8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 1, 2017

(Date of Report, Date of Earliest Event Reported)

Stage Stores, Inc.

(Exact Name of Registrant as Specified in Charter)

1-14035

(Commission File Number)

NEVADA (State or Other Jurisdiction of Incorporation)	91-1826900 (I.R.S. Employer Identification No.)
2425 West Loop South, Houston, Texas (Address of Principal Executive Offices)	77027 (Zip Code)

(800) 579-2302

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)Effective June 1, 2017 and subject to the approval of the Stage Stores 2017 Long-Term Incentive Plan (“2017 LTIP”) by the shareholders of Stage Stores, Inc. (“we,” “our” or “registrant”) at our Annual Meeting of Shareholders, our Compensation Committee (“Committee”) and the other independent directors on our Board have approved the following form of award agreements: (i) Stage Stores Performance Share Unit Award Agreement; (ii) Stage Stores Restricted Stock Unit Award Agreement; (iii) Stage Stores Restricted Stock Award Agreement; and (iv) Stage Stores Nonemployee Director Restricted Stock Award Agreement. The form of award agreements may be used in connection with compensation awards to our directors, principal executive officer, principal financial officer and/or our other named executive officers, as well as other eligible participants under the 2017 LTIP.

The Stage Stores Performance Share Unit Award Agreement entitles the recipient to receive a payout on the performance share units earned by the recipient over a performance period, to be determined as a function of the extent to which pre-established performance goals are achieved. The number of performance share units awarded shall be equal to the target number of shares of our common stock that the recipient will earn for 100% achievement of the performance goals (referred to as the “target award”). The actual number of our common shares that the recipient will earn and vest with respect to the performance share unit award may be greater or less than the target award, or even zero, and will be based on the performance level achieved by us with respect to pre-established performance goals. If the recipient dies or becomes disabled prior to the end of the performance period, the award will vest at the target award level. If the recipient retires prior to the end of the performance period, the award will vest based on actual performance during the performance period, but will be prorated for the recipient’s service during the performance period. The unvested portion of the award will be forfeited if the recipient terminates employment for any other reason prior to the end of the performance period. If a change in control, as defined in the 2017 LTIP, occurs prior the recipient’s termination of employment, the performance period will end on the date of the change in control and the award will vest on the date of the change in control at the greater of the target award level or the number of our common shares that would be paid under the award as a result of our performance achieved with respect to the performance goals as of the change in control date.

The Stage Stores Restricted Stock Unit Award Agreement entitles the recipient to receive restricted stock units, which represent a phantom right equivalent, on a one-for-one basis, to our common shares. The restricted stock units will generally vest in 25% increments on each of the first four anniversaries of the grant date and will settle in cash. If the recipient dies or becomes disabled, the award will vest in full. The unvested portion of the award will be forfeited if the recipient terminates employment for any other reason. If a change in control occurs prior to the recipient’s termination of employment, the award will vest in full. The Committee may elect to provide the recipient with the right to receive dividend equivalent payments on the unvested portion of the award.

The Stage Stores Restricted Stock Award Agreement entitles the recipient to receive restricted common shares. The restricted stock will generally vest in 25% increments on each of the first four anniversaries of the grant date. If the recipient dies, becomes disabled or retires, the award will vest in full. The unvested portion of the award will be forfeited if the recipient terminates employment for any other reason. If a change in control occurs prior to the recipient’s termination of employment, the award will vest in full. The Committee may elect to provide the recipient with the rights to vote and receive dividends on the unvested portion of the award.

The Stage Stores Nonemployee Director Restricted Stock Award Agreement entitles a nonemployee director recipient to receive restricted common shares. The restricted stock will generally vest on the earlier of the first anniversary of the grant date or the date of the first annual meeting of shareholders following the grant date. If the recipient dies, becomes disabled or ceases to serve on our Board after attaining the retirement age in our Corporate Governance Guidelines (currently 75 years of age), the award will vest in full. The unvested portion of the award will be forfeited if the recipient terminates service for any other reason. If a change in control occurs prior to the recipient’s termination of service, the award will vest in full. The recipient has the rights to vote and receive dividends on the unvested portion of the award.

Each of the aforementioned award agreement is filed herewith. The foregoing descriptions of the award agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the award agreements which are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

10.1*† Form of Stage Stores Performance Share Unit Award Agreement under the Stage Stores 2017 Long-Term Incentive Plan.

10.2*† Form of Stage Stores Restricted Stock Unit Award Agreement under the Stage Stores 2017 Long-Term Incentive Plan.

10.3*† Form of Stage Stores Restricted Stock Award Agreement under the Stage Stores 2017 Long-Term Incentive Plan.

10.4*† Form of Stage Stores Nonemployee Director Restricted Stock Award Agreement under the Stage Stores 2017 Long-Term Incentive Plan.

