exv10w15






Exhibit 10.15




RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

RUE21, INC. 2009 OMNIBUS INCENTIVE PLAN




* * * * *




Participant:




Grant Date:




Number of Restricted Stock Units granted:




* * * * *




     THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant
Date specified above, is entered into by and between rue21, Inc., a company organized in the State
of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21,
Inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the
“Plan”), which is administered by the Committee; and



          WHEREAS, it has been determined under the Plan that it would be in the best interests of the
Company to grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.




          NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth
and for other good and valuable consideration, the parties hereto hereby mutually covenant and
agree as follows:




          1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in
all respects to the terms and provisions of the Plan (including, without limitation, any amendments
thereto adopted at any time and from time to time unless such amendments are expressly intended not
to apply to the award provided hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized
term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan.
The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has
read the Plan carefully and fully understands its content. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.




          2. Grant of Restricted Stock Unit Award. The Company hereby grants to the
Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as
otherwise provided by the Plan, the Participant agrees and understands that nothing contained in
this Agreement provides, or is intended to provide, the Participant with any protection against
potential future dilution of the Participant’s interest in the Company for any reason. Subject to
Section 5, the Participant shall not have the rights of a stockholder in respect














 







of the shares underlying this Award until such shares are delivered to the Participant in
accordance with Section 4.1




     3. Vesting and Payment.



          (a) The RSUs subject to this grant shall become unrestricted and vested as to [25% on each of
the first four anniversaries of the Grant Date specified above], provided the Participant is then
employed by the Company and/or one of its Subsidiaries or Affiliates. There shall be no
proportionate or partial vesting in the periods prior to each vesting date and all vesting shall
occur only on the appropriate vesting date, subject to the Participant’s continued service with the
Company or any of its Subsidiaries on each applicable vesting date.




          (b) Certain Terminations. All unvested RSUs shall immediately become vested upon a
Termination due to [(i) the Participant’s death or (ii) the Participant’s Disability.] 2



          (c) [Change in Control. All unvested RSUs shall immediately become vested upon a
Change in Control; provided the Participant is continuously employed by the Company or its
Subsidiaries through such date.]



          (d) Effect of Detrimental Activity. The provisions of Section 10.4 of the Plan
regarding Detrimental Activity shall apply to the RSUs.



          (e) Forfeiture. Subject to Section 3(b), all unvested RSUs shall be immediately
forfeited upon the Participant’s Termination for any reason.



     4. Delivery of Shares.



          (a) General. Subject to Section 4(b) and the provisions of the Plan, the Company
shall deliver to the Participant the number of shares of Common Stock equal to the aggregate number
of vested RSUs on the first to occur of [(i) [Specified Date], (ii) a Change in Control or (iii)
the 30th day following a Termination]. In no event shall a Participant be entitled to receive any
shares with respect to any unvested or forfeited portion of the RSU.



          (b) Blackout Periods. If the Participant is subject to any Company “blackout” policy
or other trading restriction imposed by the Company on the date such distribution would otherwise
be made pursuant to Section 4(a), such distribution shall be instead made on the earlier of (i) the
date the Participant is not subject to any such policy or restriction and (ii) the later of (A) the
end of the calendar year in which such distribution would otherwise have been made and (B) a date
that is immediately prior to 2.5 months following the date such distribution would otherwise have
been made.



     5. Dividends and Other Distributions. Participants holding RSUs shall be entitled to
receive all dividends and other distributions paid with respect to such shares, provided that any
such dividends or other distributions will be subject to the same vesting requirements as the





 




			
	1	 	Company to confirm whether to add restrictive
covenants (e.g., non-competition covenant).
	 
	2	 	The Plan contains a provision regarding the treatment
of RSUs upon a termination of employment but permits the Award Agreement to
treat RSUs differently than under the Plan.




2









 









underlying RSUs and shall be paid at the time the RSUs becomes vested pursuant to Section 3.
If any dividends or distributions are paid in shares, the shares shall be deposited with the
Company and shall be subject to the same restrictions on transferability and forfeitability as the
RSUs with respect to which they were paid. [The Participant may exercise full voting rights with
respect to the RSUs granted hereunder.]




