Exhibit 10.18

 

BODY CENTRAL CORP.

AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN

DIRECTOR RESTRICTED STOCK AWARD

 

 

Dear [                            ]:

 

You have been granted an award of shares of common stock of Body Central Corp. (the “Company”) constituting a Restricted Stock Award (this “Award”) under the Body Central Corp. Amended and Restated 2006 Equity Incentive Plan, as amended (the “Plan”), with the following terms and conditions:

 

	
Grant   Date:
    	
 
    	
May 25,   2011

 
    
	
 
    	
 
    	
 
    
	
Number   of Shares of Restricted Stock (“Restricted Shares”):
    	
 
    	
                    (                 )
    
	
 
    	
 
    	
 
    
	
Vesting   Schedule:
    	
 
    	
The   Restricted Shares will vest in full on the first anniversary of the Grant   Date, provided you serve continuously as a director of the Company through   such date.

 

Notwithstanding   the foregoing, the Restricted Shares will vest in full upon the earlier to   occur of:

 

·              The date your   service as a director of the Company is terminated as a result of your   Retirement (as defined below).

 

·              The date your   service as a director of the Company is terminated as a result of your death   or disability (within the meaning of Code Section 22(e)(3)).

 

Except   as otherwise provided above, upon your cessation of service as a director of   the Company prior to the date the Restricted Shares are vested, you will   forfeit the unvested Restricted Shares.

 

The   period prior to which the Restricted Shares vest is referred to in this Award   as the “Period of Restriction” with respect to unvested Restricted Shares.

 

For   purposes of this Award, “Retirement” shall mean a termination of your service   as a director of the Company that occurs after you have (i) reached age   65, (ii) served as an employee or director of the Company for a period   of at least two years prior to such termination (measured consecutively or   concurrently) and (iii) provided six months’ prior written notice to the   Company of such termination.
    
	
 
    	
 
    	
 
    
	
Release   of Shares:
    	
 
    	
The   Restricted Shares will be held in an account at the Company’s transfer agent   during the Period of Restriction. As soon as practicable after the Restricted   Shares vest, the applicable restrictions on the Restricted Shares will be   removed and such shares of Common Stock 
    


 











 

	
 
    	
 
    	
will   be issued according to your instructions; provided that the shares may be   issued in the form of a stock certificate or stock certificates or an   appropriate book entry in the discretion of the Company.
    
	
 
    	
 
    	
 
    
	
Transferability   of Restricted Shares:
    	
 
    	
You   may not sell, transfer, pledge, assign or otherwise alienate or hypothecate   any of your Restricted Shares during the Period of Restriction. In addition,   by accepting this Award, you agree not to sell, transfer, pledge, assign or   otherwise alienate or hypothecate any shares of Common Stock acquired under   this Award other than as set forth in the Plan and at a time when applicable   laws, Company policies or an agreement between the Company and its underwriters   do not prohibit a sale. The Company also may require you to enter into a   stockholder’s agreement that will include additional restrictions on the   transfer of shares of Common Stock acquired under this Award that will remain   effective after such shares have vested.
    
	
 
    	
 
    	
 
    
	
Voting   and Dividends:
    	
 
    	
While   the Restricted Shares are subject to forfeiture, you may exercise full voting   rights and will be credited with all dividends and other distributions paid   with respect to the Restricted Shares, in each case so long as the applicable   record date occurs before you forfeit the Restricted Shares; provided that   any such dividends and other distributions will be held in the custody of the   Company and will be subject to the same risk of forfeiture, restrictions on transferability   and other terms of this Award that apply to the Restricted Shares with   respect to which such distributions were made. All such dividends or other   distributions shall be paid to you within 45 days following the date the   Restricted Shares vest.
    
	
 
    	
 
    	
 
    
	
Transferability   of Award:
    	
 
    	
You   may not transfer or assign this Award for any reason, other than as set forth   in the Plan. Any attempted transfer or assignment will be null and void.
    
	
 
    	
 
    	
 
    
	
Lock-Up:
    	
 
    	
You   understand that this Award and any shares of Common Stock acquired under this   Award are subject to the lock-up restrictions set forth in the Plan (in   addition to the other provisions of the Plan).
    
	
 
    	
 
    	
 
    
	
Taxes:
    	
 
    	
You   understand that you (and not the Company or any Affiliate) shall be   responsible for your own federal, state, local or foreign tax liability and   any other tax consequences that may arise as a result of the transactions   contemplated by this Award. You shall rely solely on the determinations of   your tax advisors or your own determinations, and not on any statements or   representations by the Company or any of its agents, with regard to all such   tax matters. You understand that you may alter the tax treatment of the   shares subject to this Award by filing an election under Code   Section 83(b). Such election must be filed within thirty (30) days after   the date of this Award to be effective. You should consult with   your tax advisor to determine the tax consequences of acquiring the shares   and the advantages and disadvantages of filing the Code Section 83(b) election.   You acknowledge that it is your sole responsibility, and not the Company’s,   to file a timely election under Code Section 83(b), even if you request   the Company or its representatives to make this filing on your behalf.
    


 

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Miscellaneous:
    	
 
    	
·              This Award   may be amended only by written consent signed by both you and the Company,   unless the amendment is not to your detriment. Notwithstanding the foregoing,   this Award may be amended or terminated by the Board or the Committee without   your consent in accordance with the provisions of the Plan.

 

·              The failure   of the Company to enforce any provision of this Award at any time shall in no   way constitute a waiver of such provision or of any other provision hereof.

 

·              In the event   any provision of this Award is held illegal or invalid for any reason, such   illegality or invalidity shall not affect the legality or validity of the   remaining provisions of this Award, and this Award shall be construed and   enforced as if the illegal or invalid provision had not been included in this   Award.

 

·              As a   condition to the grant of this Award, you agree (with such agreement being   binding upon your legal representatives, guardians, legatees or   beneficiaries) that this Award shall be interpreted by the Committee and that   any interpretation by the Committee of the terms of this Award or the Plan,   and any determination made by the Committee pursuant to this Award or the   Plan, shall be final, binding and conclusive.

 

·              This Award may be executed in counterparts.
    


 

This Award is granted under and governed by the terms and conditions of the Plan.  Additional provisions regarding this Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

 

BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN.  YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN.

 

	
BODY   CENTRAL CORP.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
[Name   of Authorized Officer]
    	
 
    	
[Name   of Recipient]
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Date:
    	
 
    	
 
    	
 
    


 

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