rue21, inc. (a Delaware corporation) [●] Shares of Common Stock FORM OF PURCHASE AGREEMENTPurchase Agreement • November 2nd, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • New York
rue21, inc., a Delaware corporation (the “Company”) and the persons, including BNP Paribas North America, Inc. (“BNP”), listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Goldman, Sachs & Co. (“Goldman Sachs”), J.P. Morgan Securities Inc. (“J. P. Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA Merrill Lynch, Goldman Sachs and J. P. Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock, par value $0.001 per share, of the Company (“Common St
RESTRICTED STOCK AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • November 2nd, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, Inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • November 2nd, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, Inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLANStock Appreciation Rights Agreement • November 2nd, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, Inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 2nd, 2009 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, Inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
