8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2014

FIVE BELOW, INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-35600	75-3000378
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1818 Market Street

Suite 2000

Philadelphia, PA 19103

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (215) 546-7909

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))

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

New Form Award Agreement

On June 24, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of Five Below, Inc. (the “Company”), as administrator of the Five Below, Inc. Amended and Restated Equity Incentive Plan, as amended (the “Plan”), approved new forms of Non-Qualified Stock Option Agreement for Executives and Employees. In addition, the Committee approved a new form of Award Agreement for Restricted Stock Units, which provides for time-based and performance-based vesting conditions. Each of the new form award agreements is attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.

Equity Awards

On June 24, 2014, the Committee approved grants of non-qualified stock options and restricted stock units under the Plan to certain employees of the Company, including Kenneth R. Bull, one of the Company’s named executive officers. The number of non-qualified stock options and restricted stock units granted to Mr. Bull and the approximate grant date fair value of the awards is as follows:

Named Executive Officer	Non-qualified Stock Options	Target Number of Restricted Stock Units	Grant Date Fair Value
Kenneth R. Bull	9,392	4,520	$350,000

Pursuant to the Plan and Mr. Bull’s option award agreement, 50% of the option grant will vest and become exercisable two years after the vesting commencement date, June 24, 2014, and the remaining 50% will vest and become exercisable in 25% increments on each of the third and fourth anniversaries of vesting commencement date, subject generally to Mr. Bull’s continued employment with the Company. In addition, Mr. Bull’s restricted stock units will vest contingent on the Company’s achievement of specified levels of cumulative adjusted operating income for fiscal years 2014, 2015 and 2016, and are subject generally to his continued service during the performance period.  Mr. Bull is eligible to receive from 50% to 150% of the target number of restricted stock units awarded if at least the specified threshold level of adjusted operating income is achieved.

As previously announced on June 8, 2014, the Company entered into an employment letter with Joel D. Anderson which provided for certain equity awards to be effective on the date Mr. Anderson begins service with the Company. On June 24, 2014, the Committee, in connection with approving the new form of award agreements described above, approved each equity award agreement for Mr. Anderson. The equity award grants to Mr. Anderson include a performance-based vesting restricted stock unit award with a target value of $600,000, which has the same terms as described above for Mr. Bull.

The award agreements for the performance-based restricted stock units granted to each of Messrs. Bull and Anderson provide that if a change in control of the Company occurs during the grantee’s service with the Company, his performance-based vesting restricted stock units will fully vest at the target level. If the grantee ceases to be employed by the Company as a result of his death or disability, his performance-based vesting restricted stock units will remain outstanding during the three-year performance period and the grantee will vest in a prorated portion (based on the his service over the three-year performance period) of his performance-based vesting restricted stock units that would otherwise have vested based on satisfaction of the applicable performance goal.

Each option award and restricted stock award described above for Messrs. Bull and Anderson is subject to the terms and conditions of the Plan and the new forms of Non-Qualified Stock Option Agreement for Executives and Award Agreement for Restricted Stock Units, respectively, which other than as disclosed herein, is in substantially the form attached hereto as Exhibits 10.1 and 10.3.

Item 5.07  Submission of Matters to a Vote of Security Holders.

On June 24, 2014, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). A total of 54,267,225 shares of the Company’s common stock were entitled to vote as of May 6, 2014, the record date for the Annual Meeting, of which 51,065,082 were present in person or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders.

PROPOSAL 1: Election of two Class II Directors to hold office until the 2017 Annual Meeting of Shareholders.

Nominee	For	Withheld	Broker Non-Votes
Steven J. Collins	21,480,076	27,323,817	2,261,189
Thomas M. Ryan	48,283,402	520,491	2,261,189

PROPOSAL 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year ending January 31, 2015.

For	Against	Abstentions	Broker Non-Votes
50,825,901	71,566	167,615	—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Form of Non-Qualified Stock Option Agreement for Executives.
10.2	Form of Non-Qualified Stock Option Agreement for Employees.
10.3	Form of Award Agreement for Restricted Stock Units.

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.

