Five Below, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • June 12th, 2012 • Five Below, Inc • Retail-variety stores • New York
Five Below, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of common stock (“Stock”) of the Company and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Shareholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Shareholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FIVE BELOW, INC. EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTEquity Incentive Plan • June 12th, 2012 • Five Below, Inc • Retail-variety stores • Pennsylvania
Five Below, Inc. (the “Company”) hereby grants to David Johnston (the “Optionee”) an option to purchase a total of 500,000 shares of Common Stock of the Company (the “Option Shares”), at the price and on the terms set forth herein, and in all respects subject to the terms, definitions and provisions of the Five Below, Inc. Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are hereby incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings when used herein.
AWARD AGREEMENT FOR RESTRICTED SHARES UNDER THE FIVE BELOW, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLANAward Agreement • June 12th, 2012 • Five Below, Inc • Retail-variety stores • Pennsylvania
THIS AWARD AGREEMENT FOR RESTRICTED SHARES (this “Agreement”) is made between Five Below, Inc. (the “Company”) and (the “Grantee”), dated , 201_ (the “Effective Date”).
