INDEMNIFICATION AGREEMENTIndemnification Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2011 by and between Tilly’s, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
TILLY’S INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware
Tilly’s Inc., a Delaware corporation (the “Company”), pursuant to its 2011 Equity and Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.001 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
OFFICE AND WAREHOUSE LEASE BETWEEN AMNET HOLDINGS, LLC, AS LANDLORD AND WORLD OF JEANS and TOPS, A CALIFORNIA CORPORATION, AS TENANT IRVINE, CA 92618Office and Warehouse Lease • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • California
This OFFICE AND WAREHOUSE LEASE (the “Agreement”) dated as of September 2, 2011, is between AMNET HOLDINGS, LLC, a California limited liability company (hereinafter referred to as “Landlord”), and WORLD OF JEANS & TOPS, a California corporation (hereinafter referred to as “Tenant”). For good and valuable consideration, the parties hereby enter into this Agreement based upon the terms below.
TILLY’S INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware
Tilly’s Inc., a Delaware corporation (the “Company”), pursuant to its 2011 Equity and Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the number of shares of the Company’s common stock, par value $0.001 (“Stock”), set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
TILLY’S STOCK OPTION AGREEMENT PURSUANT TO 2007 PLAN (Non-Executive Form)Stock Option Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • California
The Company has granted to the Optionee, pursuant to the Stock Option Grant Agreement (the “Grant Agreement”) and the Company’s 2007 Stock Option Plan (the “Plan”), an Option to purchase certain shares of Stock, upon the terms and conditions set forth in this Agreement. The Option shall in all respects be subject to the terms and conditions of the Grant Agreement and the Plan, the provisions of which are incorporated herein by reference.
S CORPORATION TERMINATION, TAX ALLOCATION AND INDEMNIFICATION AGREEMENTIndemnification Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware
This Termination, Tax Allocation and Indemnification Agreement, dated as of , 2011 (the “Agreement”), is made by and among World of Jeans & Tops, a California corporation (the “Company”), Tilly’s, Inc., a Delaware corporation (“Tilly’s”) and the persons identified on the signature pages hereto who constitute all of the shareholders of the Company on the date hereof (each individually, a “Shareholder,” and collectively, the “Shareholders”).
TILLY’S REPRICED STOCK OPTION GRANT AGREEMENT PURSUANT TO 2007 PLANRepriced Stock Option Grant Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores
(the “Optionee”) had been granted an option (the “Option”) to purchase shares of the Common Stock of World of Jeans & Tops, dba Tilly’s (the “Company”), pursuant to the Stock Option Grant Agreement dated (the “Prior Stock Option Grant”), the Company’s 2007 Stock Option Plan (the “Plan”) and related Stock Option Agreement (the “Option Agreement”), the provisions of which are incorporated herein by reference. This Repriced Stock Option Grant Agreement dated amends the Prior Stock Option Grant only with regard to the Exercise Price. All other terms of your Prior Stock Option Grant are restated below and remain unchanged.
FORM OF SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 7th, 2011 • Tilly's, Inc. • Retail-apparel & accessory stores • California
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of [ ], 2011 by and among World of Jeans & Tops, a California corporation (“WOJT”), the shareholders of WOJT, each of whom are listed on Schedule A hereto (each a “Shareholder,” and collectively, the “Shareholders”), and Tilly’s, Inc., a Delaware corporation (“Tilly’s”).