		Five Below, Inc.
Date: June 30, 2014	By:	/s/ Kenneth R. Bull
		Name:	Kenneth R. Bull
		Title:	Chief Financial Officer, Secretary and Treasurer

EXHIBIT INDEX

Exhibit Number	Exhibit
10.1	Form of Non-Qualified Stock Option Agreement for Executives.
10.2	Form of Non-Qualified Stock Option Agreement for Employees.
10.3	Form of Award Agreement for Restricted Stock Units.

EX-10.1

Exhibit 10.1

FIVE BELOW, INC.

AMENDED AND RESTATED EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Five Below, Inc. (the “Company”) hereby grants to [__________] (the “Optionee”) an option (the “Option”) to purchase a total of [_________] shares of Common Stock of the Company (the “Option Shares”), at the price and on the terms set forth herein, and in all respects subject to the terms, definitions and provisions of the Five Below, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are hereby incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings when used herein.

1.Nature of the Option. This Option is intended to be a nonstatutory stock option and is not intended to be an Incentive Stock Option within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or to otherwise qualify for any special tax benefits to the Optionee.

2.Date of Grant; Term of Option. This Option is granted this [______] day of [________, 20__] (the “Date of Grant”) and it may not be exercised later than the date that is ten (10) years after the Date of Grant, subject to earlier termination, as provided in the Plan or Section 5 hereof. For purposes of this Agreement, the term “Effective Date of Grant” shall mean [__________, 20__].

3.Option Exercise Price. The Option exercise price is [$_______] per Share.

4.Exercise of Option. This Option shall be exercisable during its term only in accordance with the terms and provisions of the Plan and this Award Agreement as follows:

(a)Right to Exercise.

i.In General. Subject to Section 4(a)(ii) and 4(a)(iii) of this Option, the Option will vest and become exercisable according to the following schedule:

If the Optionee has remained an active employee of the Company or an Affiliate of the Company from the Effective Date of Grant to the:	Then the Option will vest and become exercisable with respect to:
Second Anniversary of the Effective Date of Grant	50% of the Option Shares
Third Anniversary of the Effective Date of Grant	An additional 25% of the Option Shares
Fourth Anniversary of the Effective Date of Grant	The remaining 25% of the Option Shares

ii.Accelerated Vesting on Change in Control. In the event of a Change in Control, the Option will vest and become fully exercisable with respect to all of the then unvested Option Shares, as of the date of such Change in Control.

iii.Accelerated Vesting for Certain Terminations. If the Optionee ceases to be employed by the Company (and its Affiliates, as applicable) after the first anniversary of the Effective Date of Grant and prior to the Second Anniversary as a result of: (i) his or her Disability, or (ii) his or her death, then the Option will vest and become exercisable with respect to twenty five percent (25%) of the Option Shares and will remain exercisable for the applicable time period provided in Section 5.

(b)Method of Exercise. The Optionee may exercise this Option by providing written notice stating the election to exercise this Option. Such written notice must be signed by the Optionee and must be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice must be accompanied by payment of the option exercise price in the manner described in Section 4(c), and by any other agreements required by the Board or its Committee and/or the terms of the Plan. This Option will be deemed to be exercised only upon the receipt by the Company of such written notice, payment of the option exercise price and any other agreements required by the Board or its Committee, the terms of the Plan and/or this Award Agreement. The Optionee will have no right to vote or receive dividends and will have no other rights as a stockholder with respect to such Shares notwithstanding the exercise of this Option, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate(s) evidencing Shares that are being issued upon exercise of this Option. The certificate(s) for the Shares will be registered in the name of the Optionee and will contain any legend as may be required under the Plan, this Award Agreement, and/or applicable law.

(c)Method of Payment. The method of payment of the option exercise price will be determined by the Board or its Committee and may consist entirely of cash, certified check, or such other consideration or method of payment as may be authorized under the Plan.

(d)Partial Exercise.This Option may be exercised in whole or in part; provided, however, that any exercise may apply only with respect to a whole number of Shares.

(e)Restrictions on Exercise.This Option may not be exercised if the issuance of these Shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. In addition, as a further condition to the exercise of this Option, the Company may require the Optionee to make any representation or warranty to the Company as may be required by or advisable under any applicable law or regulation.