_______________________________________

*	Filed electronically herewith.
†	Management contract or compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	STAGE STORES, INC.
Date: June 1, 2017	/s/ Oded Shein
	Oded Shein
	Executive Vice President,
	Chief Financial Officer and Treasurer

EX-10.1

EXHIBIT 10.1

STAGE STORES

PERFORMANCE SHARE UNIT AWARD AGREEMENT

Stage Stores, Inc. (“Company”), pursuant to its 2017 Long-Term Incentive Plan (“Plan”), hereby grants to the individual listed below (“Participant”) an award of performance share units with respect to shares of common stock of the Company (“Performance Share Unit Award”) on the terms set forth below. The Performance Share Unit Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this “Performance Share Unit Award Agreement” or this “Agreement”) and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

SUMMARY OF TERMS

Participant:	[l]
Grant Date:	[l]
Target Award:	[l] Performance Share Units
Performance Period:	Commencing on [l] and ending on [l]
Performance goals:	The performance goals are based on the Performance Measures set forth on Schedule A.
Payment:	Except as set forth herein, the Participant shall be entitled to receive payout on the Performance Share Units earned by the Participant over the Performance Period, to be determined as a function of the extent to which the performance goals have been achieved (“Vesting Date”), provided that the Participant has not had a Termination Event from the Grant Date through the last day of the Performance Period. The number of Performance Share Units set forth above is equal to the target number of shares of the common stock of the Company (“Shares”) that the Participant will earn for 100% achievement of the performance goals (referred to as the “Target Award”). The actual number of Shares that the Participant will earn and vest with respect to the Performance Share Unit Award may be greater or less than the Target Award, or even zero, and will be based on the performance level achieved by the Company with respect to the performance goals, as set forth on Schedule A.

Payment/forfeiture upon termination and other events: Death and Disability. If the Participant has a Termination Event on account of death or Disability, the Performance Share Unit Award will be immediately earned and vested at the Target Award level on the date of such Termination Event. Retirement. If the Participant has a Termination Event on account of Retirement, the Participant will earn and vest in a pro-rata portion of the Performance Share Units, based on the actual performance results for the Performance Period, prorated for the portion of the Performance Period during which the Participant was employed by, or providing service to the Company or any Affiliate. Other Termination. If the Participant has a Termination Event for any reason other than Retirement, death or Disability, the unvested portion of the Performance Share Unit Award shall be automatically forfeited on the date of such Termination Event. Change in Control. Provided that the Participant has not had a Termination Event from the Grant Date through the time immediately preceding the consummation of a Change in Control, if a Change in Control occurs, the Performance Period will end on the date of the Change in Control and the Performance Share Units will become immediately earned and vested on the date of the consummation of the Change in Control at the greater of: (i) the number of Shares that would be paid under the Performance Share Unit Award as a result of the Company’s actual performance level achieved with respect to the performance goals as of the Change in Control date, or (ii) the number of Shares that would be paid under the Performance Share Unit Award at the Target Award level.

PARTICIPANT ACCEPTANCE

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Agreement and accepts the Performance Share Unit Award. The Participant accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

The Participant acknowledges delivery of the Plan and the Plan prospectus together with this Agreement. Additional copies of the Plan and the Plan prospectus are available by contacting the Company’s Chief Legal Officer, 2425 West Loop South, Houston, Texas 77027, or at (800) 324-3244.

Agreed and accepted:

Participant

Date

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SCHEDULE A

1. Performance Goals. Total Shareholder Return (“TSR”) of the Company as compared with the TSR of a group of industry peers (“Performance Group”) during the Performance Period is the performance measure to be applied to determine the amount of award to be made under the terms of the Performance Share Unit Award. The formula for TSR is as follows:

Total Shareholder Return	=	(Ending Stock Price - Beginning Stock Price + Dividends Paid)
		Beginning Stock Price

• “Beginning Stock Price” shall mean the average closing price on the applicable stock exchange of one share of stock for all the Trading Days in the Company’s first full fiscal month of the Performance Period.

• “Ending Stock Price” shall mean the average closing price on the applicable stock exchange of one share of stock for all the Trading Days in the Company’s last full fiscal month of the Performance Period (or, if applicable, the average closing price on the applicable stock exchange of one share of stock for the 20 Trading Days immediately preceding a Change in Control).

• “Dividends Paid” shall mean the total of all dividends paid on one (1) share of stock during the Performance Period; provided that, dividends shall be treated as though they are reinvested at the end of each calendar quarter.

• “Trading Days” shall mean those days on which the stock exchange on which the Shares are traded is open for business and the Shares trade regular way.

Following the Total Shareholder Return determination, the Company’s Percentile Rank shall be determined as follows:

Percentile Rank	=	Company Rank
		Total number of companies in Performance Group including the Company

• “Company Rank” shall be determined by listing from highest TSR to lowest TSR of each company in the Performance Group (including the Company) and counting up from the company with the lowest TSR.

2. Amount of Award. The number of Performance Share Units earned shall be determined in accordance with the following schedule:

Company’s Percentile Rank	Earned Award as a % of Target Award
100.0%	200.0%
95.2%	200.0%
90.5%	200.0%
85.7%	189.3%
81.0%	177.4%
76.2%	165.5%

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71.4%	153.6%
66.7%	141.7%
61.9%	129.8%
57.1%	117.9%
52.4%	106.0%
47.6%	92.9%
42.9%	78.6%
38.1%	64.3%
33.3%	50.0%
28.6%	35.7%
23.8%	0.0%
19.0%	0.0%
14.3%	0.0%
9.5%	0.0%
4.8%	0.0%

Interpolation shall be used to determine the percent of Target Award earned in the event the Company’s Percentile Rank does not fall directly on one of the ranks listed in the above schedule.

