0001193125-12-129197 Sample Contracts

TILLY’S INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • March 23rd, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware

Tilly’s Inc., a Delaware corporation (the “Company”), pursuant to its 2012 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.

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AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 23rd, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • California

THIS AGREEMENT is entered into as of [ ], 2012, by and between WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

OFFICE AND WAREHOUSE LEASE BETWEEN AMNET HOLDINGS, LLC, AS LANDLORD AND WORLD OF JEANS and TOPS, A CALIFORNIA CORPORATION, AS TENANT IRVINE, CA 92618
Office and Warehouse Lease • March 23rd, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • California

This OFFICE AND WAREHOUSE LEASE (the “Agreement”) dated as of November 1, 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 AGREEMENT
Restricted Stock Award Agreement • March 23rd, 2012 • Tilly's, Inc. • Retail-apparel & accessory stores • Delaware

Tilly’s Inc., a Delaware corporation (the “Company”), pursuant to its 2012 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.

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