Common use of Additional Option Terms Clause in Contracts

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing below, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exercise. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- Title: President and CEO

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowBY SIGNING BELOW, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and thatTHE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, even after exerciseEVEN AFTER EXERCISE, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefromTHEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS OR EXEMPTION THEREFROM. The Optionee also represents to the Company that he understands thatTHE OPTIONEE ALSO REPRESENTS TO THE COMPANY THAT HE UNDERSTANDS THAT, if he intends to rely upon Rule IF HE INTENDS TO RELY UPON RULE 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the OptionsPROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exerciseUNDER CURRENT REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By/s/ Buck A. Mickel --------------------------------- Buck A. Mickel President and CEO XXXXXXX: Xxxx W. Murphy OPTIONEE: /s/ Buck X. Xxxxxx --------------------------------- Title: President and CEODorothy F. King ---------------------------------- Dorothy F. King

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 members of the Employee Retirement Income Security Act, Optionee's immediate family or a trust for the rules thereunderbenefit of members of his family. Any unexercised Option shall terminate prior to its fixed term three months after on the date that the Optionee ceases to be an employee Non-Executive Chairman of RSI Holdingsthe Board of Directors of One Price Clothing Stores, Inc. (the "Company") or a subsidiary of the Company), unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Companystill serving in such capacity, in which case his legatees under his last will or his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment death to the extent the Optionee could have exercised such Options as of the date of April 16th next following his death (but no later than the end of the fixed term of the Option)death; (b) terminates his becomes permanently or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment services as Non-Executive Chairman to the extent the Optionee could have exercised such Options as of the date April 16th next following his termination of his becoming permanently employment; or (c) resign or retire with the consent of the Company or be terminated without Cause (as defined in that certain Employment Agreement by and totally disabledbetween the Company and Mr. Snyder dated April 16, 0000 (xxx"Agreement"), in which case he may exercise the previously unexercised but then exercisable portion of the Options at any time within three (3) months after such resignation or retirement or retirement with the consent of the Company or termination without Cause. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exerciseexercise ) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establishbe required for legal reasons. Neither the The Optionee nor his personal representative(s) or estate shall not have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Compensation Committee of the Board ("Committee") in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-split up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The Committee is responsible for making all determinations necessary or advisable for the implementation of the Board as to Agreement, including what adjustments adjustments, if any, shall be made, and the extent thereof, all such determinations shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until , provided, however, that the Company shall have taken such action, if anyCommittee may, as is then required to comply with the provisions of the Securities Act of 1933required, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing below, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exercise. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not deems necessary, in its discretion, seek legal advice prior to making any way confer any right to continue as a director of determinations regarding the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- Title: President and CEOAgreement.

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 members of the Employee Retirement Income Security Act, Optionee's immediate family or a trust for the rules thereunderbenefit of members of his family. Any unexercised Option shall terminate prior to its fixed term three months after on the date that the Optionee ceases to be an employee of RSI HoldingsOne Price Clothing Stores, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his legatees under his last will or his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment death to the extent the Optionee could have exercised such Options as of the date of April 24th next following his death (but no later than the end of the fixed term of the Option)death; (b) terminates his becomes permanently or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date April 24th next following his termination of employment; or (c) resign or retire with the consent of the Company or be terminated without Cause (as defined in that certain Employment Agreement by and between the Company and Xx. Xxxxxx dated March 26, 1997 (the "Employment Agreement")), in which case he may exercise the previously unexercised but then exercisable portion of the Options at any time within three (3) months after his becoming permanently and totally disabledresignation, retirement or termination without Cause. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exerciseexercise ) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder Xx. Xxxxxx resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board or Compensation Committee of the Company Board (the "Committee") may establish. Neither the The Optionee nor his personal representative(s) or estate shall not have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board Committee in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-split up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board Committee as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act")amended, the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowPromptly following the date hereof, the Optionee states that he understands that the shares underlying these Options have not been registered Company will register with the United State Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to on a Form S-8 the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of shares underlying the Options for a minimum of one year after exerciseand take other steps as it deems necessary or appropriate in order that the shares covered hereby may be lawfully issued. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options Option by bequest or inheritance, the Board or Committee may require reasonable evidence as to the ownership of the Options Option and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not Nothing in this Agreement shall in any way confer alter any right to continue as a director of the Companyrights or duties of the Company or the Optionee under the Employment Agreement. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are this Option is granted under and governed by the terms and conditions of this agreement. RSI HOLDINGSONE PRICE CLOTHING STORES, INC. By: /s/ Buck Xxxxx X. Xxxxxx --------------------------------- Xxxxxx, Xx. Title: President and CEOChairman of the Board WITNESS: /s/ Xxxxx X. X'Xxxxxx OPTIONEE:

