0001193125-09-195561 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 22nd, 2009 • Vs Holdings, Inc. • Retail-food stores • Delaware

This Indemnification Agreement (this “Agreement”), dated as of [ ], 2009, by and between VS Holdings, Inc. and Vitamin Shoppe Industries, Inc. (collectively, the “Company”) (the “Company”) and [ ] (the “Indemnitee”).

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FOURTH AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT
And Non-Competition Agreement • September 22nd, 2009 • Vs Holdings, Inc. • Retail-food stores • New York

This FOURTH AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) made as of this 4th day of September, 2009, by and among Thomas Tolworthy (the “Executive”), VS Parent, Inc., a Delaware corporation (“Parent”) and VS Holdings, Inc., a Delaware corporation (“Holdings”), and Vitamin Shoppe Industries, Inc., a New York corporation (the “Company”).

EMPLOYMENT AND NON-COMPETITION AGREEMENT
And Non-Competition Agreement • September 22nd, 2009 • Vs Holdings, Inc. • Retail-food stores • Delaware

This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) made as of this 9th day of September 2009 (the “Effective Date”), by and among Richard Markee (the “Executive”), VS Parent, Inc., a Delaware corporation (together with its successors and assigns, “Parent”), VS Direct, Inc. (together with its successors and assigns, “VS Direct”) and VS Holdings, Inc., a Delaware corporation (together with its successors and assigns, “Holdings”), and Vitamin Shoppe Industries, Inc., a New York corporation (together with its successors and assigns, the “Company”).

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