Exhibit 4.5


 


Performance Award
(#)        


 


TRUE RELIGION APPAREL, INC.

2009 EQUITY INCENTIVE PLAN

PERFORMANCE AWARD CERTIFICATE (RESTRICTED STOCK)


 


THIS IS TO CERTIFY that True
Religion Apparel, Inc., a Delaware corporation (the “Company”), has granted you (the “Participant”) the right to receive Common Stock of the Company
under its 2009 Equity Incentive Plan (the “Plan”), as follows:


 


	
  Name of Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acceptance Expiration
  Date:

  	
   

  	
  15 days after
  Participant’s receipt of this Certificate and the attached Performance Award
  Agreement.

  
	
   

  	
   

  	
   

  
	
  Performance Period:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule
  (Performance):

  	
   

  	
   

  



 




	
  Performance Goals(1)

  	
   

  	
  Vested
  Shares

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


Vesting Schedule: (Time)(2):


 




	
  Vesting Date

  	
   

  	
  Percentage
  of Shares Vested

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


By your signature and the signature of the
Company’s representative below, you and the Company agree to be bound by all of
the terms and conditions of the attached Performance Award Agreement and the
Plan (both incorporated herein by this reference as if set forth in full in
this document).  By executing this
Certificate, you hereby irrevocably elect to accept the Award rights granted
pursuant to this Certificate and the related Performance Award Agreement and to
receive the shares of Restricted Stock of True Religion Apparel, Inc.
designated above subject to the terms of the Plan, this Certificate and the
Award Agreement.


 


	
  Participant:

  	
   

  	
  True Religion
  Apparel, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Dated:

  	
   

  
					



 






(1) Subject to the Administrator’s written certification of
attainment pursuant to Section 7.2(g) of the Plan.


 


(2) Shares earned upon satisfaction of the Performance Goals above
will be further subject to time vesting.


 


True
Religion Apparel, Inc. Executive Performance Award Certificate (Restricted
Stock)


 

















 


TRUE RELIGION APPAREL, INC.

2009 EQUITY INCENTIVE PLAN


 


PERFORMANCE AWARD AGREEMENT (RESTRICTED STOCK)


 


This Performance Award
Agreement (this “Agreement”), is made and
entered into on the execution date of the Performance Award Certificate to
which it is attached (the “Certificate”), by and between True Religion Apparel, Inc., a
Delaware corporation (the “Company”), and the Participant named in the Certificate.


 


Pursuant to the True
Religion Apparel, Inc. 2009 Equity Incentive Plan (the “Plan”), the Administrator has authorized the grant to
Participant of the right to receive shares of the Company’s Common Stock (the “Award”), upon the terms and subject
to the conditions set forth in this Agreement and in the Plan.  Capitalized terms not otherwise defined
herein have the meanings ascribed to them in the Plan.


 


NOW, THEREFORE, in consideration of the premises and the benefits
to be derived from the mutual observance of the covenants and promises
contained herein and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Basis for Award.  This Award is made pursuant to the
Plan for valid consideration provided to the Company by Participant.  By your execution of the Certificate, you
agree to accept the Award rights granted pursuant to the Certificate and this
Agreement and to receive the shares of Restricted Stock of the Company
designated in the Certificate subject to the terms of the Plan, the Certificate
and this Agreement.


 


2.                                       Performance Award.  The Company hereby
awards and grants to Participant, for valid consideration with a value in
excess of the aggregate par value of the Common Stock awarded to Participant,
the number of shares of Common Stock set forth in the Certificate, which are
subject to the restrictions and conditions set forth in the Plan, the
Certificate and in this Agreement (the “Restricted
Stock”).  One or more
stock certificates representing the number of shares of Common Stock specified
in the Certificate will hereby be registered in Participant’s name (the “Stock Certificate”), but will
be deposited and held in the custody of the Company for Participant’s account
as provided in Section 4 hereof until such Restricted Stock becomes
vested.  Participant acknowledges and
agrees that those shares of Common Stock may be issued as a book entry with the
Company’s transfer agent and that no physical certificates need be issued for
as long as such shares remain subject to forfeiture and restrictions on
transfer.


