STAGE STORES, INC.
REELECTION GRANT RESTRICTED STOCK AWARD AGREEMENT
This Reelection Grant Restricted Stock Agreement (the “Agreement”) is made effective as of
__________, 20____ (the "Date of Grant"), by and between Stage Stores, Inc., a Nevada corporation
(hereinafter called the "Company"), and ________________, a member of the Board of Directors of the
Company (hereinafter called the "Director").
WHEREAS , the Board of Directors of the Company (the "Board") and the Company’s shareholders
have adopted the Stage Stores, Inc. Amended and Restated 2001 Equity Incentive Plan, as it may be amended
from time to time (the "Plan"); and
WHEREAS , the Company considers it desirable and in the Company's best interests to reward, retain
and attract non-employee Directors of the Company and to provide non-employee Directors with the
opportunity to align their interests with those of the shareholders of the Company; and
WHEREAS, the Company’s Corporate Governance Guidelines provide that upon a Director’s
reelection to the Board, the Director will be granted restricted shares of the Company’s common stock valued at
$__________ based on a Net Present Value (the “Reelection Grant”).
NOW, THEREFORE , in consideration of the premises, it is agreed as follows:
1. GRANT OF RESTRICTED STOCK . Pursuant to the terms and conditions contained
herein and the terms and conditions of the Plan, the Company hereby grants to the Director as of the Date of
Grant a restricted stock award of __________ shares (the “Reelection Grant Shares”) of the Company’s
authorized voting common stock, par value $0.01 (the “Common Shares”).
2. VESTING . Except as otherwise set forth in this Agreement, the Reelection Grant Shares
will vest, on a cliff basis, on _________ 20____, one year from the Date of Grant (the “Vesting Period”).
3. DEATH OF DIRECTOR . Upon the death of the Director, the unvested Reelection Grant
Shares will i