FIVE BELOW, INC. EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTEquity Incentive Plan • April 18th, 2012 • Five Below, Inc • Pennsylvania
Five Below, Inc. (the “Company”) hereby grants to [—] (the “Optionee”) an option to purchase a total of [—] shares of Common Stock of the Company (the “Option Shares”), at the price and on the terms set forth herein, and in all respects subject to the terms, definitions and provisions of the Five Below, Inc. Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are hereby incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings when used herein.
FIVE BELOW, INC. EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Award Agreement”) dated as of October 14, 2010 (hereinafter referred to as the “Date of Grant”) is made by and between Five Below, Inc. (the “Company”) and David Schlessinger (the “Optionee”).
OPTION CANCELLATION AGREEMENT Five Below, Inc.Shareholders Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
Reference is made to the Non-Qualified Stock Option Agreement, between Five Below, Inc. and you, dated October 14, 2010 (the “Option Agreement”), pursuant to which 2,919,973 non-qualified stock options (the “Options”) were granted to you under the Five Below, Inc. Equity Incentive Plan, as amended (the “Plan”). Pursuant to the terms and conditions of this Option Cancellation Agreement (the “Agreement”), you agree to the cancellation of the Options in exchange for which Five Below, Inc. (the “Company”) will make two grants of restricted stock, as described herein, to you.
Five Below, Inc.Investment Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
Reference is made to that certain letter agreement dated January 18, 2010 between you and Five Below, Inc. (the “Company”) regarding your continuing employment terms (the “2010 Letter Agreement”, which letter was an amendment and restatement of your prior letter agreement dated April 20, 2005). In connection with the Investment Agreement, dated as of September 1, 2010, (the “Investment Agreement”) by and among the Company and certain parties thereto, including the “Purchasers” (as such term is defined in the Investment Agreement), you and the Purchasers have agreed to a term sheet, dated September 1, 2010, (the “Term Sheet”), which sets forth the terms and conditions of your continued employment with the Company following consummation of the transaction contemplated by the Investment Agreement. This letter agreement memorializes the terms and conditions agreed to in the Term Sheet and shall become effective upon consummation of the transaction contemplated by the Investment Agreement (
AWARD AGREEMENT FOR RESTRICTED SHARES UNDER THE FIVE BELOW, INC. EQUITY INCENTIVE PLANAward Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
AMENDMENT NO. 1 TO INVESTMENT AGREEMENTInvestment Agreement • April 18th, 2012 • Five Below, Inc • Delaware
This Amendment No. 1 (this “Amendment”), dated as of October 14, 2010 (the “Effective Date”), to that certain Investment Agreement dated as of September 1, 2010 (the “Investment Agreement”), is by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), the Purchasers listed on Exhibit A to the Investment Agreement (“Purchasers”) and Sargent Family Investment, LLC, a Delaware limited liability company (“Assignee”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”) is made on October 14, 2010 by Five Below, Inc., a Pennsylvania corporation (the “Company”), to the Second Amended and Restated Shareholders Agreement, dated September 1, 2010 (the “Agreement”), among the Company and the Shareholders. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Agreement.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of September 1, 2010, by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), the Significant Common Shareholders (as hereinafter defined), the Series A Preferred Shareholders (as hereinafter defined) and the other Holders (as hereinafter defined) identified as such on Exhibit A hereto (the “Schedule of Holders”). This Agreement shall become effective on the Effective Date (as hereinafter defined).
INVESTMENT AGREEMENT BY AND AMONG FIVE BELOW, INC., PURCHASERS AND THE OTHER PARTIES NAMED HEREINInvestment Agreement • April 18th, 2012 • Five Below, Inc • Delaware
THIS INVESTMENT AGREEMENT is made as of September 1, 2010 by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”), the Persons listed as “Founders” on the signature pages to this Agreement (each a “Founder” and together the “Founders”) and the Persons listed as “Significant Common Shareholders” on the signature pages to this Agreement (each a “Significant Common Shareholder” and together the “Significant Common Shareholders”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2012 • Five Below, Inc
THIS AMENDMENT (this “Amendment”), dated September 28, 2011, is made by and between FIVE BELOW, INC. (the “Company”), and DAVID SCHLESSINGER (“Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2012 • Five Below, Inc
THIS AMENDMENT (this “Amendment”), dated September 28, 2011, is made by and between FIVE BELOW, INC. (the “Company”), and THOMAS VELLIOS (“Executive”).
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTAdoption Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of September 1, 2010 by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), and the Shareholders (as hereinafter defined). This Agreement shall become effective on the Effective Date (as hereinafter defined).
Five Below, Inc.Employment Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
Reference is made to that certain letter agreement dated June 21, 2005 between you and Five Below, Inc. (the “Company”) regarding your employment (the “2005 Letter Agreement”). In connection with your promotion to the position of Chief Financial Officer and your enhanced responsibilities and performance of same, you and the Company have agreed to certain terms and conditions of your continued employment with the Company. This letter agreement (“Agreement”) memorializes the terms and conditions agreed to and shall become effective upon the date you and the Company have each executed this Agreement (the “Effective Date”) and shall supersede and replace the 2005 Letter Agreement in its entirety. The terms and conditions of your continued employment with the Company following the Effective Date shall be as follows:
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTSecond Amended and Restated Shareholders Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
THIS SECOND AMENDMENT, dated November 22, 2011 (this “Amendment”), to the Second Amended and Restated Shareholders Agreement of Five Below, Inc., dated September 1, 2010 (the “Original Shareholders Agreement”), as amended by the First Amendment to Shareholders Agreement, dated October 14, 2010 (the “First Amendment” and together with the Original Shareholders Agreement, the “Amended Shareholders Agreement”), is made by and among Five Below, Inc., a Pennsylvania corporation (the “Company”), and the undersigned shareholders of the Company (the “Consenting Shareholders”).
FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
THIS FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made on October 14, 2010 by Five Below, Inc., a Pennsylvania corporation (the “Company”), to the Amended and Restated Investor Rights Agreement, dated September 1, 2010 (the “Agreement”), among the Company, the Investors and certain other equity holders of the Company. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Agreement.