 


3.                                       Vesting.  Except as otherwise provided in an employment
agreement or service agreement, the terms of which have been approved by the
Administrator, the Restricted Stock will vest and restrictions on transfer will
lapse pursuant to the Vesting Schedule set forth in the Certificate, on
condition that Participant is still then in Continuous Service.  Except as otherwise provided in an employment
agreement or service agreement, the terms of which have been approved by the
Administrator, if Participant ceases Continuous Service for any reason
Participant will immediately forfeit the shares of Restricted Stock standing in
the name of Participant on the books of the Company that have not vested and as
to which restrictions have 


 


True
Religion Apparel, Inc. Executive Performance Award Agreement (Restricted Stock)


 

















 


not
lapsed (“Unvested Shares”) and such Unvested Shares will be cancelled as outstanding
shares of Common Stock.  To the extent
that an employment agreement or service agreement, the terms of which have been
approved by the Administrator, provides for acceleration of vesting of any or
all Unvested Shares upon termination of Continuous Service, such provisions are
incorporated by reference herein.


 


(a)                                  Forfeiture
of Unvested Shares.  Unless
otherwise provided in an employment agreement or service agreement, the terms
of which have been approved by the Administrator, if Unvested Shares do not
become vested on or before the expiration of the period during which the
applicable vesting conditions must occur, such Unvested Shares will be
automatically forfeited and cancelled as outstanding shares of Common Stock
immediately upon the occurrence of the event or period after which such Unvested
Shares may no longer become vested.


 


(b)                                 Restriction
on Transfer of Unvested Shares.  Participant is not permitted to transfer,
assign, grant a lien or security interest in, pledge, hypothecate, encumber, or
otherwise dispose of any of the Unvested Shares, except as permitted by this
Agreement.


 


4.                                       Deposit of the Unvested Shares.  Participant shall
deposit all of the Unvested Shares with the Company to hold in its custody
until they become vested, at which time such vested shares of Restricted Stock
will no longer constitute Unvested Shares. 
If requested by the Company, Participant shall execute and deliver to
the Company, concurrently with the execution of this Agreement (and/or, if
requested by the Company, from time to time thereafter during the Restricted
Period) blank stock powers for use in connection with the transfer to the
Company or its designee of Unvested Shares that do not become vested.  The Company will deliver to Participant the
Stock Certificate for the shares of Common Stock that become vested upon the
lapse of the forfeiture and non-transferability restrictions thereon, but not
earlier than the Administrator’s certification pursuant to Section 7.2(g) of
the Plan that the Vesting Performance Goals have been achieved.


 


5.                                       Rights as a Stockholder, Dividends.  Subject to the
terms of this Agreement, Participant will have all the rights of a stockholder
with respect to the Restricted Stock, including the right to vote the
Restricted Stock and to receive any dividends thereon; provided that any
dividends paid with respect to Unvested Shares will not be paid to Participant
until the Unvested Shares pursuant to which the dividends were paid become
vested and are no longer subject to forfeiture and restrictions on transfer.  Any such dividends will be deposited with a
third party escrow agent or a third party trustee selected by the Administrator
in its discretion, until such time as the Unvested Shares relating to such
dividends become vested and deliverable to Participant, at which time such
dividends will be released from escrow and paid to Participant.  If the Unvested Shares relating to dividends
held in escrow are subsequently forfeited, such dividends will be automatically
forfeited and released from escrow and returned to the Company.


 


6.                                       Compliance with Laws and Regulations.  The issuance and
transfer of Common Stock is subject to the Company’s and Participant’s full
compliance, to the satisfaction of the Company and its counsel, with all
applicable requirements of federal, state and foreign securities laws and with
all applicable requirements of any securities exchange on which the Common
Stock may be listed at the time of such issuance or transfer.  Participant understands that the 


 


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Company
is under no obligation to register or qualify the shares of Common Stock with
the Securities Exchange Commission, any state securities commission, foreign
securities regulatory authority, or any securities exchange to effect such
compliance.