3. Industry Performance Group. The Performance Group with which the Company’s TSR is compared is as follows:

Apparel Stores

Abercrombie & Fitch Company	ANF
American Eagle Outfitters	AEO
Ascena Retail Group Inc.	ASNA
Burlington Stores Inc.	BURL
Chico's Fas Inc.	CHS
DSW Inc.	DSW
Foot Locker Inc.	FL
Gap Inc.	GPS
Genesco Inc	GCO
Guess? Inc.	GES
L Brands Inc.	LB
Ross Stores Inc.	ROST
Tailored Brands, Inc.	TLRD
TJX Cos Inc.	TJX
Urban Outfitters	URBN

Department Stores

Dillards Inc	DDS
J.C. Penney Inc	JCP
Kohl's Corp	KSS
Macy's Inc	M
Nordstrom Inc	JWN

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If the common stock of a company included in the comparator group at the beginning of the fiscal year ceases to be publicly traded or if a company included in the comparator group at the beginning of the fiscal year, declares bankruptcy, goes out of business, is bought out by another organization, is merged into a parent company, or for any other reason ceases to function or publicly report financial results, then the latest reported reliable results will be posted and will remain as the final reported result for the remaining period of measurement. For companies dropped from the Index, (when possible) their ongoing performance will continue to be monitored and reported in all schedules and updates to the Board.

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STAGE STORES, INC.

PERFORMANCE SHARE UNIT AWARD AGREEMENT ADDENDUM

This Addendum is a part of the Performance Share Unit Award Agreement with which it is included.

1.GRANT OF PERFORMANCE SHARE UNITS. Pursuant to the terms of the Plan and this Agreement, the Company hereby grants to the Participant, as of the Grant Date, Performance Share Units with a Target Award as set forth in the summary of terms section of this Agreement. The Performance Share Units are contingently awarded and will be earned and paid if and only to the extent that the performance goals and other conditions set forth in this Agreement are met. Each Performance Share Unit shall be a phantom right and shall be equivalent to one Share on the applicable Payment Date, as described herein. The Company shall establish and maintain a Performance Share Unit account as a bookkeeping account on its records (“Performance Unit Account”) for the Participant and shall record in such Performance Unit Account the number of Performance Share Units granted to the Participant. The Participant shall not have any interest in any fund or specific assets of the Company by reason of this grant or the Performance Unit Account established for the Participant.

2. VESTING.

(a)Except as set forth in the summary of terms section of this Agreement, the Performance Share Units will become earned and vested based on the actual performance level achieved with respect to the performance goals set forth on Schedule A to this Agreement.

(b)The Committee will, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, each of the performance goals has been achieved with respect to the Performance Period and (ii) the number of Shares, if any, which, the Participant will be entitled to receive with respect to this Agreement. Such certification will be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. In the event that the Committee makes a final determination that the performance goals have not been achieved, the Participant will have no further rights to receive Shares hereunder.

(c)Except as set forth in the summary of terms section of this Agreement, if the Participant has a Termination Event for any reason prior to the Vesting Date, the Participant will forfeit all rights to receive Shares hereunder that have not yet become vested as of the date the Participant has a Termination Event.

(d)During the period before the Performance Share Unit Award becomes earned and vested, except by will or by the laws of descent and distribution, the right to receive a distribution with respect to the Performance Share Unit Award may not be assigned, transferred, pledged or otherwise disposed of by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of the right to receive a distribution with respect to the Performance Share Unit Award contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Shares, shall be null, void and without effect.

3.PAYMENT OF PERFORMANCE SHARE UNITS.

(a)The Participant will receive a distribution with respect to earned and vested Performance Share Units within (i) seventy-five (75) days following the last day of the Performance Period (including in the case of the Participant’s Retirement) or (ii) thirty (30) days following the Participant’s death or Disability or the date of a Change in Control (each, a “Payment Date”). The Performance Share Units will be distributed in Shares or, subject to the terms of the Plan, in cash (or in a combination thereof) equal to the value of the earned and vested Performance Share Units. Any Performance Share Units not earned or vested will be forfeited.

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(b)The obligations of the Company to deliver Shares under this Agreement are subject to compliance with all applicable laws, listing, registration and qualification requirements. In no event shall the Company be required to issue fractional shares to the Participant or his or her successor.

4.GENERAL RESTRICTIONS. The Performance Share Unit Award is granted pursuant to the terms of the Plan, which is incorporated herein by reference, and this Agreement shall in all respects be governed by and interpreted in accordance with the Plan and all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any stock exchange on which the Shares are listed. This grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.

5.WITHHOLDING. All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold the minimum statutory amount (or such other amount as approved by the Committee) required to be withheld for federal (including FICA), state, provincial and local taxes, domestic or foreign, social insurance, payroll tax, contributions, payment on account obligations, or other amounts required by law or regulation to be collected, withheld or accounted for with respect to the Performance Share Unit Award (“Taxes”). The Company shall have power and the right, and the Participant hereby authorizes the Company, to deduct or withhold, or require a Participant to remit to the Company, the Taxes from all payments made hereunder and from other compensation. Participant’s acceptance of the Performance Share Unit Award constitutes Participant’s instruction and authorization to the Company to withhold on the Participant’s behalf the number of Shares (or amount of cash) from those Shares issuable (or cash payable) to the Participant at the time when the Performance Share Unit Award becomes payable as the Company determines to be sufficient to satisfy the Taxes. The Company will withhold Shares issuable or cash payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in Shares, unless the Participant has elected, with the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by paying the Taxes in cash or by transferring shares of common stock of the Company owned by the Participant that would satisfy the Taxes.