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee a director of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee a director of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment as a director with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment as a director to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment as a director with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment as a director to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowBY SIGNING BELOW, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and thatTHE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, even after exerciseEVEN AFTER EXERCISE, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefromTHEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS OR EXEMPTION THEREFROM. The Optionee also represents to the Company that he understands thatTHE OPTIONEE ALSO REPRESENTS TO THE COMPANY THAT HE UNDERSTANDS THAT, if he intends to rely upon Rule IF HE INTENDS TO RELY UPON RULE 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the OptionsPROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exerciseUNDER CURRENT REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By/s/ Xxxx X. Xxxxxx ------------------------------- Xxxx X. Xxxxxx President and CEO WITNESS: /s/ Buck Xxxx X. Xxxxxx --------------------------------- TitleOPTIONEE: President and CEO/s/ Xxxxxxx X. Xxxx ------------------------------- Xxxxxxx X. Xxxx

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing below, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exercise. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- ---------------------------------- Title: President and CEO

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowBY SIGNING BELOW, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and thatTHE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, even after exerciseEVEN AFTER EXERCISE, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefromTHEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS OR EXEMPTION THEREFROM. The Optionee also represents to the Company that he understands thatTHE OPTIONEE ALSO REPRESENTS TO THE COMPANY THAT HE UNDERSTANDS THAT, if he intends to rely upon Rule IF HE INTENDS TO RELY UPON RULE 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the OptionsPROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exerciseUNDER CURRENT REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck Xxxxxx Title: Chairman WITNESS: /s/ Mary X. Xxxxxx --------------------------------- Title: President and CEOOPTIONEE:

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 members of the Employee Retirement Income Security Act, Optionee's immediate family or a trust for the rules thereunderbenefit of members of his family. Any unexercised Option shall terminate prior to its fixed term three months after on the date that the Optionee ceases to be an employee of RSI HoldingsOne Price Clothing Stores, Inc. (the "Company") or a subsidiary of the Company), unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his legatees under his last will or his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment death to the extent the Optionee could have exercised such Options as of the date of April 12th next following his death (but no later than the end of the fixed term of the Option)death; (b) terminates his becomes permanently or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment services to the extent the Optionee could have exercised such Options as of the date April 12th next following his termination of employment; (c) resign or retire with the consent of the Company, in which case he may exercise the previously unexercised but then exercisable portion of the Options at any time within three (3) months after such resignation or retirement with the consent of the Company; or (d) have a "Change of Control" triggered, as determined in his becoming permanently and totally disabledemployment agreement with the Company, dated April 12, 1999. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establishbe required for legal reasons. Neither the The Optionee nor his personal representative(s) or estate shall not have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Compensation Committee of the Board ("Committee") in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalizationre-capitalization, reorganization, merger, split-split up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The Committee is responsible for making all determinations necessary or advisable for the implementation of the Board as to Agreement, including what adjustments adjustments, if any, shall be made, and the extent thereof, all such determinations shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until , provided, however, that the Company shall have taken such action, if anyCommittee may, as is then required to comply with the provisions of the Securities Act of 1933required, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing below, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exercise. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not deems necessary, in its discretion, seek legal advice prior to making any way confer any right to continue as a director of determinations regarding the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- Title: President and CEOAgreement.