 


7.                                       Tax Withholding.


 


(a)                                  As a condition
to the release of shares of Common Stock from escrow and lapse of restrictions
on transfer, no later than the first to occur of (i) the date as of which
the all or any of the shares of Restricted Stock vest and the restrictions on
their transfer lapse, or (ii) the date required by Section 7(b),
Participant shall pay to the Company any federal, state, or local taxes
required by law to be withheld with respect to the shares of Restricted Stock
that vest and for which the restrictions lapse. 
Participant shall pay such amount to the Company in cash, or by
tendering Common Stock held by Participant, including shares of Restricted
Stock held in escrow that become vested, with a Fair Market Value on the date
the Restricted Stock vests equal to the amount of Participant’s minimum
statutory tax withholding liability, or a combination thereof.  If Participant fails to make such payments,
the Company will, to the extent permitted by law, have the right to deduct from
any payment of any kind otherwise due to Participant any federal, state, or
local taxes required by law to be withheld with respect to such shares of
Common Stock.


 


(b)                                 Participant may
elect, within 30 days of the Date of Grant, to include in gross income for
federal income tax purposes pursuant to Section 83(b) of the Code, an
amount equal to the aggregate Fair Market Value on the Date of Grant of the
Restricted Stock granted hereunder.  In
connection with any such election, Participant shall promptly provide the
Company with a copy of such election as filed with the Internal Revenue
Service, and pay to the Company, or make such other arrangements satisfactory
to the Administrator to pay to the Company based on the Fair Market Value of
the Restricted Stock on the Date of Grant, any federal, state, or local taxes
required by law to be withheld with respect to such shares of Restricted Stock
at the time of such election.  If
Participant fails to make such payments, the Company will, to the extent
permitted by law, have the right to deduct from any payment of any kind
otherwise due to Participant any federal, state, or local taxes required by law
to be withheld with respect to such shares of Common Stock.


 


8.                                       No Right to Continued Service.  Nothing in this
Agreement or in the Plan imposes or may be deemed to impose, by implication or
otherwise, any limitation on any right of the Company or any Affiliate to
terminate Participant’s Continuous Service at any time.


 


9.                                       Representations and Warranties of
Participant.  Participant represents and warrants to the
Company as follows:


 


(a)                                  Agrees
to Terms of the Plan.  Participant
acknowledges that a copy of the Plan has been made available to Participant,
and Participant has read and understands the terms of the Plan, the Certificate
and this Agreement and agrees to be bound by their terms and conditions.  Participant acknowledges that there may be
adverse tax consequences upon the vesting of Restricted Stock or disposition of
the shares of Common Stock once vested, and that Participant should consult a
tax advisor before such time.


 


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(b)                                 Stock
Ownership.  Participant
is the record and beneficial owner of the shares of Restricted Stock with full
right and power to transfer the Unvested Shares to the Company free and clear
of any liens, claims, or encumbrances and Participant understands that the
Stock Certificates evidencing the Restricted Stock will bear a legend
referencing this Agreement.


 


(c)                                  Rule 144.  Participant understands that Rule 144
promulgated under the Securities Act may indefinitely restrict transfer of the
Common Stock if Participant is an “affiliate” of the Company (as defined in Rule 144),
or for up to one year if “current public information” about the Company (as
defined in Rule 144) is not publicly available regardless of whether
Participant is an affiliate of the Company.


 


10.                                 Compliance with Securities Laws.  Participant
understands and acknowledges that, notwithstanding any other provision of the
Agreement to the contrary, the vesting and holding of the Restricted Stock is
expressly conditioned upon compliance with the Securities Act and all
applicable federal, state, and foreign securities laws.  Participant agrees to cooperate with the
Company to ensure compliance with such laws.


 


11.                                 Adjustments.  If, as a result of any adjustment pursuant to
Section 11.1 of the Plan, Participant becomes entitled to receive any
additional shares of Common Stock or other securities (“Additional Securities”) in respect of the Unvested Shares,
the total number of Unvested Shares will be equal to the sum of (i) the
initial Unvested Shares, and (ii) the  number of
Additional Securities issued or issuable in respect of the initial Unvested
Shares and any Additional Securities previously issued to Participant.


