Restricted Stock Award (#)
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TRUE RELIGION APPAREL,
INC.
2009 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK AWARD
CERTIFICATE
THIS IS TO CERTIFY that True
Religion Apparel, Inc., a Delaware corporation (the “
Company ”), has granted you (“
Participant ”) the right to receive Common
Stock of the Company under its 2009 Equity Incentive Plan (the
“ Plan ”), as follows:
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Name
of Participant:
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_____________________________________
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Address of Participant:
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_____________________________________
_____________________________________
_____________________________________
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Number of Shares:
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_____________________________________
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Date
of Grant:
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_____________________________________
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Acceptance Expiration Date:
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15
days after Participant’s receipt of this Certificate and the
attached Restricted Stock Award Agreement.
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Vesting Commencement Date:
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_____________________________________
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Vesting Schedule:
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Anniversary of
Vesting
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Percentage of
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Commencement
Date
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Shares
Vested
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%
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%
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%
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%
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By your signature and the signature
of the Company’s representative below, you and the Company
agree to be bound by all of the terms and conditions of the
attached Restricted Stock Award Agreement and the Plan (both
incorporated herein by this reference as if set forth in full in
this document). By executing this Certificate, you hereby
irrevocably elect to accept the Restricted Stock Award rights
granted pursuant to this Certificate and the related Restricted
Stock Award Agreement and to receive the shares of Restricted Stock
of True Religion Apparel, Inc. designated above subject to the
terms of the Plan, this Certificate and the Award
Agreement.
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Participant:
_________________________________________
Name:
Dated:____________________________________
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True Religion Apparel, Inc.
By:
____________________________
Name:
____________________________
Title:
____________________________
Dated:
____________________________
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True Religion Apparel, Inc. Executive Restricted
Stock Award Certificate
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TRUE RELIGION APPAREL,
INC.
2009 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
This Restricted Stock Award
Agreement (this “ Agreement ”), is made
and entered into on the execution date of the Restricted Stock
Award Certificate to which it is attached (the “
Certificate ”), by and between True Religion
Apparel, Inc., a Delaware corporation (the “
Company ”), and the Participant named in the
Certificate.
Pursuant to the True Religion
Apparel, Inc. 2009 Equity Incentive Plan (the “
Plan ”), the Administrator has authorized the
grant to Participant of the right to receive shares of the
Company’s Common Stock (the “ Award
”), upon the terms and subject to the conditions set forth in
this Agreement and in the Plan. Capitalized terms not otherwise
defined herein have the meanings ascribed to them in the
Plan.
NOW , THEREFORE , in consideration of the
premises and the benefits to be derived from the mutual observance
of the covenants and promises contained herein and other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
Basis for Award . This Award is made pursuant to the Plan
for valid consideration provided to the Company by Participant. By
your execution of the Certificate, you agree to accept the
Restricted Stock Award rights granted pursuant to the Certificate
and this Agreement and to receive the shares of Restricted Stock of
the Company designated in the Certificate subject to the terms of
the Plan, the Certificate and this Agreement.
2.
Restricted Stock Award . The Company hereby awards and
grants to Participant, for valid consideration with a value in
excess of the aggregate par value of the Common Stock awarded to
Participant, the number of shares of Common Stock set forth in the
Certificate, which are subject to the restrictions and conditions
set forth in the Plan, the Certificate and in this Agreement (the
“ Restricted Stock ”). One or more stock
certificates representing the number of shares of Common Stock
specified in the Certificate will hereby be registered in
Participant’s name (the “ Stock
Certificate ”), but will be deposited and held in the
custody of the Company for Participant’s account as provided
in Section 4 hereof until such Restricted Stock becomes
vested. Participant acknowledges and agrees that those shares of
Common Stock may be issued as a book entry with the Company’s
transfer agent and that no physical certificates need be issued for
as long as such shares remain subject to forfeiture and
restrictions on transfer.
3.
Vesting . Except as otherwise provided in an employment
agreement or service agreement, the terms of which have been
approved by the Administrator, the Restricted Stock will vest and
restrictions on transfer will lapse pursuant to the Vesting
Schedule set forth in the Certificate, on condition that
Participant is still then in Continuous Service. Except as
otherwise provided in an employment agreement or service agreement,
the terms of which have been approved by the Administrator, if
Participant ceases Continuous Service for any reason Participant
will immediately forfeit the shares of Restricted Stock standing in
the name of Participant on the books of the Company that have not
vested and as to which restrictions have
True Religion Apparel, Inc. Executive Restricted Stock Award
Certificate
not lapsed (“ Unvested
Shares ”) and such Unvested Shares will be cancelled
as outstanding shares of Common Stock. To the extent that an
employment agreement or service agreement, the terms of which have
been approved by the Administrator, provides for acceleration of
vesting of any or all Unvested Shares upon termination of
Continuous Service, such provisions are incorporated by reference
herein.
(a)
Forfeiture of Unvested Shares . Unless otherwise provided in
an employment agreement or service agreement, the terms of which
have been approved by the Administrator, if Unvested Shares do not
become vested on or before the expiration of the period during
which the applicable vesting conditions must occur, such Unvested
Shares will be automatically forfeited and cancelled as outstanding
shares of Common Stock immediately upon the occurrence of the event
or period after which such Unvested Shares may no longer become
vested.
(b)
Restriction on Transfer of Unvested Shares . Participant is
not permitted to transfer, assign, grant a lien or security
interest in, pledge, hypothecate, encumber, or otherwise dispose of
any of the Unvested Shares, except as permitted by this
Agreement.
4.
Deposit of the Unvested Shares . Participant shall deposit
all of the Unvested Shares with the Company to hold in its custody
until they become vested, at which time such vested shares of
Restricted Stock will no longer constitute Unvested Shares. If
requested by the Company, Participant shall execute and deliver to
the Company, concurrently with the execution of this Agreement
(and/or, if requested by the Company, from time to time thereafter
during the Restricted Period) blank stock powers for use in
connection with the transfer to the Company or its designee of
Unvested Shares that do not become vested. The Company will deliver
to Participant the Stock Certificate for the shares of Common Stock
that become vested upon the lapse of the forfeiture and
non-transferability restrictions thereon.
5.
Rights as a Stockholder, Dividends . Subject to the terms of
this Agreement, Participant will have all the rights of a
stockholder with respect to the Restricted Stock, including the
right to vote the Restricted Stock and to receive any dividends
thereon; provided that any dividends paid with respect