5.Termination of Relationship with the Company.

(a)Voluntary Termination. If the Optionee terminates his or her employment with the Company (and its Affiliates, as applicable) for any reason other than death or Disability, the Option (to the extent exercisable at the time of such termination) may be exercised at any time within ninety (90) days after the date of such termination. To the extent that the Option is not exercisable at the time of such termination, or to the extent the Option is not exercised within the time specified herein, the Option shall terminate.

(b)Disability. If the Optionee's employment by the Company (and its Affiliates, as applicable) terminates due to Disability, the Option (to the extent exercisable at the time of such termination) may be exercised by the Optionee or his or her legal guardian or representative at any time within twelve (12) months after such termination. To the extent that the Option is not exercisable on the date of termination, or to the extent the Option is not exercised within the time specified herein, the Option shall terminate.

(c)Death. If the Optionee's employment by the Company (and its Affiliates, as applicable) terminates due to his or her death, the Option (to the extent exercisable at the time of such death) will remain exercisable for twelve (12) months after the date of death by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance. To the extent that the Option is not exercisable on the date of death, or to the extent the Option is not exercised within the time specified herein, the Option shall terminate.

(d)Termination Without Cause. If the Company (or its Affiliate(s), as applicable) terminates Optionee's employment with the Company (and its Affiliates, as applicable) without Cause, the Option (to the extent exercisable at the time of such termination) may be exercised at any time within ninety (90) days after the date of such termination. To the extent that the Option is not

exercisable at the time of such termination, or to the extent the Option is not exercised within the time specified herein, the Option shall terminate.

(e)Termination for Cause. If the Company (or its Affiliate(s), as applicable) terminates Optionee's employment with the Company (and its Affiliates, as applicable) for Cause, the Option will then terminate immediately and automatically, and the Optionee shall have no further rights therein.

Notwithstanding any other provision of this Section 5, the Option shall not be exercisable after the expiration of the term set forth in Section 2 hereof.

6.Non-Transferability of Option. This Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent or distribution. During the Optionee's lifetime, this Option is exercisable only by the Optionee (or by such Optionee's legal guardian or representative as provided in Section 5). Subject to the foregoing and the terms of the Plan, the terms of this Option will be binding upon the executors, administrators, legal guardians, representatives and heirs of the Optionee, meaning for purposes of this Award Agreement, both testamentary heirs and heirs by intestacy.

7.No Continuation of Employment or Engagement. Neither the Plan nor this Option shall confer upon any Optionee any right to continue in the service of the Company or any of its Affiliates or limit, in any respect, the right of the Company (or its Affiliates, as applicable) to discharge the Optionee at any time, with or without Cause and with or without notice.

8.Withholding. The Company and its Affiliates reserve the right to withhold, in accordance with any applicable laws, from any consideration payable or property transferable to Optionee any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company or its Affiliate, the Optionee (or such other person entitled to exercise this Option pursuant to Section 5 hereof) will pay to the Company or its Affiliate (as applicable) an amount sufficient for the Company or its Affiliate to satisfy any federal, state or local tax withholding requirements applicable to and as a condition to the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option.

9.The Plan. The Optionee has received a copy of the Plan (a copy of which is attached hereto), has read the Plan and is familiar with its terms, and hereby accepts the Option subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board or its Committee is authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or its Committee upon any questions arising under the Plan.

10.HSR. Notwithstanding any provision to the contrary contained herein, no portion of the Option shall be exercised unless the Optionee has complied with all applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). If the Option subject to this Agreement would have been exercised pursuant to the terms of this Agreement but was not, in fact, exercised solely because the Optionee was not in compliance with all applicable provisions of the HSR Act, the exercise of such Option (or portion thereof) shall occur on the first date following the date of the purported exercise on which the Optionee has complied with all applicable provisions of the HSR Act.

11.Spousal Consent. As a condition to the effectiveness of the grant of the Option, the Optionee's spouse (if any) is required to execute the attached “Consent of Spouse.”

