STAGE STORES, INC.
PERFORMANCE BASED SHARE AGREEMENT
THIS AGREEMENT is made effective as of the ____ day of
______________, _____ (the "Effective Date"), by and between
STAGE STORES, INC., a Nevada corporation (hereinafter called
the "Company"), and ________________________ , an employee
of the Company, its subsidiaries or its affiliates (hereinafter
called the "Employee").
WHEREAS , the Board of Directors of the Company (the "Board")
has adopted the Stage Stores, Inc. Amended and Restated 2001 Equity
Incentive Plan (the "Plan"); and
WHEREAS , the Company considers it desirable and in the
Company's best interests that the Employee be given an opportunity
to acquire Common Shares in furtherance of the Plan to provide
incentive for the Employee to remain an employee of the Company,
its subsidiaries or its affiliates and to promote the growth,
earnings and success of the Company.
NOW, THEREFORE , in consideration of the premises, it is agreed
as follows:
1.
TARGET NUMBER of PERFORMANCE SHARES . The
Target Number of Performance Shares for Employee under this
Agreement is ____________. The number of Common Shares
ultimately received, if any, for Performance Shares earned under
this Agreement will be determined pursuant to Section 3 of this
Agreement. For purposes of this Agreement, "Common Shares"
shall mean the Company's presently authorized voting common stock,
par value $0.01, and "Performance Shares" shall mean the number of
Common Shares earned under this Agreement.
2.
Performance Cycle . The Performance Cycle
commences on _______________________, and ends on
______________________.
3. Settlement of
Award . Except as provided below, the Company shall
deliver to the Employee one Common Share for each Performance Share
earned by the Participant, as determined in accordance with the
performance measure(s) and provisions set forth in
Exhibit "A", which is attached to and forms a part of this
Agreement. Any fractional Common Shares shall be rounded up
or down to the nearest whole Common Share. It is intended
that Common Shares will be issued for the Performance Shares;
provided however, the Board may in its sole discretion pay all or a
portion of the award in cash instead of Common Shares.
4. Time of
Payment . Except as otherwise provided in this Agreement,
payment of Common Shares earned pursuant to this Agreement will be
made as soon as practicable after the end of the Performance
Cycle.
5. Eligibility
for Performance Shares . Employee shall be eligible
for payment of earned Performance Shares, as specified in Section
3, only if Employee's employment with the Company continues through
the end of the Performance Cycle or Employee's employment with the
Company terminates during the Performance Cycle due to Employee's
death, permanent disability or retirement. For purposes of
this Agreement, permanent disability and retirement shall be
determined by the Board in accordance with the Plan. For
purposes of this Agreement, reference to the "Board" shall include
the Compensation Committee to the extent that the Board has
designated the Compensation Committee to administer the Plan.
If the
Employee retires, becomes permanently disabled, or dies during the
Performance Cycle, the Employee shall be eligible only for that
proportion of the number of Performance Shares earned under Section
3 for such Performance Cycle that Employee's number of full years
of participation during the Performance Cycle bears to three years.
The Employee shall be credited with a full year of
participation for the year of Employee's death, permanent
disability, or retirement. For example, in the event Employee
dies one year and one day after the beginning of the Performance
Cycle, Employee shall be credited with two full years of
participation. Upon the death of Employee, Employee's estate,
or the person who acquires the right to the Performance Shares by
bequest or inheritance or by reason of the death of the Employee,
shall be entitled to the Performance Shares to which the Employee
otherwise would have been entitled under the same conditions as
would have been applicable to the Employee.
In the
event of a Change of Control, the target amount of Performance
Shares set forth in this Agreement shall immediately vest and be
payable to Employee within thirty (30) days of the effective date
of the Change of Control. For purposes of this Agreement, a
"Change of Control" shall be deemed to have occurred if
(i) any "person" or "group" (as such terms are used in
Section 13(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) is or becomes the "beneficial owner"
(as defined in Rule 13d‑3 under the Exchange Act),
directly or indirectly, of securities of the Company representing
50% or more of the combined voting power of the Company's then
outstanding securities and within one (1) year after such "person"
or "group" acquires 50% or more of the combined voting power of the
Company (the "Trigger Date") the members of the Board immediately
prior to the Trigger Date cease to constitute a majority of the
Board, (ii)&
