0001193125-18-082430 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2018 • Party City Holdco Inc. • Retail-miscellaneous retail • New Jersey

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 12th day of March, 2018, by and between Party City Holdings Inc., a Delaware corporation (the “Company”), Party City Holdco Inc., a Delaware corporation (“Holdco”), and Ryan Vero (the “Executive”) and effective as of the date hereof (the “Effective Date”).

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Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT (NON-EMPLOYEE DIRECTORS)
Restricted Stock Unit Award Agreement • March 14th, 2018 • Party City Holdco Inc. • Retail-miscellaneous retail • Delaware

THIS AGREEMENT (this “Award Agreement”), is made effective as of [●] (the “Date of Grant”), by and between Party City Holdco Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”).

SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among PARTY CITY HOLDCO INC., THL PC TOPCO, L.P. and THE OTHER STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of March 12, 2018
Stockholders Agreement • March 14th, 2018 • Party City Holdco Inc. • Retail-miscellaneous retail • New York

This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”) dated as of March 12, 2018 is made by and among Party City Holdco Inc., a Delaware corporation (the “Company”), THL PC Topco, L.P. (the “THL Party”, which term includes any Affiliates of the foregoing which own Stock from time to time) and the Persons listed as Management Holders1 on the signature pages hereto.

Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT (TIME AND PERFORMANCE-BASED VESTING)
Restricted Stock Award Agreement • March 14th, 2018 • Party City Holdco Inc. • Retail-miscellaneous retail • Delaware

THIS AGREEMENT (this “Award Agreement”), is made effective as of (the “Date of Grant”), by and between Party City Holdco Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”).

Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan UNRESTRICTED STOCK AWARD AGREEMENT (NON-EMPLOYEE DIRECTORS)
Unrestricted Stock Award Agreement • March 14th, 2018 • Party City Holdco Inc. • Retail-miscellaneous retail • Delaware

THIS AGREEMENT (this “Award Agreement”), is made effective as of [●] (the “Date of Grant”), by and between Party City Holdco Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”).

Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME AND PERFORMANCE-BASED VESTING)
Restricted Stock Unit Award Agreement • March 14th, 2018 • Party City Holdco Inc. • Retail-miscellaneous retail • Delaware

THIS AGREEMENT (this “Award Agreement”), is made effective as of (the “Date of Grant”), by and between Party City Holdco Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”).

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