6.RIGHT TO TERMINATE EMPLOYMENT OR SERVICES. Nothing in this Agreement shall confer upon the Participant the right to continue in the employment or service of the Company or any Affiliate or affect any right which the Company or its Affiliates may have to terminate the employment or service of the Participant at any time and for any reason. This Agreement does not in any way affect any employment agreement or other service arrangement that the Participant may have with the Company or an Affiliate.

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7.RECOVERY OF COMPENSATION; COMPLIANCE WITH POLICIES. Pursuant to Section 24.1 of the Plan, the Performance Share Unit Award will be subject to any clawback policy adopted by the Board or the Committee that is consistent with applicable law, whether such Performance Share Unit Award was granted before or after the effective date of any such clawback policy. The Participant also represents and warrants to the Company that the Participant is aware of and agrees to be bound by the Company’s insider trading policies and the applicable laws and regulations relating to the receipt, ownership and transfer of the Company’s securities.

8.SEVERABILITY. Every part, term or provision of this Agreement is severable from the others. Notwithstanding any possible future finding by a duly constituted authority that a particular part, term or provision is invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

9.ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the entire agreement of the parties with respect to the Performance Share Unit Award granted hereby and may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought.

10.NOTICE. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed to the Company or the Participant at their last known address, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

11.GOVERNING LAW. This Agreement shall be governed by the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Participant agrees to submit to the exclusive jurisdiction and venue of the federal or state courts located in Harris County, Texas, to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

12.HEADINGS. The headings in this Agreement are for convenience only and shall not be used to interpret or construe the provisions of this Agreement.

13.BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

14.SECTION 409A COMPLIANCE. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code. The Company may change or modify the terms of this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the previous sentence, the Company may also amend the Plan this Agreement or revoke the Performance Share Unit Award to the extent permitted by the Plan.

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EX-10.2

EXHIBIT 10.2

STAGE STORES

RESTRICTED STOCK UNIT AWARD AGREEMENT

Stage Stores, Inc. (“Company”), pursuant to its 2017 Long-Term Incentive Plan (“Plan”), hereby grants to the individual listed below (“Participant”) an award of restricted stock units with respect to shares of common stock of the Company (“Restricted Stock Unit Award”) on the terms set forth below. The Restricted Stock Unit Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this “Restricted Stock Unit Award Agreement” or this “Agreement”) and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

SUMMARY OF TERMS

Participant:	[l]
Grant Date:	[l]
Number of Restricted Stock Units:	[l] Restricted Stock Units, which represent a phantom right, and shall be equivalent, on a one-for-one basis, to shares of the common stock of the Company (“Shares”)
Vesting schedule:	Except as set forth herein, the Restricted Stock Unit Award shall vest on the following dates (each, a “Vesting Date”), provided that the Participant has not had a Termination Event from the Grant Date through the applicable Vesting Date, and become payable as set forth in Section 3 of this Agreement.
	Anniversary of Grant Date	Cumulative percentage of Restricted Stock Unit Award which shall vest
	1 year	25%
	2 year	50%
	3 year	75%
	4 year	100%

Payment/forfeiture upon termination and other events:

Death and Disability. If the Participant has a Termination Event on account of death or Disability, the Restricted Stock Unit Award will immediately vest in full on the date of such Termination Event and become payable as set forth in Section 3 of this Agreement. Other termination. If the Participant has a Termination Event for any reason other than death or Disability, the unvested portion of the Restricted Stock Unit Award shall be automatically forfeited on the date of such Termination Event. Change in Control. Provided that the Participant has not had a Termination Event from the Grant Date through the time immediately preceding the consummation of a Change in Control, if a Change in Control occurs, the Restricted Stock Unit Award will immediately vest in full on the date of the consummation of the Change in Control and become payable as set forth in Section 3 of this Agreement.

Rights:

Subject to the terms of this Agreement, the Participant shall not have any rights of a shareholder with respect to the Restricted Stock Unit Award. [Notwithstanding the foregoing, if the Participant holds any portion of the Restricted Stock Unit Award that is unvested and unexpired as of the close of business on a record date for determining the shareholders to which the Company has declared and pays a cash dividend on the Shares, the Participant shall receive a Dividend-Equivalent Right payment equal to an amount, calculated with respect to only that portion of the Restricted Stock Unit Award that is then unvested and unexpired, which is determined by multiplying the number of Shares then subject to the unvested and unexpired portion of the Restricted Stock Unit Award by the per-Share cash dividend paid by the Company on the Shares.]

PARTICIPANT ACCEPTANCE

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Agreement and accepts the Restricted Stock Unit Award. The Participant accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

The Participant acknowledges delivery of the Plan and the Plan prospectus together with this Agreement. Additional copies of the Plan and the Plan prospectus are available by contacting the Company’s Chief Legal Officer, 2425 West Loop South, Houston, Texas 77027, or at (800) 324-3244.

