TORRID HOLDINGS INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
TORRID HOLDINGS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 6, 2021 among Torrid Holdings Inc., a Delaware corporation (the “Company”), each investor listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG- TERM INCENTIVE PLANRestricted Stock Unit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 23, 2017 among TORRID LLC, as the Lead Borrower, For The Borrowers Named Herein, The Guarantors Named Herein, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, The Other...Credit Agreement • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • London
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 23, 2017, among TORRID LLC, a California limited liability company (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto (together with the Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), TORRID INC., a Delaware corporation (“Holdings”), and each other Guarantor (as hereinafter defined) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANNonqualified Stock Option Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
DB1/ 136724199.3 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 21, 2023 (this “Agreement”), is among TORRID LLC, a California limited liability company (the...Credit Agreement • June 7th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores
CREDIT AGREEMENT Dated as of June 14, 2021 among TORRID INTERMEDIATE, LLC, as Holdings, TORRID LLC, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and THE OTHER LENDERS PARTY HERETO BOFA SECURITIES, INC., MORGAN...Credit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 14, 2021, by and among TORRID INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), TORRID LLC, a California limited liability company and direct subsidiary of Holdings (the “Borrower”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 24, 2023 (this “Agreement”), is between TORRID LLC, a California limited liability company (the “Borrower”) and Bank of America, N.A., as...Credit Agreement • June 7th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
TERM LOAN CREDIT AGREEMENT Dated as of June 14, 2019 among TORRID INC., as Holdings, TORRID LLC, as the Borrower, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO KKR CREDIT ADVISORS (US)...Term Loan Credit Agreement • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of June 14, 2019, by and among Torrid Inc., a Delaware corporation (“Holdings”), Torrid LLC, a California limited liability company and direct subsidiary of Holdings (the “Borrower”), KKR Credit Advisors (US) LLC, as Structuring Advisor, Cortland Capital Market Services LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Page | 1 SEPARATION AGREEMENT This Separation Agreement and Release (“Agreement”) sets forth the agreement reached concerning the separation of Michael Salmon (“Employee”), from Torrid Merchandising, Inc. and its parent companies, subsidiaries and...Separation Agreement • March 28th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores • California
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 23, 2017, as amended on June 14, 2019, as amended on September 4, 2019, and as further amended on June 14, 2021, among
AMENDED AND RESTATED SERVICES AGREEMENT by and between HOT TOPIC, INC. and TORRID LLC dated as of March 21, 2019Services Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • California
This AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”), dated as of March 21, 2019, is entered into by and between Hot Topic, Inc., a California corporation (“Hot Topic”), and Torrid LLC, a California limited liability company (“Torrid” and, together with Hot Topic, each a “Party” and together the “Parties”).
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of June 14, 2019, by and among Torrid Inc.Intermediate LLC, a Delaware corporationlimited liability company (f/k/a Torrid Inc.) (“Holdings”), Torrid LLC, a California limited liability company and direct subsidiary of Holdings (the “Borrower”), KKR Credit Advisors (US) LLC, as Structuring Advisor, Cortland Capital Market Services LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 3rd, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 1, 2022, by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and Tim Martin (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party.” This Agreement (including the Exhibits hereto) supersedes all prior and contemporaneous oral or written employment agreements or arrangements among the Parties and their Affiliates (as defined below) with respect to the subject matter hereof. Unless otherwise indicated, capitalized terms used herein are defined in Section 3(f) hereof.
PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANPerformance Stock Unit Agreement • May 4th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
Page | 1 SEPARATION AGREEMENT This Separation Agreement and Release (“Agreement”) sets forth the agreement reached concerning the separation of Anne Stephenson (“Employee”), from Torrid Administration, Inc. and its parent companies, subsidiaries and...Separation Agreement • June 7th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores • California
ContractServices Agreement • December 7th, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [●], 2021 by and between Torrid Holdings, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [●], an individual (“Indemnitee”).
ContractThe Services Agreement • December 8th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2023 • Torrid Holdings Inc. • Retail-apparel & accessory stores
This Amendment No. 2 to Employment Agreement (this “Amendment”), effective as of August 31, 2023 (the “Second Amendment Effective Date”), is entered into by and among Torrid Holdings Inc., a Delaware corporation (the “Company”), Torrid LLC, a California limited liability company and a wholly owned indirect subsidiary of the Company (“Torrid”), and Elizabeth Muñoz-Guzman, an individual (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement (as defined below), as amended hereby.
STOCKHOLDERS AGREEMENTStockholders Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and among Torrid Holdings Inc., a Delaware corporation (the “Company”) and Sycamore Partners Torrid, L.L.C, a Delaware limited liability company (the “Stockholder”). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
PERFORMANCE STOCK UNIT AGREEMENT TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANPerformance Stock Unit Agreement • September 7th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores
This Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into as of May 2, 2022, with an effective of May 3, 2022 (the “Amendment Effective Date”), by and among Torrid LLC, a California limited liability company (“Torrid”), Torrid Holdings Inc., a Delaware corporation (the “Company” or “Parent”), and Elizabeth Muñoz-Guzman, an individual (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement (as defined below), as amended hereby.
