agreement executed between you and the Company, but in no event beyond three (3) years from such date (and in no event after the Option has expired), that portion of this Option which was vested at the date of such termination.

        6.        Period of Related Employment.

        If your employment with the Company or an Affiliate shall cease solely by reason of a period of Related Employment, you may, during such period of Related Employment, exercise the Option as if you continued such employment.

        7.        Retirement or Disability.

        If your employment with the Company or an Affiliate is terminated by reason of your disability (as such term is defined in Paragraph 12 of the Plan) or early, normal or deferred retirement under a qualified retirement program of the Company or an Affiliate and this Option has not expired and has not been fully exercised, the unvested portion of this Option shall immediately lapse and expire and you, at any time within three (3) years after the date you ceased such employment (but in no event after the Option has expired), may exercise the Option with respect to any shares as to which you could have exercised the Option on the date you ceased such employment.

        8.        Death.

        If you die while employed by the Company or an Affiliate and this Option has not expired and has not been fully exercised, the unvested portion of this Option shall immediately lapse and expire and your executors, administrators, heirs or distributees, as the case may be, may, at any time within one (1) year after the date of death (but in no event after the Option has expired), exercise the Option with respect to any shares as to which you could have exercised the Option at the time of your death.

3

        9.        Non-Transferability of Option.

        This Option may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, and shall be exercisable during your lifetime only by you, except as otherwise set forth herein or in the Plan.

        10.        Dilution and Other Adjustments.

        If at any time after the date of the grant of this Option, there is any change in the outstanding Common Shares of the Company by reason of any stock split, stock dividend, split-up, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination or exchange of shares, a sale by the Company of all or part of its assets, any distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event, then the number of Common Shares available for this Option and the terms of this Option shall be adjusted for any such change by the Committee, whose adjustment shall be conclusive and binding.

        11.         Trading Black Out Periods

        By entering into this Agreement the undersigned expressly agrees that: (i) during all periods of employment of the undersigned with the Company and its Affiliates, or otherwise while the undersigned is otherwise maintained on the payroll of the Company or its Affiliates, the undersigned shall abide by all trading “black out” periods with respect to purchases or sales of Company stock or exercises of stock options for Company stock established from time to time by the Company (“Trading Black Out Periods”) and (ii) upon any cessation or termination of employment with the Company for any reason, the undersigned agrees that for a period of six (6) months following the effective date of any termination of employment or, if later, for a period of six (6) months following the date as of which the undersigned is no longer on the payroll of the Company or its Affiliates, the undersigned shall continue to abide by all such Trading Black Out Periods established from time to time by the Company.

        12.        Change in Control.

        This Option, to the extent then outstanding and unvested, shall become immediately exercisable and fully vested upon a Change in Control Event (as such term is defined in the Plan).

        13.        Subject to Terms of the Plan.

        This Agreement shall be subject in all respects to the terms and conditions of the Plan and in the event of any question or controversy relating to the terms of the Plan, the decision of the Committee shall be final and conclusive.

4

        14.        Tax Status.

        It is the intent of the Company that this Option not be classified as an “incentive stock option” under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended. The income tax implications of your receipt of a nonqualified stock option and your exercise of such an option should be discussed with your tax counsel.

Sincerely yours,

THE TALBOTS, INC.



By:  
——————————————
        Arnold B. Zetcher
        Chairman, President and Chief Executive Officer

Agreed to and accepted:



——————————————
«Name»


——————————————
Date:    

EX-10.31

«Name»
«Address»
_________, 2004

THE TALBOTS, INC.

2003 EXECUTIVE STOCK BASED INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043

        The undersigned acknowledges receipt from The Talbots, Inc. (the “Company” or “Talbots”) of (i) this Restricted Stock Agreement providing the terms and conditions of a grant of restricted stock made as of ______, ____ under the 2003 Executive Stock Based Incentive Plan (the “Plan”), and (ii) a copy of the Plan.

        The restricted stock grant (the “Award”) is for «Shares» shares of Common Stock of the Company, $.01 par value (the “Restricted Stock”).

        A check in the amount of $«Cost» (being $.01 per share) in full payment of the purchase price for the Restricted Stock has been delivered to the Company.

        The undersigned acknowledges that the Award is subject to the execution and delivery of this Restricted Stock Agreement (this “Agreement”).

        In consideration of the Company’s accepting this Agreement and delivering the shares of Restricted Stock provided for herein, the undersigned hereby agrees with the Company as follows:

        1.         Restricted Period.

        (a)        No Transfer of Unvested Shares. During the period of time that any shares of Restricted Stock are unvested as set forth in paragraphs 1(b) and 1(c) below (the “Restricted Period”), such unvested shares shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution or as provided in this Agreement.

        (b)        Normal Vesting Period. Except as provided in paragraph 1(c) below or as otherwise provided in the Plan or in any written employment agreement executed between the Company and the undersigned, the Restricted Stock subject to the Award shall vest on _____, ___.