Agreed and accepted:

Participant

Date

2

STAGE STORES, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT ADDENDUM

This Addendum is a part of the Restricted Stock Unit Award Agreement with which it is included.

1.GRANT OF RESTRICTED STOCK. Pursuant to the terms of the Plan and this Agreement, the Company hereby grants to the Participant, as of the Grant Date, Restricted Stock Units as set forth in the summary of terms section of this Agreement. The Restricted Stock Units are contingently awarded and will become earned and paid following a Vesting Date. Each Restricted Stock Unit shall be a phantom right and shall be equivalent to one Share on the applicable Payment Date, as described herein. The Company shall establish and maintain a Restricted Stock Unit account as a bookkeeping account on its records (“Restricted Unit Account”) for the Participant and shall record in such Restricted Unit Account the number of Restricted Stock Units granted to the Participant. The Participant shall not have any interest in any fund or specific assets of the Company by reason of this Agreement or the Restricted Unit Account established for the Participant.

2.VESTING.

(a)The Restricted Stock Units shall become earned and vested upon the Participant’s satisfaction of the requirements of the vesting schedule set forth in the summary of terms section of this Agreement.

(b)Except as set forth in the summary of terms section of this Agreement, if the Participant has a Termination Event for any reason prior to the Vesting Date, the Participant will forfeit all rights to receive cash hereunder that not become vested as of the date of such Termination Event.

(c)During the period before the Restricted Stock Unit Award becomes earned and vested, except by will or by the laws of descent and distribution, the non-vested portion of the right to receive a distribution with respect to the Restricted Stock Unit Award may not be assigned, transferred, pledged or otherwise disposed of by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of the right to receive a distribution with respect to the Restricted Stock Unit Award contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Restricted Stock Unit Award, shall be null, void and without effect.

3.SETTLEMENT OF VEST RESTRICTED STOCK UNITS.

(a)The Participant will receive a distribution with respect to earned and vested Restricted Stock Units within thirty (30) days following the applicable Vesting Date, such earlier termination of employment on account of death or disability, or the date of a Change in Control (each, a “Payment Date”). The Restricted Stock Units will be distributed in cash with a payment to the Participant equal to (i) the number of Shares that become earned and vested with respect to the Restricted Stock Unit Award, multiplied by (ii) the FMV of the Shares upon each Vesting Date (“Payment Market Value”). Notwithstanding the foregoing, any cash payment made with respect to the vested portion of the Restricted Stock Unit Award will be subject to automatic reduction if the Payment Market Value exceeds [] times ([]x) the FMV of the Shares on the Grant Date (the “Payment Market Value Cap”), with such automatic reduction of Section 3(a)(ii) above to be to the Payment Market Value Cap.

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(b)The obligations of the Company under this Agreement are subject to compliance with all applicable laws, listing, registration and qualification requirements.

4.GENERAL RESTRICTIONS. The Restricted Stock Unit Award is granted pursuant to the terms of the Plan, which is incorporated herein by reference, and this Agreement shall in all respects be governed by and interpreted in accordance with the Plan and all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any stock exchange on which the Shares are listed. This grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.

5.WITHHOLDING. All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold the minimum statutory amount (or such other amount as approved by the Committee) required to be withheld for federal (including FICA), state, provincial and local taxes, domestic or foreign, social insurance, payroll tax, contributions, payment on account obligations, or other amounts required by law or regulation to be collected, withheld or accounted for with respect to the Restricted Stock Unit Award (“Taxes”). The Company shall have power and the right, and the Participant hereby authorizes the Company, to deduct or withhold, or require a Participant to remit to the Company, the Taxes from all payments made hereunder and from other compensation. Participant’s acceptance of the Restricted Stock Unit Award constitutes Participant’s instruction and authorization to the Company to withhold on the Participant’s behalf the amount of cash from the cash payable to the Participant at the time when the Restricted Stock Unit Award becomes payable as the Company determines to be sufficient to satisfy the Taxes. The Company will withhold cash payable hereunder to satisfy the withholding obligation for Taxes on amounts payable hereunder, unless the Participant has elected, with the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by paying the Taxes in cash not payable under the Restricted Stock Unit Award or by transferring shares of common stock of the Company owned by the Participant that would satisfy the Taxes.

6.RIGHT TO TERMINATE EMPLOYMENT OR SERVICES. Nothing in this Agreement shall confer upon the Participant the right to continue in the employment or service of the Company or any Affiliate or affect any right which the Company or its Affiliates may have to terminate the employment or service of the Participant at any time and for any reason. This Agreement does not in any way affect any employment agreement or other service arrangement that the Participant may have with the Company or an Affiliate.

7.RECOVERY OF COMPENSATION; COMPLIANCE WITH POLICIES. Pursuant to Section 24.1 of the Plan, the Restricted Stock Unit Award will be subject to any clawback policy adopted by the Board or the Committee that is consistent with applicable law, whether such Restricted Stock Unit Award was granted before or after the effective date of any such clawback policy. The Participant also represents and warrants to the Company that the Participant is aware of and agrees to be bound by the Company’s insider trading policies and the applicable laws and regulations relating to the receipt, ownership and transfer of the Company’s securities.

