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WTSL > SEC Filings for WTSL > Form 8-K on 13-Jun-2013All Recent SEC Filings

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Form 8-K for WET SEAL INC


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 10, 2013, The Wet Seal, Inc. (the "Company") announced that Lesli Gilbert has been appointed Executive Vice President, Stores and Operations, effective immediately reporting directly to the Company's Chief Executive Officer, Mr. John D. Goodman. Ms. Gilbert replaces Barbara Cook, former Senior Vice President, Store Operations, who resigned in February.
On June 10, 2013, Ms. Gilbert was designated a participant in the Company's Severance and Change in Control Plan (the "Plan"). A copy of the terms of the Plan was attached as Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 11, 2013, and is incorporated herein by reference. The Compensation Committee of the Board of Directors (the "Compensation Committee") of the Company approved the following salary and awards of performance stock units ("PSUs") and restricted stock units ("RSUs") under the Company's Amended and Restated 2005 Stock Incentive Plan (the "2005 Plan") for Ms. Gilbert (the amount set forth in the Dollar Amount column was divided by $5.06, the closing trading price per share of the Company's Class A Common Stock (a "Share") on the commencement of Ms. Gilbert's employment ("Grant Date"), to determine the number of PSUs or RSUs indicated in the adjacent "Aggregate Shares" column):
Named Executive Officer Base Salary Incentive Plan (1) Lesli Gilbert
Executive Vice President, Stores and Operations $400,000 50%

(1) Ms. Gilbert is eligible to participate in the Company's Fiscal 2013 Corporate Incentive Plan with a target of 50% (pro-rated)of Ms. Gilbert's base salary. Terms and conditions that apply are referenced within such Corporate Incentive Plan.

            Named Executive Officer                         Awards
                                                Dollar Amount Aggregate Shares
                                                   $60,000      11,858 PSUs
Lesli Gilbert

Executive Vice President, Stores and Operations $90,000 17,787 RSUs

Additional Benefits
Ms. Gilbert will be entitled to participate in all employee benefit plans or programs of the Company, generally available to any of its senior level executive employees. Ms. Gilbert will be eligible to receive a relocation allowance of sixty thousand dollars ($60,000) for expenses related to her relocation within thirty (30) miles of the Company's principal offices in Foothill Ranch, California within ninety (90) days of the employment commencement date. In addition, the Company shall reimburse Ms. Gilbert for up to three months of temporary housing expenses in the Foothill Ranch, California area, with all receipts for reimbursement submitted no later than one hundred fifty (150) days after employment commencement date. During the first three months of employment, the Company will provide five roundtrip economy airfares for travel from corporate headquarters in Foothill Ranch, California to Ms. Gilbert's home.

* * *
The foregoing is a summary of the terms of employment and is qualified in its entirety by (i) the form of the Plan that was attached as Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 11, 2013; (ii) the Offer Letter, filed herewith as Exhibit 10.2; (iii) the form of the PSU Agreement setting forth the terms of the PSUs that was attached as Exhibit 10.3 to the Company's Current Report on Form 8-K dated April 11, 2013; and (iv) the form of the RSU Agreement setting forth the terms of the RSUs that was attached as Exhibit 10.4 to the Company's Current Report on Form 8-K dated April 11, 2013. A copy of the press release filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.

(c) Shell Company Transactions.

Not Applicable.

(d) Exhibits.
10.2 Offer Letter, dated as of May 31, 2013, entered into between the Company and Ms. Gilbert.
99.1 Press release, dated June 10, 2013, issued by the Company.

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