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowBY SIGNING BELOW, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and thatTHE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, even after exerciseEVEN AFTER EXERCISE, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefromTHEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS OR EXEMPTION THEREFROM. The Optionee also represents to the Company that he understands thatTHE OPTIONEE ALSO REPRESENTS TO THE COMPANY THAT HE UNDERSTANDS THAT, if he intends to rely upon Rule IF HE INTENDS TO RELY UPON RULE 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the OptionsPROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exerciseUNDER CURRENT REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- A. Mickel ------------------------------------------- Title: President and CEOCEO WITNESS: /s/ Joe F. Ogburn OPTIONEE: /s/ C. T. Wyche ---------------------------------------------- C. Thomas Wyche

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowBY SIGNING BELOW, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and thatTHE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, even after exerciseEVEN AFTER EXERCISE, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefromTHEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS OR EXEMPTION THEREFROM. The Optionee also represents to the Company that he understands thatTHE OPTIONEE ALSO REPRESENTS TO THE COMPANY THAT HE UNDERSTANDS THAT, if he intends to rely upon Rule IF HE INTENDS TO RELY UPON RULE 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the OptionsPROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exerciseUNDER CURRENT REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- A. Mickel ---------------------------------------- Title: President and CEOCEO WITNESS: /s/ Joe F. Ogburn OPTIONEE: /s/ C C Guy ---------------------------------------- C.C. Guy

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing below, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exercise. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- -------------------------------- Title: President and CEOCEO WITNESS: /s/ Joe X. Xxxxxx ----------------------------- OPTIONEE: /s/ C. T. Wychx ----------------------------------- C. Thomxx Xxxxx

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing below, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exercise. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- ------------------------- Title: President and CEOCEO WITNESS: /s/ Joe X. Xxxxxx OPTIONEE: /s/ C. C. Guy ------------------------- C.C. Guy

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 members of the Employee Retirement Income Security Act, Optionee's immediate family or a trust for the rules thereunderbenefit of members of his family. Any unexercised Option shall terminate prior to its fixed term three months after on the date that the Optionee ceases to be an employee of RSI HoldingsOne Price Clothing Stores, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his legatees under his last will or his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment death to the extent the Optionee could have exercised such Options as of the date of April 24th next following his death (but no later than the end of the fixed term of the Option)death; (b) terminates his becomes permanently or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date April 24th next following his termination of employment; or (c) resign or retire with the consent of the Company or be terminated without Cause (as defined in that certain Employment Agreement by and between the Company and Mx. Xxxxxx dated March 26, 1997 (the "Employment Agreement")), in which case he may exercise the previously unexercised but then exercisable portion of the Options at any time within three (3) months after his becoming permanently and totally disabledresignation, retirement or termination without Cause. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exerciseexercise ) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder Mx. Xxxxxx resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board or Compensation Committee of the Company Board (the "Committee") may establish. Neither the The Optionee nor his personal representative(s) or estate shall not have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board Committee in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-split up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board Committee as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act")amended, the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowPromptly following the date hereof, the Optionee states that he understands that the shares underlying these Options have not been registered Company will register with the United State Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to on a Form S-8 the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of shares underlying the Options for a minimum of one year after exerciseand take other steps as it deems necessary or appropriate in order that the shares covered hereby may be lawfully issued. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options Option by bequest or inheritance, the Board or Committee may require reasonable evidence as to the ownership of the Options Option and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not Nothing in this Agreement shall in any way confer alter any right to continue as a director of the Companyrights or duties of the Company or the Optionee under the Employment Agreement. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are this Option is granted under and governed by the terms and conditions of this agreement. RSI HOLDINGSONE PRICE CLOTHING STORES, INC. By: /s/ Buck Hxxxx X. Xxxxxx, Xx. Title: Chairman of the Board WITNESS: /s/ Dxxxx X. X'Xxxxxx OPTIONEE: /s/ Lxxxx X. Xxxxxx --------------------------------- Title: President and CEOLxxxx X. Xxxxxx