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8.SEVERABILITY. Every part, term or provision of this Agreement is severable from the others. Notwithstanding any possible future finding by a duly constituted authority that a particular part, term or provision is invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

9.ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the entire agreement of the parties with respect to the Restricted Stock Unit Award granted hereby and may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought.

10.NOTICE. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed to the Company or the Participant at their last known address, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

11.GOVERNING LAW. This Agreement shall be governed by the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Participant agrees to submit to the exclusive jurisdiction and venue of the federal or state courts located in Harris County, Texas, to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

12.HEADINGS. The headings in this Agreement are for convenience only and shall not be used to interpret or construe the provisions of this Agreement.

13.BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

14.SECTION 409A COMPLIANCE. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code. Notwithstanding the foregoing, if the Restricted Stock Unit Award constitutes “deferred compensation” under Section 409A of the Code and the Restricted Stock Unit Award become vested and settled upon the Participant’s termination of employment, payment with respect to the Restricted Stock Unit Award shall be delayed for a period of six months after the Participant’s termination of employment if the Participant is a “specified employee” as defined under Section 409A of the Code and if required pursuant to Section 409A of the Code. If payment is delayed, the Restricted Stock Unit Award shall be paid within thirty (30) days of the date that is the six-month anniversary of the Participant’s termination of employment. Payments made with respect to this Agreement may only be made in a manner and upon an event permitted by Section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” (within the meaning of such term under section 409A of the Code) and each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. The Company may change or modify the terms of this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the previous sentence, the Company may also amend the Plan or this Agreement or revoke the Restricted Stock Unit Award to the extent permitted by the Plan.

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EX-10.3

EXHIBIT 10.3

STAGE STORES

RESTRICTED STOCK AWARD AGREEMENT

Stage Stores, Inc. (“Company”), pursuant to its 2017 Long-Term Incentive Plan (“Plan”), hereby grants to the individual listed below (“Participant”) a restricted stock award of shares of common stock of the Company (“Restricted Stock Award”) on the terms set forth below. The Restricted Stock Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this “Restricted Stock Award Agreement” or this “Agreement”) and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

SUMMARY OF TERMS

Participant:	[l]
Grant Date:	[l]
Total number of Shares granted:	[l] shares of the common stock of the Company (“Shares”)
Vesting schedule:	Except as set forth herein, the Restricted Stock Award shall vest on the following dates (each, a “Vesting Date”), provided that the Participant has not had a Termination Event from the Grant Date through the applicable Vesting Date.
	Anniversary of Grant Date	Cumulative percentage of Restricted Stock Unit Award which shall vest
	1 year	25%
	2 year	50%
	3 year	75%
	4 year	100%
Vesting/forfeiture upon termination and other events:	Retirement, death and Disability. If the Participant has a Termination Event on account of Retirement, death or Disability, the Restricted Stock Award will immediately vest in full on the date of such Termination Event. Other termination. If the Participant has a Termination Event for any reason other than Retirement, death or Disability, the unvested portion of the Restricted Stock Award shall be automatically forfeited on the date of such Termination Event. Change in Control. Provided that the Participant has not had a Termination Event from the Grant Date through the time immediately preceding the consummation of a Change in Control, if a Change in Control occurs, the Restricted Stock Award will immediately vest in full on the date of the consummation of the Change in Control.

Shareholder Rights: Subject to the terms of this Agreement, the Participant [shall not have any] [shall have all] rights of a shareholder] with respect to the Restricted Stock Award that has not vested, including the right to vote and receive dividends, if any, on the unvested portion of the Restricted Stock Award.

PARTICIPANT ACCEPTANCE

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Agreement and accepts the Restricted Stock Award. The Participant accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

The Participant acknowledges delivery of the Plan and the Plan prospectus together with this Agreement. Additional copies of the Plan and the Plan prospectus are available by contacting the Company’s Chief Legal Officer, 2425 West Loop South, Houston, Texas 77027, or at (800) 324-3244.

Agreed and accepted:

Participant

Date

2

STAGE STORES, INC.

RESTRICTED STOCK AWARD AGREEMENT ADDENDUM

This Addendum is a part of the Restricted Stock Award Agreement with which it is included.

1.GRANT OF RESTTICTED STOCK. Pursuant to the terms of the Plan and this Agreement, the Company hereby grants to the Participant, as of the Grant Date, a restricted stock award for the number of Shares set forth in the summary of terms section of this Agreement.

2.VESTING.

(a)The Restricted Stock Award shall become vested, and the restrictions described in Sections 2(b) and 2(c) below shall lapse, upon the Participant’s satisfaction of the requirements of the vesting schedule set forth in the summary of terms section of this Agreement.

(b)Except as set forth in the summary of terms section of this Agreement, if the Participant has a Termination Event for any reason before the Restricted Stock Award fully vests, the unvested portion of the Restricted Stock Award shall be automatically forfeited on the date of such Termination Event.

(c)During the period before the Restricted Stock Award vests, except by will or by the laws of descent and distribution, the non-vested portion of the Restricted Stock Award may not be assigned, transferred, pledged or otherwise disposed of by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of the Shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.

3.ISSUANCE OF SHARES.

