0001193125-15-244738 Sample Contracts

OLLIE’S BARGAIN OUTLET HOLDINGS, INC. [•] Shares of Common Stock Form of Underwriting Agreement
Ollie's Bargain Outlet Holdings, Inc. • July 6th, 2015 • Retail-variety stores • New York

Ollie’s Bargain Outlet Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [•] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2015 • Ollie's Bargain Outlet Holdings, Inc. • Retail-variety stores • Pennsylvania

This Amendment to Employment Agreement (“Amendment”) is entered into as of July , 2015, by and between Kevin McLain, an individual (“Employee”), and Ollie’s Bargain Outlet, Inc. (the “Company”).

FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2015 • Ollie's Bargain Outlet Holdings, Inc. • Retail-variety stores • Pennsylvania

This Amendment to Employment Agreement (“Amendment”) is entered into as of [•], 2015, by and between Mark Butler, an individual (“Employee”), and Ollie’s Bargain Outlet, Inc. (the “Company”).

FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2015 • Ollie's Bargain Outlet Holdings, Inc. • Retail-variety stores • Pennsylvania

This Amendment to Employment Agreement (“Amendment”) is entered into as of July , 2015, by and between John W. Swygert, Jr., an individual (“Employee”), and Ollie’s Bargain Outlet, Inc. (the “Company”).

FORM OF OLLIE’S BARGAIN OUTLET HOLDINGS, INC. Stock Option Award Agreement
Stock Option Award Agreement • July 6th, 2015 • Ollie's Bargain Outlet Holdings, Inc. • Retail-variety stores • Delaware

This Stock Option Award Agreement (this “Agreement”) is made by and between Ollie’s Bargain Outlet Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”).

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