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EXHIBIT 10.26
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE WET SEAL, INC.
2005 STOCK INCENTIVE PLAN
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement" ),
made as of the day of
, 2006 (the "Grant Date" ) by and between The Wet Seal, Inc.
(the "Company" ) and
(the "Participant" ), evidences the grant by the Company of
a stock award of restricted stock (the "Restricted Stock")
to the Participant and the Participant’s acceptance of the
Restricted Stock in accordance with the provisions of The Wet Seal,
Inc. 2005 Stock Incentive Plan (the "Plan") . Capitalized
terms that are not defined in this Agreement have the same meeting
as set forth in the Plan.
NOW, THEREFORE, the Company and the Participant agree as
follows:
1. Basis for Award .
The award of Restricted Stock is made under the Plan pursuant to
Section 9 thereof for services rendered to the Company by the
Participant.
2. Stock Awarded .
(a) The Company hereby awards to the Participant, in the
aggregate, an award of
shares of Stock (the "Award" ) which shall be subject to the
conditions and restrictions set forth in the Plan and this
Agreement.
(b) Shares of Restricted Stock shall be evidenced by book-entry
registration with the Company’s transfer agent, subject to
such stop-transfer orders and other terms deemed appropriate by the
Committee to reflect the restrictions applicable to such Restricted
Stock. Notwithstanding the foregoing, if any certificate is issued
in respect of such Restricted Stock, at the sole discretion of the
Committee, such certificate shall be registered in the name of the
Participant and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to this Award,
substantially in the following form:
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"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD
AGREEMENT DATED AS OF
, 2006, ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE WET SEAL,
INC."
If a certificate is issued with respect to the Restricted Stock,
the Committee may require that the certificate evidencing such
shares be held in custody by the Company until the restrictions
thereon shall have lapsed and that the Participant deliver a stock
power, endorsed in blank,
relating to the shares covered by this Award. At
the expiration of the restrictions, the Company shall instruct the
transfer agent to release the shares from the restrictions
applicable to such Restricted Stock, subject to the terms of the
Plan and applicable law or, in the event that a certificate has
been issued, redeliver to the Participant (or his or her legal
representative, beneficiary or heir) share certificates for the
shares deposited with it without any legend except as otherwise
provided by the Plan, this Agreement or applicable law. During the
period that the Participant holds the Restricted Stock, the
Participant shall have the right to receive dividends on and to
vote the Restricted Stock while it is subject to restriction,
except as otherwise provided by the Plan. If the Restricted Stock
is forfeited, in whole or in part, the Participant will assign,
transfer and deliver any evidence of the Restricted Stock to the
Company and cooperate with the Company to reflect such forfeiture.
By accepting this Award, the Participant acknowledges that the
Company does not have an adequate remedy in damages for the breach
by the Participant of the conditions and covenants set forth in
this Agreement and agrees that the Company is entitled to and may
obtain an order or a decree of specific performance against the
Participant issued by any court having jurisdiction.
(c) Except as provided in the Plan or this Agreement, prior to
vesting as provided in Section 3 of this Agreement, the shares
will be forfeited by the Participant and all of the
Participant’s rights to such stock shall immediately
terminate without any payment or consideration by the Company, in
the event of any sale, assignment, transfer, hypothecation, pledge
or other alienation of such Restricted Stock made or attempted,
whether voluntary or involuntary, and if involuntary whether by
process of law in any civil or criminal suit, action or proceeding,
whether in the nature of an insolvency or bankruptcy proceeding or
otherwise. Notwithstanding the foregoing, Participant may transfer
the Restricted Stock to his Immediate Family Members (or to trusts
or partnerships or limited liability companies established for such
family members); provided , that , (i) such
transfer is for no consideration, (ii) the Restricted Stock
shall continue to be subject to the terms, conditions and
restrictions herein and (iii) such transfer is effected
through such procedures as the Committee may establish from time to
time.
The restrictions set forth in this Agreement will
lapse and the Restricted Stock will vest as follows:
(a) With respect to 33- 1
/ 3 % of
the shares of Restricted Stock, the restrictions will lapse and the
shares will vest upon the first date on which both of the following
requirements are satisfied: (1) the Participant has provided
Continuous Service from the Grant Date through the first
anniversary of the Grant Date; and (2) the average Fair Market
Value of a share of Stock is at least $7.00 per share during a
period of twenty consecutive business days on which the Participant
is employed by the Company and that is during the period beginning
on the first anniversary of the Grant Date and ending on the fifth
anniversary of the Grant Date.
(b) With respect to 33- 1
/ 3 % of
the shares of Restricted Stock, the r
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