        (c)        Performance Accelerated Vesting. The Restricted Stock shall be subject to possible accelerated vesting after ______, ____ based on Talbots three year RONA performance measured against a peer group of retail companies comprising the Retail Group, in accordance with the following:

        (i)        If Talbots relative RONA performance ranking meets or exceeds the 50^th percentile of the companies comprising the Retail Group, but does not meet or exceed the 75^th percentile of the Retail Group, as determined by the Company’s Compensation Committee of the Board of Directors (the “Compensation Committee”), then 50% of the Restricted Stock will vest on the date of the Compensation Committee’s determination of the RONA performance, but not later than ______, _____.

        (ii)        If Talbots relative RONA performance ranking meets or exceeds the 75^th percentile of the companies comprising the Retail Group, as determined by the Compensation Committee, then 100% of the Restricted Stock will vest on the date of the Compensation Committee’s determination of the RONA performance, but not later than ______, _____.

                 The RONA performance of Talbots and the RONA performance of each of the other companies comprising the Retail Group will be determined by the Compensation Committee on or before ______, ____, and the determination by the Compensation Committee shall be final, binding and conclusive on all parties. In the event that the undersigned ceases employment with Talbots after _______, ___ (which is the three year anniversary of the date of this Restricted Stock Agreement) but before the date of the Compensation Committee’s determination of RONA under this paragraph 1(c) (which is to be on or before _____, ____), then such cessation of employment will not affect the undersigned vesting rights, if any, in such Restricted Stock under the vesting provisions of this paragraph 1(c).

        (d)        Definitions. For purposes of paragraph 1(c), the following terms have the following meanings:

                 “RONA” means, for each company in the Retail Group, the total three-year return on net assets covering fiscal year ____ through fiscal year ____, computed as follows: (a) net income, divided by (b) total average assets less total average current liabilities, as determined by the Compensation Committee. RONA will be determined based on the periodic financial reports filed with the Securities and Exchange Commission. The Committee will have discretion to adjust such reported results for extraordinary items as it sees fit in its sole and absolute discretion.

2

                 “Retail Group” means AnnTaylor Stores Corporation; Charming Shoppes, Inc.; Chico’s FAS, Inc.; The Children's Place Retail Stores, Inc.; Coldwater Creek Inc.; The Gap, Inc.; The Gymboree Corporation; J. Crew Group, Inc.; The J. Jill Group, Inc.; Limited Brands, Inc.; Nordstrom, Inc.; Too, Inc. and Talbots.

                 In the event that a company constituting part of the Retail Group has not for any reason publicly reported audited financial results covering fiscal years ____ through ____ prior to _____, _____, then the Compensation Committee may, in its sole discretion, either (i) use publicly available audited and unaudited financial results of such company covering a period of not less than twelve consecutive quarters ending within (6) months prior to ______, ____ or (ii) exclude such company from the Retail Group. In addition, in the event the Compensation Committee determines, for any reason in its sole discretion, that any company constituting part of the Retail Group should not be considered a “comparable”company for purposes of determining RONA, then such company may be excluded by the Compensation Committee from the Retail Group. The Compensation Committee may also make such other adjustments to the companies comprising the Retail Group (including the addition of companies) as it may deem appropriate under the circumstances.

        2.         Repurchase Option

        The Company will have the option to repurchase the Restricted Stock that has not yet vested at a price of $.01 per share, which price may be amended from time to time by the Compensation Committee of the Company (the “Committee”) in its discretion. Such option will be exercisable with respect to such unvested shares of Restricted Stock (i) if the undersigned’s continuous employment for the Company or an Affiliate (as such term is defined in the Plan) shall terminate for any reason, except solely by reason of a period of Related Employment (as such term is defined in the Plan), or except as otherwise provided in paragraph 3 hereof, prior to the expiration of the Restricted Period with respect to such unvested shares of Restricted Stock, (ii) if, on or prior to the expiration of the Restricted Period with respect to such unvested shares of Restricted Stock or the earlier lapse of this repurchase option with respect to such unvested shares of Restricted Stock, the undersigned has not paid to the Company an amount equal to any federal, state, local or foreign income or other taxes which the Company determines is required to be withheld in respect of such shares, or (iii) under such other circumstances as determined by the Committee in its discretion. Any attempt by the undersigned to dispose of any unvested Restricted Stock in contravention of the foregoing repurchase option of the Company shall be null and void and without effect. If the Company’s repurchase option is not exercised by the Company with respect to any unvested shares of Restricted Stock within one hundred twenty (120) days after the later of the date the undersigned is finally removed from the payroll of the Company or its Affiliates or any later effective date of employment termination (in each case, including any period of challenge or appeal by the undersigned), such option shall terminate and be of no further force and effect.

3

        3.        Death, Disability or Retirement.

        If the undersigned has been in continuous employment for the Company or an Affiliate since the date on which the Award was granted, and while in such employment, the undersigned dies, or terminates such employment by reason of disability (as such term is defined in Paragraph 12 of the Plan) or by reason of early, normal or deferred retirement under a qualified retirement program of the Company or an Affiliate, and any of such events shall occur prior to the end of the Restricted Period with respect to any unvested Restricted Stock, the Committee may determine to cancel the repurchase option described in paragraph 2 hereof and any and all other restrictions on any or all of the unvested Restricted Stock subject to the Award; and such repurchase option shall become exercisable at such time as to any remaining unvested Restricted Stock. If and to the extent such repurchase option is so canceled as to any such shares of Restricted Stock, such shares shall no longer be subject to the restrictions hereunder and shall be deemed vested.