12.Governing Law. This Award Agreement will be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.

13.Amendment. Subject to the provisions of the Plan, this Award Agreement may be amended at any time by the Company or its delegate; provided, however, that any modification or amendment of this Award Agreement which adversely affects the Optionee shall require the written consent of the Optionee.

14.Entire Agreement. This Award Agreement, together with the Plan and the other exhibits attached thereto or hereto, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the award of Options to Optionee by the Company.

[signature page follows]

IN WITNESS WHEREOF, this Award Agreement has been executed by the parties on the date(s) indicated below.

FIVE BELOW, INC.

By:____________________________________

Name:__________________________________

Title:___________________________________

Date: ____________________________________

OPTIONEE

_________________________________________

Signature

_________________________________________

Address

_________________________________________

Date: ____________________________________

ACKNOWLEDGMENT

The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she has read and is familiar with the terms and provisions thereof and hereby accepts this Option subject to all of the terms and provisions of the Award Agreement and the Five Below, Inc. Equity Incentive Plan (the “Plan”). The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan.

Date: ____________________    _________________________

Signature of Optionee

_________________________

Name of Optionee

_________________________

Address

_________________________

City, State, Zip Code

CONSENT OF SPOUSE

I, , spouse of [______________], have read the foregoing Non-Qualified Stock Option Agreement (the “Agreement”). I am aware by the terms of the Five Below, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) and the Agreement that the transfer of the stock option awarded pursuant to the Agreement (the “Option”) is restricted. I hereby consent to such restrictions, approve of the provisions of the Agreement, and agree that if I pre-decease my spouse, the successors of my community property or other interest (if any) in such Option or shares will hold such shares subject to the provisions of the Agreement. In consideration of the grant of the Option as set forth in that Agreement, I hereby appoint my spouse as my attorney-in-fact with respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property.

______________________________

Signature of Spouse

______________________________

Date

EX-10.2

Exhibit 10.2

FIVE BELOW, INC.

AMENDED AND RESTATED EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Five Below, Inc. (the “Company”) hereby grants to [__________] (the “Optionee”) an option (the “Option”) to purchase a total of [_________] shares of Common Stock of the Company (the “Option Shares”), at the price and on the terms set forth herein, and in all respects subject to the terms, definitions and provisions of the Five Below, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are hereby incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings when used herein.

1.Nature of the Option. This Option is intended to be a nonstatutory stock option and is not intended to be an Incentive Stock Option within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or to otherwise qualify for any special tax benefits to the Optionee.

2.Date of Grant; Term of Option. This Option is granted this [______] day of [________, 20__] (the “Date of Grant”) and it may not be exercised later than the date that is ten (10) years after the Date of Grant, subject to earlier termination, as provided in the Plan or Section 5 hereof. For purposes of this Agreement, the term “Effective Date of Grant” shall mean [__________, 20__].

3.Option Exercise Price. The Option exercise price is [$_______] per Share.

4.Exercise of Option. This Option shall be exercisable during its term only in accordance with the terms and provisions of the Plan and this Award Agreement as follows:

(a)Right to Exercise.

i.In General. Subject to Section 4(a)(ii) and 4(a)(iii) of this Option, the Option will vest and become exercisable according to the following schedule:

If the Optionee has remained an active employee of the Company or an Affiliate of the Company from the Effective Date of Grant to the:	Then the Option will vest and become exercisable with respect to:
Second Anniversary of the Effective Date of Grant	50% of the Option Shares
Third Anniversary of the Effective Date of Grant	An additional 25% of the Option Shares
Fourth Anniversary of the Effective Date of Grant	The remaining 25% of the Option Shares

ii.Accelerated Vesting on Change in Control. In the event of a Change in Control, the Option will vest and become exercisable with respect to fifty percent (50%) of the then unvested Option Shares, as of the date of such Change in Control.

iii.Accelerated Vesting for Certain Terminations. If the Optionee ceases to be employed by the Company (and its Affiliates, as applicable) after the first anniversary of the Effective Date of Grant and prior to the Second Anniversary as a result of: (i) his or her Disability, or (ii) his or her death, then the Option will vest and become exercisable with respect to twenty five percent (25%) of the Option Shares and will remain exercisable for the applicable time period provided in Section 5.