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee a director of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee a director of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment as a director with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment as a director to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment as a director with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment as a director to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowBY SIGNING BELOW, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and thatTHE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, even after exerciseEVEN AFTER EXERCISE, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefromTHEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS OR EXEMPTION THEREFROM. The Optionee also represents to the Company that he understands thatTHE OPTIONEE ALSO REPRESENTS TO THE COMPANY THAT HE UNDERSTANDS THAT, if he intends to rely upon Rule IF HE INTENDS TO RELY UPON RULE 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the OptionsPROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exerciseUNDER CURRENT REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By/s/ Buck A. Mickel ------------------------------- Buck A. Mickel President and CEO WIXXXXX: /x/ Xxry W. Murphy OPTIONEE: /s/ Buck X. Xxxxxx --------------------------------- Title: President and CEOC C Guy ------------------------------- C. C. Guy

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 members of the Employee Retirement Income Security Act, Optionee's immediate family or a trust for the rules thereunderbenefit of members of his family. Any unexercised Option shall terminate prior to its fixed term three months after on the date that the Optionee ceases to be an employee Non-Executive Chairman of RSI Holdingsthe Board of Directors of One Price Clothing Stores, Inc. (the "Company") or a subsidiary of the Company), unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Companystill serving in such capacity, in which case his legatees under his last will or his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment death to the extent the Optionee could have exercised such Options as of the date of April 16th next following his death (but no later than the end of the fixed term of the Option)death; (b) terminates his becomes permanently or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment services as Non-Executive Chairman to the extent the Optionee could have exercised such Options as of the date April 16th next following his termination of his becoming permanently employment; or (c) resign or retire with the consent of the Company or be terminated without Cause (as defined in that certain Employment Agreement by and totally disabledbetween the Company and Xx. Xxxxxx dated April 16, 1998 (the "Agreement"), in which case he may exercise the previously unexercised but then exercisable portion of the Options at any time within three (3) months after such resignation or retirement or retirement with the consent of the Company or termination without Cause. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exerciseexercise ) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establishbe required for legal reasons. Neither the The Optionee nor his personal representative(s) or estate shall not have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Compensation Committee of the Board ("Committee") in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-split up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The Committee is responsible for making all determinations necessary or advisable for the implementation of the Board as to Agreement, including what adjustments adjustments, if any, shall be made, and the extent thereof, all such determinations shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until , provided, however, that the Company shall have taken such action, if anyCommittee may, as is then required to comply with the provisions of the Securities Act of 1933required, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing below, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exercise. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not deems necessary, in its discretion, seek legal advice prior to making any way confer any right to continue as a director of determinations regarding the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- Title: President and CEOAgreement.

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowBY SIGNING BELOW, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and thatTHE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, even after exerciseEVEN AFTER EXERCISE, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefromTHEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS OR EXEMPTION THEREFROM. The Optionee also represents to the Company that he understands thatTHE OPTIONEE ALSO REPRESENTS TO THE COMPANY THAT HE UNDERSTANDS THAT, if he intends to rely upon Rule IF HE INTENDS TO RELY UPON RULE 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the OptionsPROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exerciseUNDER CURRENT REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- A. Mickel ----------------------------------- Title: President and CEOCEO WITNESS: /s/ Joe F. Ogburn OPTIONEE: /s/ Charles M. Bolt ----------------------------------- Charles M. Bolt

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowBY SIGNING BELOW, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and thatTHE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, even after exerciseEVEN AFTER EXERCISE, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefromTHEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS OR EXEMPTION THEREFROM. The Optionee also represents to the Company that he understands thatTHE OPTIONEE ALSO REPRESENTS TO THE COMPANY THAT HE UNDERSTANDS THAT, if he intends to rely upon Rule IF HE INTENDS TO RELY UPON RULE 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the OptionsPROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exerciseUNDER CURRENT REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. 3 By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck Xxxxxx Title: Chairman WITNESS: /s/ Mary X. Xxxxxx --------------------------------- TitleOPTIONEE: President and CEO/s/ Charxxx X. Xxxx Charxxx X. Xxxx

