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EXHIBIT
10.1
FORM OF
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
, 200 (the “Grant
Date” ) by and between The Wet Seal, Inc. (the
“Company” ) and
(the “Participant” ) who is a director who
serves on the Board of Directors of the Company (the
“Board” ), evidences the grant by the Company of
a stock award of restricted Class A common stock of the
Company (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” ).
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 service 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 Class A common stock of the Company (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:
“THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE CLASS A COMMON STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK AWARD
AGREEMENT DATED AS OF
, 200 , 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 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
1
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, the restrictions on the Restricted Stock
are that 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
corporations, trusts, partnerships or limited liability companies
established for the Participant and/or such family members);
provided , that , (i) such transfer is for no
consideration other than securities or other interests in such
corporations, trusts, partnerships or limited liability companies,
(ii) the Restricted Stock shall continue to be subject to the
terms, conditions and restrictions herein and (iii) the
transfer is effected through procedures established by the
Committee from time to time.
3. Vesting .
The restrictions described in Section 2 of this Agreement will
lapse with respect to 33-1/3% of the shares of Restricted Stock (
shares) on
, 200 and as to an additional
33-1/3% of the shares of Restricted Stock (
shares) on
, 200 and 33-1/3% of the shares of
Restricted Stock (
shares) on
, 200 , provided the Participant is
still a director serving on the Board of the Company on each of
those dates. Notwithstanding the foregoing, if the
Participa
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