0001193125-15-105212 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2015 • Burlington Stores, Inc. • Retail-department stores • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of Nov 7, 2014, by and between Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the “Company”), and Eric Seeger (“Executive”).

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RESTRICTED STOCK GRANT AGREEMENT PURSUANT TO BURLINGTON HOLDINGS, INC.
Restricted Stock Grant Agreement • March 25th, 2015 • Burlington Stores, Inc. • Retail-department stores • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of _________________between Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), and _____________ (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”).

RESTRICTED STOCK GRANT AGREEMENT PURSUANT TO BURLINGTON HOLDINGS, INC.
Restricted Stock Grant Agreement • March 25th, 2015 • Burlington Stores, Inc. • Retail-department stores • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of January 12, 2015 between Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), and Marc Katz (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”).

RESTRICTED STOCK GRANT AGREEMENT PURSUANT TO BURLINGTON HOLDINGS, INC.
Restricted Stock Grant Agreement • March 25th, 2015 • Burlington Stores, Inc. • Retail-department stores • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of between Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”).

BURLINGTON HOLDINGS, INC. BURLINGTON STORES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Management Incentive Plan • March 25th, 2015 • Burlington Stores, Inc. • Retail-department stores

This agreement evidences a stock option granted by Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt. For the purpose of this Agreement, the “Grant Date” shall mean . Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

Burlington Holdings, Inc. BURLINGTON STORES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Management Incentive Plan • March 25th, 2015 • Burlington Stores, Inc. • Retail-department stores

This agreement evidences a stock option granted by Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt. For the purpose of this Agreement, the “Grant Date” shall mean _____________. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

RESTRICTED STOCK GRANT AGREEMENT PURSUANT TO BURLINGTON HOLDINGS, INC.
Restricted Stock Grant Agreement • March 25th, 2015 • Burlington Stores, Inc. • Retail-department stores • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of between Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”).

RESTRICTED STOCK GRANT AGREEMENT PURSUANT TO BURLINGTON HOLDINGS, INC.
Restricted Stock Grant Agreement • March 25th, 2015 • Burlington Stores, Inc. • Retail-department stores • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of December 15, 2014 between Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), and Thomas Kingsbury (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 25th, 2015 • Burlington Stores, Inc. • Retail-department stores • Delaware

THIS AMENDMENT NO. 2 (this “Amendment”) to the Amended and Restated Stockholders Agreement, dated as of March 13, 2014, as amended by that certain Amendment No. 1 on May 22, 2014 (the “Stockholders Agreement”), by and among Burlington Stores, Inc., a Delaware corporation, and the Investors and Managers named therein, is made and entered into as of this 5th day of December, 2014. Capitalized terms used herein and not defined shall have the meanings specified in the Stockholders Agreement.

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