 


12.                                 Change in Control.  To the extent that
an employment agreement or service agreement in effect immediately before the
consummation of a Change in Control, the terms of which have been approved by
the Administrator, provides for accelerated vesting of any or all Unvested
Shares upon the occurrence of a Change in Control, such provisions of such
employment agreement or service agreement are incorporated by reference herein.


 


13.                                 Restrictive Legends and Stop-Transfer
Orders.


 


(a)                                  Legends.  To the extent that a Stock Certificate or
Certificates representing Unvested Shares is issued in physical form rather
than through book entry with the Company’s transfer agent, Participant
understands and agrees that the Company will place the legends set forth below
or similar legends on any Stock Certificate evidencing the Common Stock,
together with any other legends that may be required by federal, state, or
foreign securities laws, the Company’s articles of incorporation or bylaws, any
other agreement between Participant and the Company, or any agreement between
Participant and any third party:


 


THE SHARES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND
TRANSFER, AS SET FORTH IN A PERFORMANCE AWARD AGREEMENT BETWEEN THE ISSUER AND
THE ORIGINAL HOLDER OF THESE SHARES. 
SUCH PUBLIC RESALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES
OF THESE SHARES.


 


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The Company will remove the above legend at
such time as the shares of Common Stock in question are no longer subject to
restrictions on public resale and transfer pursuant to this Agreement.  Any legends required by applicable federal,
state, or foreign securities laws will be removed at such time as such legends
are no longer required.


 


(b)                                 Stop-Transfer
Instructions.  To ensure
compliance with the restrictions imposed by this Agreement, the Company may
issue appropriate “stop-transfer” instructions to its transfer agent, if any,
and if the Company transfers its own Common Stock, it may make appropriate
notations to the same effect in its own records.


 


(c)                                  Refusal
to Transfer.  The Company
will not be required (i) to transfer on its books any shares of Common
Stock that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement; or (ii) to treat as owner of such shares, or
to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such shares have been so transferred.


 


14.                                 Modification.  The Agreement may be modified only in writing
signed by both parties.


 


15.                                 Interpretation.  Any dispute regarding the
interpretation of this Agreement must be submitted by Participant or the
Company to the Administrator for review. 
The resolution of such a dispute by the Administrator will be final and
binding on the Company and Participant.


 


16.                                 Entire Agreement.  The Plan and the
Certificate are incorporated herein by reference, and Participant hereby
acknowledges that a copy of the Plan has been made available to
Participant.  This Agreement, the
Certificate and the Plan constitute the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the subject
matter hereof.  In the event of a
conflict or inconsistency between the terms and conditions of this Agreement,
the Certificate, and the Plan, the Plan will govern.


 


17.                                 Notices.  Any notice required under this Agreement to
be delivered to the Company must be in writing and addressed to the Corporate
Secretary of the Company at its principal corporate offices.  Any notice required to be given or delivered
to Participant must be in writing and addressed to Participant at the address
indicated on the Certificate or to such other address as Participant designates
in writing to the Company.  All notices
will be deemed to have been delivered:  (a) upon
personal delivery, (b) five days after deposit in the United States mails
by certified or registered mail (return receipt requested), (c) two
business days after deposit with any return receipt express courier (prepaid),
or (d) one business day after transmission by facsimile.


 


18.                                 Successors and Assigns.  The Company may
assign any of its rights under this Agreement. 
This Agreement will be binding upon and inure to the benefit of the
successors and assigns of the Company. 
Subject to the restrictions on transfer set forth herein, this Agreement
is binding upon Participant and Participant’s heirs, executors, administrators,
legal representatives, successors and assigns.


 


19.                                 Governing Law.  This Agreement will
be governed by and construed in accordance with the laws of the State of
Delaware without giving effect to its conflict of law 


 


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principles.  If any provision of this Agreement is
determined by a court of law to be illegal or unenforceable, then such
provision will be enforced to the maximum extent possible and the other
provisions will remain fully effective and enforceable.


 


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