(b)Method of Exercise. The Optionee may exercise this Option by providing written notice stating the election to exercise this Option. Such written notice must be signed by the Optionee and must be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice must be accompanied by payment of the option exercise price in the manner described in Section 4(c), and by any other agreements required by the Board or its Committee and/or the terms of the Plan. This Option will be deemed to be exercised only upon the receipt by the Company of such written notice, payment of the option exercise price and any other agreements required by the Board or its Committee, the terms of the Plan and/or this Award Agreement. The Optionee will have no right to vote or receive dividends and will have no other rights as a stockholder with respect to such Shares notwithstanding the exercise of this Option, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate(s) evidencing Shares that are being issued upon exercise of this Option. The certificate(s) for the Shares will be registered in the name of the Optionee and will contain any legend as may be required under the Plan, this Award Agreement, and/or applicable law.

(c)Method of Payment. The method of payment of the option exercise price will be determined by the Board or its Committee and may consist entirely of cash, certified check, or such other consideration or method of payment as may be authorized under the Plan.

(d)Partial Exercise.This Option may be exercised in whole or in part; provided, however, that any exercise may apply only with respect to a whole number of Shares.

(e)Restrictions on Exercise.This Option may not be exercised if the issuance of these Shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. In addition, as a further condition to the exercise of this Option, the Company may require the Optionee to make any representation or warranty to the Company as may be required by or advisable under any applicable law or regulation.

5.Termination of Relationship with the Company.

(a)Voluntary Termination. If the Optionee terminates his or her employment with the Company (and its Affiliates, as applicable) for any reason other than death or Disability, the Option (to the extent exercisable at the time of such termination) may be exercised at any time within ninety (90) days after the date of such termination. To the extent that the Option is not exercisable at the time of such termination, or to the extent the Option is not exercised within the time specified herein, the Option shall terminate.

(b)Disability. If the Optionee's employment by the Company (and its Affiliates, as applicable) terminates due to Disability, the Option (to the extent exercisable at the time of such termination) may be exercised by the Optionee or his or her legal guardian or representative at any time within twelve (12) months after such termination. To the extent that the Option is not exercisable on the date of termination, or to the extent the Option is not exercised within the time specified herein, the Option shall terminate.

(c)Death. If the Optionee's employment by the Company (and its Affiliates, as applicable) terminates due to his or her death, the Option (to the extent exercisable at the time of such death) will remain exercisable for twelve (12) months after the date of death by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance. To the extent that the Option is not exercisable on the date of death, or to the extent the Option is not exercised within the time specified herein, the Option shall terminate.

(d)Termination Without Cause. If the Company (or its Affiliate(s), as applicable) terminates Optionee's employment with the Company (and its Affiliates, as applicable) without Cause, the Option (to the extent exercisable at the time of such termination) may be exercised at any time within ninety (90) days after the date of such termination. To the extent that the Option is not

exercisable at the time of such termination, or to the extent the Option is not exercised within the time specified herein, the Option shall terminate.

(e)Termination for Cause. If the Company (or its Affiliate(s), as applicable) terminates Optionee's employment with the Company (and its Affiliates, as applicable) for Cause, the Option will then terminate immediately and automatically, and the Optionee shall have no further rights therein.

Notwithstanding any other provision of this Section 5, the Option shall not be exercisable after the expiration of the term set forth in Section 2 hereof.

6.Non-Transferability of Option. This Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent or distribution. During the Optionee's lifetime, this Option is exercisable only by the Optionee (or by such Optionee's legal guardian or representative as provided in Section 5). Subject to the foregoing and the terms of the Plan, the terms of this Option will be binding upon the executors, administrators, legal guardians, representatives and heirs of the Optionee, meaning for purposes of this Award Agreement, both testamentary heirs and heirs by intestacy.

7.No Continuation of Employment or Engagement. Neither the Plan nor this Option shall confer upon any Optionee any right to continue in the service of the Company or any of its Affiliates or limit, in any respect, the right of the Company (or its Affiliates, as applicable) to discharge the Optionee at any time, with or without Cause and with or without notice.