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee a director of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee a director of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with as a director the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment as a director to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his as a director or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment as a director to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing belowBY SIGNING BELOW, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and thatTHE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, even after exerciseEVEN AFTER EXERCISE, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefromTHEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS OR EXEMPTION THEREFROM. The Optionee also represents to the Company that he understands thatTHE OPTIONEE ALSO REPRESENTS TO THE COMPANY THAT HE UNDERSTANDS THAT, if he intends to rely upon Rule IF HE INTENDS TO RELY UPON RULE 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the OptionsPROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exerciseUNDER CURRENT REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By/s/ Buck A. Mickel ------------------------------ Buck A. Mickel President and CEO XXXXXXX: /x/ Xary W. Murphy OPTIONEE: /s/ Buck X. Xxxxxx --------------------------------- Title: President and CEOCharles C. Mickel ------------------------------- Charles C. Mickel

Additional Option Terms. The Options shall not be transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Any unexercised Option shall terminate prior to its fixed term three months after the date that the Optionee ceases to be an employee of RSI Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the Optionee shall (a) die while an employee of the Company, or a subsidiary of the Company, or within a period of three (3) months after the termination of his employment with the Company or a subsidiary of the Company, in which case his personal representative or representatives may exercise the previously unexercised portion of the Options at any time within one (1) year after his termination of employment to the extent the Optionee could have exercised such Options as of the date of his death (but no later than the end of the fixed term of the Option); (b) terminates his or her employment with the Company or a subsidiary of the Company by reason of having become permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision), in which case he or his personal representative may exercise the previously unexercised portion of the Options at any time within one (1) year after termination of his employment to the extent the Optionee could have exercised such Options as of the date of his becoming permanently and totally disabled. In no event may the Options be exercised after the expiration of their fixed term. An Option shall be deemed exercised when the holder (a) shall indicate the decision to do so in writing delivered to the Company, (b) shall at the same time tender to the Company payment in full in cash (or in shares of the Company's Common Stock at the value of such shares at the time of exercise) of the exercise price for the shares for which the Option is exercised, (c) shall tender to the Company payment in full in cash of the amount of all federal and state withholding or other employment taxes applicable to the taxable income, if any, of the holder resulting from such exercise, and (d) shall comply with such other reasonable requirements as the Board of the Company may establish. Neither the Optionee nor his personal representative(s) or estate shall have any of the rights of a shareholder with reference to shares subject to an Option until a certificate for the shares has been executed and delivered. An Option may be exercised for any lesser number of shares than the full amount for which it could be exercised. Such a partial exercise of an Option shall not affect the right to exercise the Options from time to time in accordance with this agreement for the remaining shares subject to the Options. The number and kind of shares subject to Options hereunder and/or the exercise price will be appropriately adjusted by the Board in the event of any change in the outstanding stock of the Company by reason of stock dividend, consolidation, stock split, recapitalization, reorganization, merger, split-up or the like. Such adjustment shall be designed to preserve, but not increase, the benefits to the Optionee. The determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No certificate(s) for shares shall be executed or delivered upon exercise of an Option until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as amended, any other applicable state blue sky law(s) and the requirements of any exchange on which the Company's Common Stock may, at the time, be listed. By signing below, the Optionee states that he understands that the shares underlying these Options have not been registered with the Securities and Exchange Commission or any state securities commission and that, even after exercise, they cannot be sold by Optionee without registration under applicable securities laws or exemption therefrom. The Optionee also represents to the Company that he understands that, if he intends to rely upon Rule 144 promulgated under the Securities Act in connection with the sell of any securities acquired by him upon the exercise of the Options, under current regulations he must hold the securities acquired from the exercise of the Options for a minimum of one year after exercise. In the case of the exercise of an Option by a person or estate acquiring the right to exercise the Options by bequest or inheritance, the Board may require reasonable evidence as to the ownership of the Options and may require such consents and releases of taxing authorities as it may deem advisable. This agreement does not in any way confer any right to continue as a director of the Company. By the Optionee's and the Company's signatures below, the Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this agreement. RSI HOLDINGS, INC. By: /s/ Buck X. Xxxxxx --------------------------------- ------------------------------- Title: President and CEOCEO WITNESS: /s/ Joe X. Xxxxxx -------------------------- OPTIONEE: /s/ Charxxx X. Xxxx ---------------------------------- Charxxx X. Xxxx