0001193125-14-124097 Sample Contracts

RESTRICTED STOCK GRANT AGREEMENT PURSUANT TO BURLINGTON HOLDINGS, INC.
Restricted Stock Grant Agreement • March 31st, 2014 • Burlington Stores, Inc. • Retail-department stores • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of between Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”).

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RESTRICTED STOCK GRANT AGREEMENT PURSUANT TO BURLINGTON HOLDINGS, INC.
Restricted Stock Grant Agreement • March 31st, 2014 • Burlington Stores, Inc. • Retail-department stores • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of between Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”).

BURLINGTON STORES, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG BURLINGTON STORES, INC. AND THE INVESTORS AND MANAGERS NAMED HEREIN DATED AS OF MARCH 13, 2014
Stockholders Agreement • March 31st, 2014 • Burlington Stores, Inc. • Retail-department stores • Delaware
BURLINGTON HOLDINGS, INC. THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH HEREIN AND IN THE AMENDED AND RESTATED STOCKHOLDERS...
Stockholders Agreement • March 31st, 2014 • Burlington Stores, Inc. • Retail-department stores

This agreement evidences a stock option granted by Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt. For the purpose of this Agreement, the “Grant Date” shall mean . Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

BURLINGTON HOLDINGS, INC. BURLINGTON STORES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 31st, 2014 • Burlington Stores, Inc. • Retail-department stores

This agreement evidences a stock option granted by Burlington Stores, Inc. (formerly Burlington Holdings, Inc.), a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Holdings, Inc. 2006 Management Incentive Plan (as amended and restated, the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt. For the purpose of this Agreement, the “Grant Date” shall mean . Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

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