(a)Stock certificates representing the Restricted Stock Award may be issued by the Company and held in escrow by the Company until the Restricted Stock Award vests, or the Company may hold noncertificated shares until the Restricted Stock Award vests.When the Participant obtains a vested right to the Shares subject to the Restricted Stock Award, the Company shall deliver to the Participant evidence of book entry Shares or Share certificates representing the vested Shares to be issued to the Participant, free of the restrictions set forth in Section 2 of this Agreement. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

(b)The Company shall not be required to transfer or deliver any certificate or certificates for Shares under this Agreement: (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of the Shares to listing on any stock exchange on which the Shares may then be listed.

4.GENERAL RESTRICTIONS. The Restricted Stock Award is granted pursuant to the terms of the Plan, which is incorporated herein by reference, and this Agreement shall in all respects be governed by and interpreted in accordance with the Plan and all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any stock exchange on which the Shares are listed. This grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.

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5.WITHHOLDING. All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold the minimum statutory amount (or such other amount as approved by the Committee) required to be withheld for federal (including FICA), state, provincial and local taxes, domestic or foreign, social insurance, payroll tax, contributions, payment on account obligations, or other amounts required by law or regulation to be collected, withheld or accounted for with respect to the Restricted Stock Award (“Taxes”). The Company shall have power and the right, and the Participant hereby authorizes the Company, to deduct or withhold, or require a Participant to remit to the Company, the Taxes from all payments made hereunder and from other compensation. Participant’s acceptance of the Restricted Stock Award constitutes Participant’s instruction and authorization to the Company to withhold on the Participant’s behalf the number of Shares from those Shares issuable to the Participant at the time when the Restricted Stock Award becomes vested as the Company determines to be sufficient to satisfy the Taxes. The Company will withhold Shares issuable hereunder to satisfy the withholding obligation for Taxes on amounts payable in Shares, unless the Participant has elected, with the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by paying the Taxes in cash or by transferring shares of common stock of the Company owned by the Participant that would satisfy the Taxes.

6.RIGHT TO TERMINATE EMPLOYMENT OR SERVICES. Nothing in this Agreement shall confer upon the Participant the right to continue in the employment or service of the Company or any Affiliate or affect any right which the Company or its Affiliates may have to terminate the employment or service of the Participant at any time and for any reason. This Agreement does not in any way affect any employment agreement or other service arrangement that the Participant may have with the Company or an Affiliate.

7.RECOVERY OF COMPENSATION; COMPLIANCE WITH POLICIES. Pursuant to Section 24.1 of the Plan, the Restricted Stock Award will be subject to any clawback policy adopted by the Board or the Committee that is consistent with applicable law, whether such Restricted Stock Award was granted before or after the effective date of any such clawback policy. The Participant also represents and warrants to the Company that the Participant is aware of and agrees to be bound by the Company’s insider trading policies and the applicable laws and regulations relating to the receipt, ownership and transfer of the Company’s securities.

8.SEVERABILITY. Every part, term or provision of this Agreement is severable from the others. Notwithstanding any possible future finding by a duly constituted authority that a particular part, term or provision is invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

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9.ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the entire agreement of the parties with respect to the Restricted Stock Award granted hereby and may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought.

10.NOTICE. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed to the Company or the Participant at their last known address, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

11.GOVERNING LAW. This Agreement shall be governed by the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Participant agrees to submit to the exclusive jurisdiction and venue of the federal or state courts located in Harris County, Texas, to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

12.HEADINGS. The headings in this Agreement are for convenience only and shall not be used to interpret or construe the provisions of this Agreement.

13.BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

14.SECTION 409A COMPLIANCE. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code. The Company may change or modify the terms of this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the previous sentence, the Company may also amend the Plan or this Agreement or revoke the Restricted Stock Award to the extent permitted by the Plan.

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EX-10.4

EXHIBIT 10.4

STAGE STORES

NONEMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

Stage Stores, Inc. ( “Company”), pursuant to its 2017 Long-Term Incentive Plan (“Plan”), hereby grants to the individual listed below (“Participant”), a member of the Board of Directors of the Company, a restricted stock award of shares of common stock of the Company (“Restricted Stock Award”) on the terms set forth below. The Restricted Stock Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this “Restricted Stock Award Agreement” or this “Agreement”) and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

SUMMARY OF TERMS

Participant:	[l]
Grant Date:	[l]
Total number of Shares granted:	[l] shares of the common stock of the Company (“Shares”)
Vesting schedule:	Except as set forth herein, the Restricted Stock Award shall vest on the earlier of (i) the first anniversary of the Grant Date or (ii) the date of the first annual meeting of the Company’s shareholders following the Grant Date (“Vesting Date”), provided that the Participant has not had a Termination Event from the Grant Date through the Vesting Date.
Vesting/forfeiture upon termination and other events:	Retirement, death and Disability. If the Participant has a Termination Event on account of Retirement, death or Disability, the Restricted Stock Award will immediately vest in full on the date of such Termination Event. For purposes of the Restricted Stock Award, so long as the Participant remains a member of the Board, “Retirement” shall not have the meaning given in the Plan, but shall mean the Participant attaining the age at which a member of the Board must cease serving on the Board as set forth in the Company’s Corporate Governance Guidelines (which age is 75 years old as of the Grant Date). Other termination. If the Participant has a Termination Event for any reason other than Retirement, death or Disability, the unvested portion of the Restricted Stock Award shall be automatically forfeited on the date of such Termination Event. Change in Control. Provided that the Participant has not had a Termination Event from the Grant Date through the time immediately preceding the consummation of a Change in Control, if a Change in Control occurs, the Restricted Stock Award will immediately vest in full on the date of the consummation of the Change in Control.

