0000006885-17-000144 Sample Contracts

NONEMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Stage Stores • June 1st, 2017 • Stage Stores Inc • Retail-family clothing stores • Texas

Stage Stores, Inc. ( “Company”), pursuant to its 2017 Long-Term Incentive Plan (“Plan”), hereby grants to the individual listed below (“Participant”), a member of the Board of Directors of the Company, a restricted stock award of shares of common stock of the Company (“Restricted Stock Award”) on the terms set forth below. The Restricted Stock Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this “Restricted Stock Award Agreement” or this “Agreement”) and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

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PERFORMANCE SHARE UNIT AWARD AGREEMENT
Stage Stores • June 1st, 2017 • Stage Stores Inc • Retail-family clothing stores • Texas

Stage Stores, Inc. (“Company”), pursuant to its 2017 Long-Term Incentive Plan (“Plan”), hereby grants to the individual listed below (“Participant”) an award of performance share units with respect to shares of common stock of the Company (“Performance Share Unit Award”) on the terms set forth below. The Performance Share Unit Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this “Performance Share Unit Award Agreement” or this “Agreement”) and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • June 1st, 2017 • Stage Stores Inc • Retail-family clothing stores • Texas

Stage Stores, Inc. (“Company”), pursuant to its 2017 Long-Term Incentive Plan (“Plan”), hereby grants to the individual listed below (“Participant”) an award of restricted stock units with respect to shares of common stock of the Company (“Restricted Stock Unit Award”) on the terms set forth below. The Restricted Stock Unit Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this “Restricted Stock Unit Award Agreement” or this “Agreement”) and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • June 1st, 2017 • Stage Stores Inc • Retail-family clothing stores • Texas

Stage Stores, Inc. (“Company”), pursuant to its 2017 Long-Term Incentive Plan (“Plan”), hereby grants to the individual listed below (“Participant”) a restricted stock award of shares of common stock of the Company (“Restricted Stock Award”) on the terms set forth below. The Restricted Stock Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this “Restricted Stock Award Agreement” or this “Agreement”) and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

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