Exhibit 10.12


 


bebe stores, inc.


 


RESTRICTED STOCK UNITS AGREEMENT


 


                bebe stores, inc. has granted to
the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units
(the “Notice”)
to which this Restricted Stock Units Agreement (the “Agreement”) is
attached an award (the “Award”) of Restricted Stock
Units upon the terms and conditions set forth in the Notice and this
Agreement.  The Award has been granted
pursuant to the bebe stores, inc. 1997 Stock Plan (the “Plan”),
as amended to the Date of Grant.  The
provisions of the Plan are incorporated into this Agreement by this
reference.  By signing the Notice, the Participant: (a) represents that the Participant has read and is familiar
with the terms and conditions of the Notice, the Plan and this Agreement, (b)
accepts the Award subject to all of the terms and conditions of the Notice, the
Plan and this Agreement, (c) agrees to accept as binding, conclusive and final
all decisions or interpretations of the Board of Directors upon any questions
arising under the Notice, the Plan or this Agreement, and (d) acknowledges
receipt of a copy of the Notice, the Plan and this Agreement.


 


1.             Definitions and Construction.


 


1.1           Definitions.  Whenever used herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or as set forth below:


 


(a)           “Board of Directors” shall mean
the Board of Directors of the Company, as constituted from time to time or, if
a Committee has been appointed, such Committee.


 


(b)           “Change
in Control” shall mean:


 


(i)            The consummation of a merger or consolidation of the
Company with or into another entity or any other corporate reorganization, if
more than 50% of the combined voting power of the continuing or surviving
entity’s securities outstanding immediately after such merger, consolidation or
other reorganization is owned by persons who were not shareholders of the
Company immediately prior to such merger, consolidation or other
reorganization; or


 


(ii)           The sale, transfer or other disposition of all or
substantially all of the Company’s assets.


 


A transaction shall not constitute a Change
in Control if its sole purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction.


 


(c)           “Company” means bebe stores, inc., a California corporation.


 


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(d)           “Consultant” shall means an individual who performs bona fide
services for the Company, or Parent or a Subsidiary as a consultant or advisor,
excluding Employees and Outside Directors.


 


(e)           “Employee” shall mean any individual who is a common-law
employee of the Company, a Parent or a Subsidiary.


 


(f)            “Fair Market Value” shall mean, as of any date,
the value of a Share as determined by the Board of Directors, in its sole
discretion, subject to the following:


 


(i)            If, on such date, there is a public market for the Stock,
the Fair Market Value of a Share shall be the closing sale price of a Share (or
the mean of the closing bid and asked prices of a Share if the Stock is so
quoted instead) as quoted on the Nasdaq National Market, the Nasdaq Small-Cap
Market or such other national or regional securities exchange or market system
constituting the primary market for the Stock, as reported in the Wall
Street Journal or such other source as the Company deems reliable.  If the relevant date does not fall on a day
on which the Stock has traded on such securities exchange or market system, the
date on which the Fair Market Value shall be established shall be the last day
on which the Stock was so traded prior to the relevant date, or such other
appropriate day as shall be determined by the Board of Directors, in its sole
discretion.


 


(ii)           If, on such date, there is no public market for the Stock,
the Fair Market Value of a Share shall be as determined by the Board of
Directors in good faith.


 


(g)           “Outside
Director” shall mean a member of the Board of Directors who is
not an Employee.


 


(h)           “Service” shall mean service as an Employee, Outside Director
or Consultant.


 


(i)            “Share”
shall mean one share of Stock, as adjusted in accordance with
Section 8 of the Plan (if applicable).


 


(j)            “Stock” shall mean the Common Stock of the Company.


 


(k)           “Subsidiary” shall mean any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock possessing
50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.


 


1.2           Construction.  Captions and titles contained herein are for convenience only and
shall not affect the meaning or interpretation of any provision of this
Agreement.  Except when otherwise
indicated by the context, the singular shall include the plural and the plural
shall include the singular.  Use of the
term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


 


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2.             Settlement of the Award.


 


2.1           No Additional Payment
Required.  The Participant shall not be required to
make any additional payment of consideration upon settlement of the Award.


 


2.2           Issuance of Shares of
Stock.  Subject to the provisions of
Section 3.5 below, the Company shall issue to the Participant as soon as
practicable following the date of termination of the Participant’s Service (the
“Settlement
Date”), a number of whole shares of Stock equal to the
Number of Restricted Stock Units (as defined in the Notice).  Such shares of Stock shall not be subject to
any restriction on transfer other than any such restriction as may be required
pursuant to Section 3.5 or any applicable law, rule or regulation.