Shareholder Rights: Subject to the terms of this Agreement, the Participant shall have all rights of a shareholder with respect to the Restricted Stock Award that has not vested, including the right to vote and receive dividends, if any, on the unvested portion of the Restricted Stock Award.

PARTICIPANT ACCEPTANCE

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Agreement and accepts the Restricted Stock Award. The Participant accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

The Participant acknowledges delivery of the Plan and the Plan prospectus together with this Restricted Stock Award Agreement. Additional copies of the Plan and the Plan prospectus are available by contacting the Company’s Chief Legal Officer, 2425 West Loop South, Houston, Texas 77027, or at (800) 324-3244.

Agreed and accepted:

Participant

Date

2

STAGE STORES, INC.

NONEMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT ADDENDUM

This Addendum is a part of the Restricted Stock Award Agreement with which it is included.

1. GRANT OF RESTRICTED STOCK. Pursuant to the terms of the Plan and this Agreement, the Company hereby grants to the Participant, as of the Grant Date, a restricted stock award for the number of Shares set forth in the summary of terms section of this Agreement.

2.VESTING.

(a)The Restricted Stock Award shall become vested, and the restrictions described in Sections 2(b) and 2(c) below shall lapse, upon the Participant’s satisfaction of the requirements of the vesting schedule set forth in summary of terms section of this Agreement.

(b)Except as set forth in the summary of terms section of this Agreement, if the Participant has a Termination Event for any reason before the Restricted Stock Award fully vests, the unvested portion of the Restricted Stock Award shall be automatically forfeited on the date of such Termination Event.

(c)During the period before the Restricted Stock Award vests, except by will or by the laws of descent and distribution, the non-vested portion of the Restricted Stock Award may not be assigned, transferred, pledged or otherwise disposed of by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of the Shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.

3.ISSUANCE OF SHARES.

(a)Stock certificates representing the Restricted Stock Award may be issued by the Company and held in escrow by the Company until the Restricted Stock Award vests, or the Company may hold noncertificated shares until the Restricted Stock Award vests. When the Participant obtains a vested right to the Shares subject to the Restricted Stock Award, the Company shall deliver to the Participant evidence of book entry Shares or Share certificates representing the vested Shares to be issued to the Participant, free of the restrictions set forth in Section 2 of this Agreement. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

(b)The Company shall not be required to transfer or deliver any certificate or certificates for Shares under this Agreement: (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of the Shares to listing on any stock exchange on which the Shares may then be listed.

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4.GENERAL RESTRICTIONS. The Restricted Stock Award is granted pursuant to the terms of the Plan, which is incorporated herein by reference, and this Agreement shall in all respects be governed by and interpreted in accordance with the Plan and all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any stock exchange on which the Shares are listed. This grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.

5.WITHHOLDING. The Company will not withhold or pay any amount to satisfy federal, state, provincial, and local taxes, domestic or foreign, with respect to any taxable event arising with respect to the Participant as a result of the Restricted Stock Award (“Taxes”). The Participant acknowledges and agrees that the Participant shall be solely responsible for the payment of any Taxes arising in connection with the grant or vesting of the Restricted Stock Award or otherwise arising under this Agreement or the Plan.

6.RIGHT TO TERMINATE SERVICES. Nothing in this Agreement shall confer upon the Participant the right to continue as a member of the Board or affect any right which the Company or its shareholders may have to terminate the directorship of the Participant at any time and for any reason. This Agreement does not in any way affect any other service agreement or arrangement that the Participant may have with the Company or an Affiliate.

7.RECOVERY OF COMPENSATION; COMPLIANCE WITH POLICIES. Pursuant to Section 24.1 of the Plan, the Restricted Stock Award will be subject to any clawback policy adopted by the Board or the Committee that is consistent with applicable law, whether such Restricted Stock Award was granted before or after the effective date of any such clawback policy. The Participant also represents and warrants to the Company that the Participant is aware of and agrees to be bound by the Company’s insider trading policies and the applicable laws and regulations relating to the receipt, ownership and transfer of the Company’s securities.

8.SEVERABILITY. Every part, term or provision of this Agreement is severable from the others. Notwithstanding any possible future finding by a duly constituted authority that a particular part, term or provision is invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

9.ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the entire agreement of the parties with respect to the Restricted Stock Award granted hereby and may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought.

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10.NOTICE. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed to the Company or the Participant at their last known address, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

11.GOVERNING LAW. This Agreement shall be governed by the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Participant agrees to submit to the exclusive jurisdiction and venue of the federal or state courts located in Harris County, Texas, to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

12.HEADINGS. The headings in this Agreement are for convenience only and shall not be used to interpret or construe the provisions of this Agreement.

13.BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

14.SECTION 409A COMPLIANCE. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code. The Company may change or modify the terms of this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the previous sentence, the Company may also amend the Plan or this Agreement or revoke the Restricted Stock Award to the extent permitted by the Plan.

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