8.Withholding. The Company and its Affiliates reserve the right to withhold, in accordance with any applicable laws, from any consideration payable or property transferable to Optionee any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company or its Affiliate, the Optionee (or such other person entitled to exercise this Option pursuant to Section 5 hereof) will pay to the Company or its Affiliate (as applicable) an amount sufficient for the Company or its Affiliate to satisfy any federal, state or local tax withholding requirements applicable to and as a condition to the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option.

9.The Plan. The Optionee has received a copy of the Plan (a copy of which is attached hereto), has read the Plan and is familiar with its terms, and hereby accepts the Option subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board or its Committee is authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or its Committee upon any questions arising under the Plan.

10.HSR. Notwithstanding any provision to the contrary contained herein, no portion of the Option shall be exercised unless the Optionee has complied with all applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). If the Option subject to this Agreement would have been exercised pursuant to the terms of this Agreement but was not, in fact, exercised solely because the Optionee was not in compliance with all applicable provisions of the HSR Act, the exercise of such Option (or portion thereof) shall occur on the first date following the date of the purported exercise on which the Optionee has complied with all applicable provisions of the HSR Act.

11.Spousal Consent. As a condition to the effectiveness of the grant of the Option, the Optionee's spouse (if any) is required to execute the attached “Consent of Spouse.”

12.Governing Law. This Award Agreement will be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.

13.Amendment. Subject to the provisions of the Plan, this Award Agreement may be amended at any time by the Company or its delegate; provided, however, that any modification or amendment of this Award Agreement which adversely affects the Optionee shall require the written consent of the Optionee.

14.Entire Agreement. This Award Agreement, together with the Plan and the other exhibits attached thereto or hereto, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the award of Options to Optionee by the Company.

[signature page follows]

IN WITNESS WHEREOF, this Award Agreement has been executed by the parties on the date(s) indicated below.

FIVE BELOW, INC.

By:____________________________________

Name:__________________________________

Title:___________________________________

Date: ____________________________________

OPTIONEE

_________________________________________

Signature

_________________________________________

Address

_________________________________________

Date: ____________________________________

ACKNOWLEDGMENT

The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she has read and is familiar with the terms and provisions thereof and hereby accepts this Option subject to all of the terms and provisions of the Award Agreement and the Five Below, Inc. Equity Incentive Plan (the “Plan”). The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan.

Date: ____________________    _________________________

Signature of Optionee

_________________________

Name of Optionee

_________________________

Address

_________________________

City, State, Zip Code

CONSENT OF SPOUSE

I, , spouse of [______________], have read the foregoing Non-Qualified Stock Option Agreement (the “Agreement”). I am aware by the terms of the Five Below, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) and the Agreement that the transfer of the stock option awarded pursuant to the Agreement (the “Option”) is restricted. I hereby consent to such restrictions, approve of the provisions of the Agreement, and agree that if I pre-decease my spouse, the successors of my community property or other interest (if any) in such Option or shares will hold such shares subject to the provisions of the Agreement. In consideration of the grant of the Option as set forth in that Agreement, I hereby appoint my spouse as my attorney-in-fact with respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property.

______________________________

Signature of Spouse

______________________________

Date

EX-10.3

Exhibit 10.3

[Performance-Vesting Grant Schedule]

