Exhibit 10.4


 


BODY CENTRAL CORP.


 


AMENDED AND RESTATED


2006 EQUITY INCENTIVE PLAN


 


FORM OF NON-QUALIFIED STOCK
OPTION AGREEMENT


 


THIS AGREEMENT dated as of
                    
    , 20    , between Body Central
Corp., a corporation organized under the laws of the State of Delaware (the “Company”),
and the individual identified in paragraph 1 below, currently residing at the
address set out at the end of this Agreement (the “Optionee”).


 


1.                            Grant
of Option.  Pursuant and
subject to the Company’s Amended and Restated 2006 Equity Incentive Plan as
attached hereto (as the same may be amended from time to time, the “Plan”), the Company  grants to you, the Optionee identified in the table below, an
option (the “Option”) to purchase from the
Company  all or any part of a total of the
number of  shares identified in the table
below (the “Optioned Shares”) of the common stock, par value
$0.001 per share, in the Company  (the “Stock”), at the exercise price per share set
out in the table below.


 


	
  Optionee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Shares

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise Price Per Share

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Expiration Date

  	
   

  	
   

  



 


2.                            Character
of Option.  This Option
is not intended to be treated as an “incentive stock option” within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended.


 


3.                            Expiration
of Option.  This Option  shall expire at 5:00 p.m. Eastern Time
on Expiration Date or, if earlier, the earliest of the dates specified in
whichever of the following applies:


 


(a)                        If the
termination of your employment or other association is on account of your death
or disability, the first anniversary of the date your employment ends.


 


(b)                       If the
termination of your employment or other association is due to any other reason,
three (3) months after your employment or other association ends.


 

















 


(c)                        If the Company terminates your employment or other association for cause,
or at the termination of your employment or other association the Company had
grounds to terminate your employment or other association for cause (whether
then or thereafter determined), immediately upon the termination of your
employment or other association.


 


4.                            Exercise
of Option.


 


(a)                        Until this
Option expires, you may exercise it as to the number of Optioned Shares
identified in the table below, in full or in part, at any time on or after the
applicable exercise date or dates identified in the table.  However, during any period that this Option
remains outstanding after your employment or other association with the Company
and its Affiliates ends, you may exercise it only to the extent it was
exercisable immediately prior to the end of your employment or other
association.  The procedure for
exercising this Option is described in Section 7 of the Plan.


 


	
  Number of Shares

  in Each Installment

  	
   

  	
  Initial Exercise Date

  for Shares in Installment

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


5.                            Transfer
of Option.  The right to
transfer this Option is subject to the terms of Section 7.6 of the Plan.


 


6.                            Incorporation
of Plan Terms.  This Option  is granted subject to all of the applicable
terms and provisions of the Plan, including but not limited to the limitations
on the Company’s  obligation to deliver
Optioned Shares upon exercise set forth in Section 9 (Settlement of Awards).


 


7.                            Miscellaneous.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware, without regard
to the conflict of laws principles thereof and shall be binding upon and inure
to the benefit of any successor or assign of the Company  and any executor, administrator, trustee, guardian, or other legal
representative of you.  Capitalized terms
used but not defined herein shall have the meaning assigned under the
Plan.  This Agreement may be executed in
one or more counterparts all of which together shall constitute but one
instrument.


 


8.                            Tax
Consequences.  The Company
makes no representation or warranty as to the tax treatment to you of your
receipt or exercise of this Option or upon your sale or other disposition of
the Optioned Shares.  You should rely on
your own tax advisors for such advice.


 


2

















 


9.                                      Acknowledgment.  By accepting this Option you hereby agree and
acknowledge to abide by the Company’s corporate governance and employment
policies including, but not limited to, the Policy on Insider Trading Policy
and the Code of Business Conduct and Ethics for Employees, Executive Officers
and Directors, each as amended and in effect from time to time.


 


[Remainder of the Page Intentionally
Left Blank]


 


3

















 


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


 


	
  BODY CENTRAL CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature of Optionee

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optionee’s Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


4