     6. Non-transferability. The RSUs, and any rights and interests with respect thereto,
issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged,
transferred, assigned or otherwise disposed of in any way by the Participant (or any
beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or
the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge,
encumber or otherwise dispose of or hypothecate in any way the RSUs, or the levy of any execution,
attachment or similar legal process upon the RSUs, contrary to the terms and provisions of this
Agreement and/or the Plan shall be null and void and without legal force or effect.



     7. Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without regard to the choice of law principles thereof.



     8. Withholding of Tax. The Company shall have the power and the right to deduct or
withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any
federal, state, local and foreign taxes of any kind (including, but not limited to, the
Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary
to be withheld or remitted to comply with the Code and/or any other applicable law, rule or
regulation with respect to the RSUs and, if the Participant fails to do so, the Company may
otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued
pursuant to this Agreement. Any statutorily required withholding obligation with regard to the
Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise
deliverable to the Participant hereunder.



     9. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the
entire agreement between the parties hereto with respect to the subject matter contained herein,
and supersedes all prior agreements or prior understandings, whether written or oral, between the
parties relating to such subject matter. The Committee shall have the right, in its sole
discretion, to modify or amend this Agreement from time to time in accordance with and as provided
in the Plan. This Agreement may also be modified or amended by a writing signed by both the
Company and the Participant. The Company shall give written notice to the Participant of any such
modification or amendment of this Agreement as soon as practicable after the adoption thereof.



     10. Notices. Any notice hereunder by the Participant shall be given to the Company in
writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel
of the Company. Any notice hereunder by the Company shall be given to the Participant in writing
and such notice shall be deemed duly given only upon receipt thereof at such address as the
Participant may have on file with the Company.



3









 





     11. No Right to Employment. Any questions as to whether and when there has been a
Termination and the cause of such Termination shall be determined in the sole discretion of the
Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the
Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at
any time, for any reason and with or without cause.



     12. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously
consents to the transmission by the Company (or any Subsidiary) of any personal data information
related to the RSU awarded under this Agreement for legitimate business purposes (including,
without limitation, the administration of the Plan). This authorization and consent is freely
given by the Participant.



     13. Compliance with Laws. This issuance of RSUs (and the shares underlying the RSUs)
pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements
of any foreign and U.S. federal and state securities laws, rules and regulations (including,
without limitation, the provisions of the Securities Act of 1933, as amended, the 1934 Act and in
each case any respective rules and regulations promulgated thereunder) and any other law or
regulation applicable thereto. The Company shall not be obligated to issue this RSU or any of the
shares pursuant to this Agreement if any such issuance would violate any such requirements.



     14. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be
binding upon, and be enforceable by the Company and its successors and assigns. The Participant
shall not assign (except as provided by Section 6 hereof) any part of this Agreement without the
prior express written consent of the Company.



     15. Headings. The titles and headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a part of this
Agreement.



     16. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one and the same
instrument.



     17. Further Assurances. Each party hereto shall do and perform (or shall cause to be
done and performed) all such further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as either party hereto reasonably may request in order to
carry out the intent and accomplish the purposes of this Agreement and the Plan and the
consummation of the transactions contemplated thereunder.



     18. Severability. The invalidity or unenforceability of any provisions of this
Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any
provision of this Agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.



     19. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company
may terminate or amend the Plan at any time; (b) the award of RSUs made under this



4









 







Agreement is completely independent of any other award or grant and is made at the sole
discretion of the Company; (c) no past grants or awards (including, without limitation, the RSUs
awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever;
and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary
salary, and shall not be considered as part of such salary in the event of severance, redundancy or
resignation.



* * * * *




5









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 	 	 	 	 
	 	 	RUE21, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:  
	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	PARTICIPANT	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Social Security Number:	 	 
	 

	 	 	 	 	 	 

	 	 







6