0001091171-13-000018 Sample Contracts

BLUE NILE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 25th, 2013 • Blue Nile Inc • Retail-jewelry stores

Pursuant to the Restricted Stock Unit Grant Notice (“Notice”) and this Restricted Stock Unit Award Agreement (the “Award Agreement”), Blue Nile, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under the Company's 2004 Equity Incentive Plan (the “Plan”) for the number of Restricted Stock Units as indicated in the Notice. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each Restricted Stock Unit shall represent the right to receive one (1) share of Common Stock.

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SECOND AMENDMENT TO LEASE
Lease Agreement • February 25th, 2013 • Blue Nile Inc • Retail-jewelry stores

THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made and entered into as of this 14 day of November, 2012, by and between AGNM MERRILL PLACE, LLC, a Delaware limited liability company ("Landlord") successor-in-interest to Merrill Place, LLC, a Washington limited liability company, and BLUE NILE, INC., a Delaware corporation ("Tenant").

FIRST AMENDMENT TO LEASE
Lease Agreement • February 25th, 2013 • Blue Nile Inc • Retail-jewelry stores
BLUE NILE, INC. OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)
Option Agreement (Nonstatutory Stock Option) • February 25th, 2013 • Blue Nile Inc • Retail-jewelry stores

Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement, Blue Nile, Inc. (the “Company”) has granted you an option under its 2004 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Defined terms not explicitly defined in this Option Agreement or in the Grant Notice, but defined in the Plan, will have the same definitions as in the Plan.

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