OPTION CANCELLATION AGREEMENT Five Below, Inc.Shareholders Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
Contract Type FiledApril 18th, 2012 Company JurisdictionReference is made to the Non-Qualified Stock Option Agreement, between Five Below, Inc. and you, dated October 14, 2010 (the “Option Agreement”), pursuant to which 2,919,973 non-qualified stock options (the “Options”) were granted to you under the Five Below, Inc. Equity Incentive Plan, as amended (the “Plan”). Pursuant to the terms and conditions of this Option Cancellation Agreement (the “Agreement”), you agree to the cancellation of the Options in exchange for which Five Below, Inc. (the “Company”) will make two grants of restricted stock, as described herein, to you.
OPTION CANCELLATION AGREEMENT Five Below, Inc.Shareholders Agreement • April 18th, 2012 • Five Below, Inc • Pennsylvania
Contract Type FiledApril 18th, 2012 Company JurisdictionReference is made to the Non-Qualified Stock Option Agreement, between Five Below, Inc. and you, dated October 14, 2010 (the “Option Agreement”), pursuant to which 2,919,973 non-qualified stock options (the “Options”) were granted to you under the Five Below, Inc. Equity Incentive Plan, as amended (the “Plan”). Pursuant to the terms and conditions of this Option Cancellation Agreement (the “Agreement”), you agree to the cancellation of the Options in exchange for which Five Below, Inc. (the “Company”) will make two grants of restricted stock, as described herein, to you.