0001193125-11-188564 Sample Contracts

FRANCESCA’S COLLECTIONS, INC.
Employment Letter Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Texas

Subject to the terms and conditions of this letter agreement (this “Agreement”), Francesca’s Collections, Inc., a Texas corporation (the “Company”), desires to provide for your continued employment on the terms and conditions of this Agreement. This Agreement is effective as of the date set forth above (the “Effective Date”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as amended, modified, supplemented or restated from time to time, this “Agreement”) is made and entered into this 14th day of July 2011, by and among Francesca’s Holdings Corporation, a Delaware corporation (“Parent”), Francesca’s Collections, Inc., a Texas corporation (“Francesca’s”), and John De Meritt, an individual (the “Executive”). Parent and Francesca’s are herein collectively referred to as the “Company”.

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FRANCESCA’S HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of [ , 2011] (the “Award Date”) by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and [ ] (the “Participant”).

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FRANCESCA’S HOLDINGS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Delaware

THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ] 2011, by and between Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

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FRANCESCA’S COLLECTIONS, INC.
Letter Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores • Texas

Subject to the terms and conditions of this letter agreement (this “Agreement”), Francesca’s Collections, Inc., a Texas corporation (the “Company”), desires to provide for your continued employment on the terms and conditions of this Agreement. This Agreement is effective as of the date set forth above (the “Effective Date”).

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AMENDMENT TO EMPLOYMENT LETTER AGREEMENT
Employment Letter Agreement • July 15th, 2011 • Francesca's Holdings CORP • Retail-apparel & accessory stores

WHEREAS, Francesca’s Holdings Corporation, a Delaware corporation (the “Company”), and Gene Morphis (the “Executive”) are parties to that certain letter agreement made and entered into as of September 9, 2010 (the “Employment Letter Agreement”); and

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