 


2.3           Tax Withholding.  At the time the Award is granted, or at any time thereafter as
requested by the Company, the Participant hereby
authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to
make adequate provision for, any sums required to satisfy the federal, state,
local and foreign tax withholding obligations of the Company, if any, which
arise in connection with the Award or the issuance of shares of Stock in
settlement thereof.  The Company shall
have no obligation to deliver shares of Stock until the tax withholding
obligations of the Company have been satisfied by the Participant.


 


2.4           Certificate Registration.  The certificate for the shares as to which the Award is settled shall
be registered in the name of the Participant, or, if
applicable, in the names of the heirs of the Participant.


 


2.5           Restrictions on Grant of
the Award and Issuance of Shares.  The grant of the Award and issuance of
shares of Stock upon settlement of the Award shall be subject to compliance
with all applicable requirements of federal, state or foreign law with respect
to such securities.  No shares of Stock
may be issued hereunder if the issuance of such shares would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. 
The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful
issuance and sale of any shares subject to the Award shall relieve the Company
of any liability in respect of the failure to issue or sell such shares as to
which such requisite authority shall not have been obtained.  As a condition to the settlement of the
Award, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation
and to make any representation or warranty with respect thereto as may be
requested by the Company.


 


2.6           Fractional Shares.  The Company shall not be required to issue fractional shares upon
the settlement of the Award.


 


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3.             Nontransferability of the Award.


 


                                Prior the
Settlement Date, neither this Award nor any Restricted Stock Unit subject to
this Award shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participant’s beneficiary, except by will or by the laws of
descent and distribution.


 


4.             Effect of Termination of Service.


 


                                If the Participant’s Service with the Company terminates for any
reason, the Award shall be settled as provided in Section 3.  If the Award is subject to vesting
conditions which have not been satisfied, the Award will be forfeited as of the
date of termination of Service.


 


5.             Adjustment of Shares.


 


                                In the event of
any transaction described in Section 9(a) of the Plan, the terms of the
Restricted Stock Unit shall be adjusted as set forth in Section 9(a) of the
Plan.  In the event that the Company is
a party to a merger and consolidation, the Restricted Stock Unit shall be
subject to the agreement of merger or consolidation, as provided in Section
9(b) of the Plan.


 


6.             Rights as a Stockholder, Director, Employee or
Consultant.


 


                                The Participant shall have no rights as a
stockholder with respect to any shares which may be issued in settlement of
this Award until the date of the issuance of a certificate for such shares (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). 
No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date such certificate is issued.  If the Participant is an Employee, the
Participant understands and acknowledges that, except as otherwise provided in
a separate, written employment agreement between the Company and the
Participant, the Participant’s employment is
“at will” and is for no specified term. 
Nothing in this Agreement shall confer upon the Participant any right to continue in
the Service of the Company or interfere in any way with any right of the
Company Group to terminate the Participant’s Service as a
Director, an Employee or a Consultant, as the case may be, at any time.


 


7.             Legends.


 


                                The Company may
at any time place legends referencing any applicable federal, state or foreign
securities law restrictions on all certificates representing shares of stock
issued pursuant to this Agreement.  The Participant shall, at the request of
the Company, promptly present to the Company any and all certificates
representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the
provisions of this Section.


 


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8.             Miscellaneous
Provisions.


 


8.1           Binding
Effect.  Subject to the
restrictions on transfer set forth herein, this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.


 


8.2           Termination or
Amendment.  The Board of
Directors may terminate or amend the Plan or the Award at any time; provided,
however, that except as provided in Section 8(b) of the Plan in connection with
a Change in Control, no such termination or amendment may adversely affect the
Award without the consent of the Participant unless such
termination or amendment is necessary to comply with any applicable law or
government regulation.  No amendment or
addition to this Agreement shall be effective unless in writing.


 


8.3           Notices.  Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given (except to the
extent that this Agreement provides for effectiveness only upon actual receipt
of such notice) upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail, with postage and fees prepaid,
addressed to the other party at the address shown below that party’s signature or at such other address as such
party may designate in writing from time to time to the other party.


 


8.4           Integrated Agreement.  The Notice and this Agreement constitute the
entire understanding and agreement of the Participant and the Company with respect to the subject matter
contained herein or therein and supersedes any prior agreements, understandings,
restrictions, representations, or warranties among the Participant and the Company with
respect to such subject matter other than those as set forth or provided for
herein or therein.  To the extent
contemplated herein or therein, the provisions of the Notice and the Agreement
shall survive any settlement of the Award and shall remain in full force and
effect.


 


8.5           Applicable Law.  This Agreement shall be governed by the laws
of the State of California as such laws are applied to agreements between
California residents entered into and to be performed entirely within the State
of California.


 


 


 


 


 


 


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