0001193125-10-277685 Sample Contracts

URBAN OUTFITTERS RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • December 10th, 2010 • Urban Outfitters Inc • Retail-family clothing stores • Pennsylvania

This Restricted Stock Unit Agreement (the “Agreement”) is dated as of , 201 (the “Grant Date”) between Urban Outfitters, Inc., a Pennsylvania corporation (the “Company”), and (the “Grantee”). Capitalized terms not defined herein shall have the meaning given such terms in the Urban Outfitters 2004 Stock Incentive Plan, as amended from time to time (the “Plan”), a copy of which has been provided to the Grantee.

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Metro Phila & DE Commercial Banking MAC Y1379-171 123 South Broad Street Philadelphia, PA 19109 215 670-6808 Fax Wells Fargo Bank, N.A.
Urban Outfitters Inc • December 10th, 2010 • Retail-family clothing stores • Pennsylvania

RE: Extension of Amended and Restated Credit Agreement dated as of September 23, 2004, as amended, by and among Urban Outfitters, Inc., its Subsidiaries Listed On Schedule I thereto, as Borrowers, the Lenders (as defined in the Credit Agreement), and Wells Fargo Bank, N.A., for itself and as Administrative Agent for the Lenders.

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