STOCKHOLDERS AGREEMENTStockholders Agreement • July 6th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2021, by and among Torrid Holdings Inc., a Delaware corporation (the “Company”) and Sycamore Partners Torrid, L.L.C, a Delaware limited liability company (the “Stockholder”). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
Amendment To the AMENDED AND RESTATED SERVICES AGREEMENT By and between HOT TOPIC, INC. and TORRID LLC Dated August 1, 2019Services Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Hot Topic, Inc. (“Hot Topic”) and Torrid LLC (“Torrid”) entered into an Amended and Restated Services Agreement on March 21, 2019 under which Hot Topic provides certain services to Torrid (the “Services Agreement”), and a Services Agreement effectives as of August 1, 2019 under which Torrid provides certain services to Hot Topic (the “Reverse Services Agreement”). As the assets, personnel and other resources used to provide the information technology services from Hot Topic to Torrid have now been transferred to Torrid in connection with the Reverse Services Agreement, and Torrid is now the provider of information technology services to Hot Topic under the Reverse Services Agreement, Hot Topic and Torrid (a) hereby amend the Services Agreement to remove Schedule 1 of the Services Agreement and any references thereto and provisions applicable thereto in the body of the Services Agreement, (b) acknowledge and agree that, without limiting any other agreement between the parties relating t
ContractThe Services Agreement • September 7th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of May 3, 2022 (the “Effective Date”), by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and Lisa M. Harper (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party.” This Agreement (including the Exhibits hereto) supersedes all prior and contemporaneous oral or written employment agreements or arrangements among the Parties and their Affiliates (as defined below) with respect to the subject matter hereof. Unless otherwise indicated, capitalized terms used herein are defined in Section 3(f) hereof.
THIRD AMENDMENT TO THE SERVICES AGREEMENT This Third Amendment to The Services Agreement (“Third Amendment”), effective as of December 1, 2022 (“Effective Date”), is made by and between Hot Topic, Inc., a California corporation (“Hot Topic”), and...The Services Agreement • December 8th, 2022 • Torrid Holdings Inc. • Retail-apparel & accessory stores
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 4, 2019 (this “Agreement”), is among TORRID LLC, a California limited liability company (the “Lead Borrower”), the other Borrowers party hereto, Torrid Intermediate LLC, a Delaware limited liability company (f/k/a TORRID INC., a Delaware corporation, “Holdings”), the other Guarantors party hereto, Bank of America, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Agent”), and the Lenders party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 13, 2019, by and between Torrid LLC, a California limited liability company (the “Company”), and Marc Katz (“Executive”), a resident of New Jersey. This Agreement shall become effective as of the date hereof; provided that in the event the Commencement Date (as defined below) does not occur by January 3, 2020, neither the Executive nor the Company will have any rights or obligations pursuant to this Agreement and this Agreement shall be null and void ab initio.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 14, 2019 (this “Agreement”), is among TORRID LLC, a California limited liability company (the “Lead Borrower”), the other Borrowers party hereto, TORRID INC., a Delaware corporation (“Holdings”), Bank of America, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Agent”), and the Lenders party hereto.
August 9, 2019 Anne Stephenson via email Re: Employment Offer and Agreement Dear Anne,Torrid Holdings Inc. • June 23rd, 2021 • Retail-apparel & accessory stores • California
It gives me great pleasure to present our offer of employment as Chief Merchandising and Product Officer of Torrid LLC (“Torrid”). This offer is contingent on the successful completion of your background check. Your start date will be August 19, 2019 and below are the details of our offer (the “Agreement”):
December 13, 2019Personal and Confidential • June 7th, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
In order to memorialize your position as Chief Executive Officer of Torrid LLC, a California limited liability company (the “Company”) (it being acknowledged that you have served as Chief Executive Officer of the Company since August 28, 2018), the Company and you are entering into this employment agreement (the “Agreement”) effective as of December 13, 2019 (the “Effective Date”). As Chief Executive Officer, you will report directly to the Board (as defined below). Your duties as Chief Executive Officer will involve such duties as are normally associated with such position and such other matters related to the day-to-day executive management of the Company, consistent with your position as Chief Executive Officer, as delegated to you by the Board. Your principal place of business will be at the Company’s office located in City of Industry, California, it being agreed and understood that you will engage in business travel to the extent necessary or desirable for the performance of your
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 2nd, 2024 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of March 23, 2023, by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and Mark Mizicko (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party.” This Agreement (including the Exhibits hereto) supersedes all prior and contemporaneous oral or written employment agreements or arrangements among the Parties and their Affiliates (as defined below) with respect to the subject matter hereof. Unless otherwise indicated, capitalized terms used herein are defined in Section 3(f) hereof.
