8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8–K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 3, 2014

THE WET SEAL, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-35634	33-0415940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	26972 Burbank Foothill Ranch, CA 92610
(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code:

(949) 699-3900

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On September 3, 2014, Ms. Christine Lee was designated a participant in the Company’s Amended and Restated Severance and Change in Control Plan (the “Plan”) as amended by the terms of Ms. Lee’s Participation Agreement. 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 August 26, 2014, and is incorporated herein by reference. Ms. Lee’s Participation Agreement amended Section 5.2 of the Plan such that if in connection with a Change in Control, any of Ms. Lee’s outstanding and unvested Performance Share Units (“PSUs”) are not assumed or converted into an economically equivalent award with respect to the securities of the acquiring or successor company, then 1/3 of the Initial PSU Grant to the extent then outstanding and unvested will vest immediately prior to the Change in Control. In addition, if in connection with a Change of Control, any of Ms. Lee’s unvested Initial PSU’s are assumed and converted into an economically equivalent award, however, the Change in Control occurs before the end of the applicable performance period or Ms. Lee’s employment is terminated in a Covered Termination within one year of the Change in Control, then 1/3 of the Initial PSU Grant to the extent then outstanding and unvested will vest.

The foregoing description of the Amended and Restated Severance and Change in Control Plan is not complete and is qualified in its entirety by reference to Ms. Lee’s Participation Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

EXHIBIT
NUMBER	DESCRIPTION
10.1	Participation Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		THE WET SEAL, INC. (Registrant)
Date: September 5, 2014	By:	/s/ Steven H. Benrubi
	Name:	Steven H. Benrubi
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
10.1	Participation Agreement

EX-10.1

Exhibit 10.1

The Wet Seal, Inc. Amended and Restated Severance and Change In Control Plan

Participation Agreement for Christine Lee

WHEREAS, The Wet Seal, Inc. (the “Company”) sponsors and maintains The Wet Seal, Inc. Amended and Restated Severance and Change In Control Plan (the “Plan”), and has executed this agreement (the “Participation Agreement”) in order to offer Christine Lee (the “Executive”) the opportunity to participate in the Plan;

WHEREAS, the Executive has received a copy of the Plan; and

WHEREAS, the parties acknowledge that capitalized terms not defined in this Participation Agreement shall have the meaning assigned to them in the Plan; and

WHEREAS, the Executive understands that the Executive must irrevocably agree to the terms of the Plan as amended by this Participation Agreement in order to become a participant in the Plan; and

WHEREAS, the Executive must sign and return this Participation Agreement to Alyson Barker no later than September 5, 2014 to become a participant in the Plan.

NOW, THEREFORE, the parties hereby agree as follows:

1. Executive shall become a participant in the Plan as of September 3, 2014.

2. Executive understands that Executive will not receive any benefits under the Plan unless Executive complies with the terms and conditions of the Plan, including timely signing and returning the Release in the required form.

3. In consideration of becoming a Plan Participant, the Executive hereby agrees to the following amendment to the Plan as to her:

Section 5.2 of the Plan is hereby replaced with the text of Exhibit A as to Executive solely with respect to the Performance Share Units granted to Executive on September 3, 2014.

4. Executive understands that this Participation Agreement and the Plan, along with any applicable equity grant documents set forth the entire agreement between the parties with respect any right to severance benefits Executive may become entitled to receive in connection with a termination of employment with the Company.

5. This Participation Agreement shall terminate, and the Executive’s status as a Participant in the Plan shall end, on the termination of the Plan, the date Executive ceases to be employed in a position eligible to participate in the Plan, or the Executive’s termination for Cause, whichever occurs first.

ACCEPTED AND AGREED TO this 3rd day of September, 2014.

The “Executive”:		The “Company”:
		The Wet Seal, Inc.
/s/ Christine Lee	By	/s/ Steven H. Benrubi
Christine Lee		A Duly Authorized Officer

Exhibit A

Section 5.2 of the Plan is superseded by the following text as to Christine Lee only with respect to the Performance Share Units Ms. Lee was granted on September 3, 2014:

5.2Vesting of Equity Awards.

(i)If, in connection with the Change in Control, any of the Participant’s outstanding and unvested Performance Share Units granted to Participant on September 3, 2014 (the “Initial PSU Grant”) are not assumed by or converted into economically equivalent awards for or with respect to securities of the acquiring or successor company (or a parent company thereof), then 1/3rd of the Initial PSU Grant to the extent then outstanding and unvested will vest immediately prior to the Change in Control, such that the Participant will be able to realize the full value of such portion of the Initial PSU Grant as if it had become vested prior to the Change in Control transaction.

(ii)If, in connection with a Change in Control, any of the Participant’s outstanding and unvested Initial PSU Grant is assumed by or converted into economically equivalent awards for or with respect to securities of the acquiring or successor company (or a parent company thereof), then-

(1)if the Change in Control occurs before the end of the applicable performance period, then 1/3rd of the Initial PSU Grant to the extent then outstanding and unvested will vest immediately prior to the Change in Control, such that the Participant will be able to realize the full value of such portion of the Initial PSU Grant as if it had become vested prior to the Change in Control transaction; and

(2)if the Participant’s employment is terminated in a Covered Termination within one year after the date of the Change in Control, then 1/3rd of the Initial PSU Grant to the extent then outstanding and unvested will thereupon become fully vested.