0001871509-24-000076 Sample Contracts

Portillo’s Inc. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • May 7th, 2024 • Portillo's Inc. • Retail-eating places • Delaware

This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of , 202__ (the “Date of Grant”).

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Portillo’s Inc. 2021 Equity Incentive Plan Stock Option Award Agreement
Stock Option Award Agreement • May 7th, 2024 • Portillo's Inc. • Retail-eating places • Delaware

This Stock Option Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).

FORM OF PSU AWARD AGREEMENT Portillo’s Inc. Performance Stock Unit Award Agreement
Performance Stock Unit Award Agreement • May 7th, 2024 • Portillo's Inc. • Retail-eating places • Delaware

This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of _______________, 202__ (the “Date of Grant”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2024 • Portillo's Inc. • Retail-eating places

WHEREAS, pursuant to that certain Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time, the "Merger Agreement"), dated as of June 28, 2014, by and among Portillo's Holdings, LLC, a Delaware limited liability company (the "Portillo's"), PHD Intermediate LLC, a Delaware limited liability company (the "Purchaser"), PHD Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Purchaser (the "Merger Sub"), and RP & SP Holdings, Inc., a Delaware corporation (the "Representative"), as representative for the Members (as defined in the Merger Agreement), Merger Sub shall merge with and into Portillo's, whereupon the separate existence of Merger Sub shall cease, and Portillo's shall be the surviving company;

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