EXHIBIT
10.19


 


Guru Denim Inc.


True
Religion Brand Jeans


2263 E Vernon
Avenue


Vernon CA 90058


T 323-266-3072 x
412


 


February 7, 2008


 


Personal & Confidential


 


Kelly Gvildys


4200 California Ave.


Long Beach, CA 90807


 


Dear Kelly,


 


We are delighted to offer you a
position as Sr. Vice President, Operations at True Religion Apparel, Inc.,
reporting to Jeffrey Lubell, CEO.


 


The terms of the job offer are
outlined below:


 


	
  1)

  	
  You will be
  paid in biweekly installments (26 times per year) of $12,884.61 minus
  applicable taxes and elected benefits.

  
	
   

  	
   

  
	
  2)

  	
  You may be
  eligible to receive a bonus based on business objectives identified by True
  Religion Apparel, Inc. during your first month of employment and based
  on the financial performance of the company. Your bonus plan will provide an
  opportunity to earn up to 30% of your annualized base salary. This bonus plan
  would be in effect for Fiscal 2008, which will run from January 2008
  through December 2008. If True Religion Apparel, Inc. awards you a
  bonus for 2008, that bonus will be prorated based on length of service in
  2008. This payment would be made no later than March 15, 2009, following
  year-end.

  
	
   

  	
   

  
	
  3)

  	
  As an
  active, full-time True Religion Apparel employee, you will be eligible to
  elect coverage and participation in a range of benefit programs after the
  successful completion of a 90-day continuous introductory period. The
  specific benefits which you will be offered as a True Religion Apparel
  employee are set forth in our employee handbook, a copy of which you will receive
  upon hire. The cost of the benefits is shared by you and the Company. You
  will accrue vacation at the rate of not less than four (4) weeks
  annually, beginning on your date of hire. For 2008, your vacation accrual
  will be pro-rated given that you are beginning after the start of Fiscal Year
  2008. Vacation accruals will be “capped” at 3 times the accrual rate, based
  on years of service.

  



 

















 


	
  4)

  	
  In addition,
  on your start date, you will receive a stock giant of 10,000 shares of True
  Religion Apparel, Inc. stock (TRIG). 
  Please refer to the following breakdown and guidelines regarding this
  incentive:

  
	
   

  	
   

  
	
   

  	
  ·

  	
  3,333 shares will vest after completion of 1 year of
  service

  
	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  3,333 shares will vest after completion of 2 years
  of service

  
	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  3,334 shares will vest after completion of 3 years
  of service.

  
	
   

  	
   

  
	
  5)

  	
  True
  Religion Apparel reviews each employee’s work performance at least once per
  fiscal year. We believe that this review process is essential to maintaining
  productive employees and a successful organization.

  
	
   

  	
   

  
	
  6)

  	
  True
  Religion Apparel, Inc. will reimburse all reasonable travel,
  accommodation, and other expenses properly and reasonably incurred by you in
  the proper performance of your duties. You may submit all expense
  reimbursement requests on a separate expense report form accompanied by an
  original receipt for each item.

  
	
   

  	
   

  
	
   

  	
  All expense
  reimbursement requests are subject to the review and approval of vouchers and
  documents by your manager, Jeffrey Lubell, CEO.

  
	
   

  	
   

  
	
  7)

  	
  You will be
  located at True Religion Apparel’s Vernon headquarters.

  
	
   

  	
   

  
	
  8)

  	
  In order to
  comply with US immigration laws, all persons employed by True Religion
  Apparel, Inc. must provide evidence of their identity and right to work
  in the United States. You will be asked to supply such proof on the first day
  of your employment.

  
	
   

  	
   

  
	
  9)

  	
  This job
  offer is contingent upon True Religion Apparel, Inc.’s completion of a
  background and credit check, pre-employment drug test and reference checks.
  You will be required to sign separate authorization forms granting True
  Religion Apparel, Inc. the right to conduct such background checks and
  reference checks.

  
	
   

  	
   

  
	
  10)

  	
  This job
  offer is also contingent on your agreement to sign various other forms
  provided to you by True Religion Apparel, Inc. including but not limited
  to a Mutual Agreement to Arbitrate Claims and a Proprietary Information and
  Inventions Agreement.

  
	
   

  	
   

  
	
  11)

  	
  As per our
  Employee Handbook, your employment with True Religion Brand Jeans will be on
  an “at-will” basis. The “at will” nature of your employment can not be
  changed or modified other than in a writing signed by the CEO of the company.

  



 


This offer letter sets forth
all of the terms and conditions of your employment with True Religion Apparel, Inc.
and supersedes any prior or contemporaneous statements concerning your
employment.  Any changes to the terms and
conditions set forth in this offer letter must be in writing and signed by the
CEO of True Religion Apparel, Inc. or his official designee.


 


Please sign your acceptance of
this position as Sr. Vice President, Operations for True Religion Apparel, Inc.,
and confirm your planned start date. 
Please return the fully executed acceptance via facsimile to (323)
826-6457, attention Delores Gilmore, Vice President, Human Resources.


 


The information outlined above
is intended to clarify as many issues as possible regarding your new employee
status.  Please call me with any further
questions.


 


2

















 


We are excited about the future
and we would be delighted to have you as part of our team.


 


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Delores Gilmore

  
	
   

  	
   

  	
  Delores Gilmore

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vice President Human
  Resources

  
	
   

  	
   

  	
  True Religion
  Apparel, Inc.

  
	
  Accepted and agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Kelly
  Gvildys

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kelly
  Gvildys

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Intended
  start date:

  	
   3/17/08

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  2/12/08

  
					



 


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