        4.        Issuance and Repurchase of Restricted Stock.

        Each certificate for Restricted Stock issued pursuant to the Award shall be deposited by the undersigned with the Company, together with a stock power endorsed in blank, or shall be evidenced in such other manner permitted by applicable law as determined by the Committee in its discretion. If the Company chooses to exercise its option to repurchase unvested Restricted Stock as described in paragraph 2 hereof, title to such shares shall be deemed transferred to the Company without further action by the undersigned. Contemporaneously with such transfer of title to such shares to the Company, the Company shall pay to the undersigned, or in the event of his death, his personal representative, as the case may be, the purchase price for such shares of repurchased Restricted Stock.

        5.        Certificates.

        (a)        The undersigned acknowledges that all certificates evidencing shares of Restricted Stock of the Company issued pursuant to the Award and this Agreement shall bear a restrictive legend as follows:

“THE SHARES EVIDENCED BY THIS CERTIFICATE ARE PARTLY PAID AND ARE SUBJECT TO (i) RESTRICTIONS ON TRANSFER AND (ii) A REPURCHASE OPTION OF THE TALBOTS, INC. UNDER CERTAIN CIRCUMSTANCES, PURSUANT TO THE PROVISIONS OF THE TALBOTS, INC. 2003 EXECUTIVE STOCK BASED INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT DATED AS OF _______, ______ BY AND BETWEEN «Name» AND THE TALBOTS, INC. THE PLAN AND THE AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE TALBOTS, INC.”

      (Place for Date Stamp)

4

        (b)        The undersigned acknowledges that the certificate evidencing the shares of Restricted Stock delivered pursuant to this Agreement may be issued in several denominations. The date appearing immediately below the legend on each stock certificate will be the date on which shares represented by such certificate are scheduled to become free of the restrictions as set forth in paragraph 1(b) above, subject to all of the other terms and conditions of this Agreement.

        6.        Restriction.

        The undersigned understands that the Company intends to prepare and file with the Securities and Exchange Commission a Form S-8 registration statement under the Securities Act of 1933 with respect to the Plan and the shares covered by this Agreement. The undersigned understands that once shares have become free of restrictions, new certificates will be issued by the Company’s transfer agent not containing the legend provided for in paragraph 5 hereof, and that the undersigned will be free to sell the Common Shares evidenced by such certificates not bearing such legend, subject to applicable requirements of federal and state securities laws. The undersigned agrees that any such sales will be effected by means of a broker’s transaction using the facilities of the New York Stock Exchange (where the Common Shares of the Company are listed). The Company will endeavor to file such registration statement on Form S-8 with the Securities and Exchange Commission and to keep such registration statement effective to permit such sale, but in the event the Company notifies the undersigned that such registration statement is not then effective, the undersigned agrees to refrain from sales of Common Shares until such time as the Company advises him that such registration statement has become effective.

        7.        Rights with Respect to Shares.

        The undersigned shall have, after issuance of a certificate for the number of shares of Restricted Stock awarded and prior to the expiration of any Restricted Period (or the earlier repurchase of unvested shares of Restricted Stock by the Company), the right to vote the same and to receive dividends or other distributions made or paid with respect to such Restricted Stock, subject, however, to the options, restrictions and limitations imposed thereon pursuant to this Agreement and the Plan.

        8.        Subject to Terms of the Plan.

        This Agreement shall be subject in all respects to the terms and conditions of the Plan and in the event of any question or controversy relating to the terms of the Plan, the decision of the Compensation Committee shall be final and conclusive.

        9.        Trading Black Out Periods.

        By entering into this Agreement the undersigned expressly agrees that: (i) during all periods of employment of the undersigned with the Company and its Affiliates, or otherwise while the undersigned is otherwise maintained on the payroll of the Company or its Affiliates, the undersigned shall abide by all trading “black out” periods with respect to purchases or sales of Company stock or exercises of stock options for Company stock established from time to time by the Company (“Trading Black Out Periods”) and (ii) upon cessation or termination of employment with the Company for any reason, the undersigned agrees that for a period of six (6) months following the effective date of any termination of employment or, if later, for a period of six (6) months following the date as of which the undersigned is no longer on the payroll of the Company or its Affiliates, the undersigned shall continue to abide by all such Trading Black Out Periods established from time to time by the Company.

5

        10.        Change in Control.

        All other restrictions on any then outstanding Restricted Stock shall lapse upon a Change in Control Event (as such term is defined in the Plan).

Very truly yours,


Signature:  ——————————————
                      «Name»

Title:     ——————————————

Date:     ——————————————

The foregoing Restricted Stock
Agreement is hereby accepted:

THE TALBOTS, INC.


By:  
——————————————
    Arnold B. Zetcher
    Chairman, President and Chief Executive Officer