0001360530-16-000031 Sample Contracts

PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • May 4th, 2016 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware

THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Vitamin Shoppe 2009 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”); and

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RESTRICTED STOCK AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2009 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • May 4th, 2016 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Vitamin Shoppe 2009 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”); and

March 24, 2016
Vitamin Shoppe, Inc. • May 4th, 2016 • Retail-food stores • New York

This letter will serve as confirmation of the terms of your continued employment with Vitamin Shoppe, Inc., a Delaware corporation (“Parent”), and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”). You hereby acknowledge that the Employment and Non-Competition Agreement dated March 29, 2012 (the “Prior Agreement”) will expire in accordance with its terms on March 31, 2016. Accordingly, commencing April 1, 2016, your employment will be governed by the terms of this letter and the policies and plans of Parent and the Company as may be in effect from time to time, including without limitation, the Management Incentive Program, the Executive Severance Pay Policy, the forfeiture and recoupment policies, your equity award agreement(s) and related equity plan(s), and the Dispute Resolution Program.

NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the VITAMIN SHOPPE 2009 EQUITY INCENTIVE PLAN
Non-Qualified Stock Option Agreement • May 4th, 2016 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Optionee specified above (the “Optionee”), pursuant to the Vitamin Shoppe 2009 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”); and

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