Grant Schedule

Grantee’s name:	[Grantee]
Grant Date:	[Grant Date]
1. Number of Restricted Stock Units granted:	[_________]
2. Target Number of Restricted Stock Units granted:	[_________]
3. Vesting Date:
At the end of each performance period, any units that do not vest based upon the Company’s attainment of the performance goal shall be forfeited with no further compensation due to the Grantee. The determination of the attainment of the performance goal will be made in the sole discretion of the Committee.  The Committee has discretion with the consent of the Grantee to modify the definition of the performance goal (with the Board reserving the right to ratify, modify or reverse the Committee’s decision), provided that the exercise of such discretion would not cause a Performance Award that would otherwise be deductible as “performance-based” compensation within the meaning of Section 162(m) of the Code to become non-deductible.  Unless otherwise provided for above or in the Grantee’s employment agreement with the Company, if the Grantee’s employment with the Company and its Affiliates terminates or is terminated for any other reason, any Restricted Stock Units that are then still subject to vesting conditions as of such date shall be immediately forfeited with no other compensation due to the Grantee. A number of Shares equal to the number of vested Performance Vested Units shall be, to the extent that the applicable performance goal is satisfied, issued to the Grantee, either by book-entry registration or issuance of a stock certificate or certificates, as soon as administratively practicable following the date that the Committee determines the extent to which such performance goal has been achieved but in no event later December 31st of the calendar year containing the applicable Vesting Date. Notwithstanding the foregoing, to the extent the Performance Vested Units become vested as a result of Change in Control, a number of Shares equal to such units will be issued to the Grantee not later than ten (10) business days following the date of such Change in Control. Notwithstanding the foregoing, no Restricted Stock Units subject to this Agreement shall vest unless the Grantee has complied with all applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). If the Restricted Stock Units subject to this Agreement would have vested pursuant to this Agreement but did not vest solely because the Grantee was not in compliance with all applicable provisions of the HSR Act, the Vesting Date and the Share issuance date for such Restricted Stock Units shall occur on the first date following the date on which such Restricted Stock Units would otherwise have vested pursuant to this Agreement on which the Grantee has complied with all applicable provisions of the HSR Act.

FIVE BELOW, INC.

By:__________________________________

Name:________________________________

Title:_________________________________

DATED: _____________________________

[Time-Vesting Grant Schedule]

Grant Schedule

Grantee’s name:	[Grantee]
Grant Date:	[Grant Date]
1. Number of Restricted Stock Units granted:	[# of RSUs]
2. Vesting Dates:
Unless otherwise provided for above or in the Grantee’s employment agreement with the Company, if the Grantee’s employment with the Company and its Affiliates terminates or is terminated for any reason, any Restricted Stock Units that are then still subject to vesting conditions as of such date shall be immediately forfeited with no other compensation due to the Grantee. Notwithstanding the foregoing, no Restricted Stock Units subject to this Agreement shall vest unless the Grantee has complied with all applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). If the Restricted Stock Units subject to this Agreement would have vested pursuant to this Agreement but did not vest solely because the Grantee was not in compliance with all applicable provisions of the HSR Act, the Vesting Date and the Share issuance date for such Restricted Stock Units shall occur on the first date following the date on which such Restricted Stock Units would otherwise have vested pursuant to this Agreement on which the Grantee has complied with all applicable provisions of the HSR Act.

FIVE BELOW, INC.

By:__________________________________

Name:________________________________

Title:_________________________________

DATED: _____________________________

Award Agreement for Restricted Stock Units under the

Five Below, Inc. Amended and Restated Equity Incentive Plan

THIS AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made by Five Below, Inc. (the “Company”) to the participant named on the grant schedule attached hereto (the “Grantee”), dated as of the date set forth on the grant schedule attached hereto (the “Grant Date”).

RECITALS

WHEREAS, the Company desires to award Restricted Stock Units to the Grantee under the Five Below, Inc. Amended and Restated Equity Incentive Plan, as amended (the “Plan”), pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows:

1.Grant Schedule.  Certain terms of the grant of Restricted Stock Units are set forth on the grant schedule (the “Grant Schedule”) that is attached to, and is a part of, this Agreement.

2.Grant of Restricted Stock Units.  As of the Grant Date, pursuant to the Plan, the Company hereby awards to the Grantee the number of Restricted Stock Units set forth on the Grant Schedule (the “Award”), subject to the restrictions and on the terms and conditions set forth in this Agreement and the Plan. The terms of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein. Capitalized terms used but not defined herein, including the Grant Schedule, will have the same meaning as defined in the Plan.

3.Grant Date.  The Grant Date of the Restricted Stock Units is set forth on the Grant Schedule.

4.Performance Target. To the extent that the Grant Schedule includes a performance-based target, the Grant Schedule will specify the extent to which the Restricted Stock Units will be forfeited for failure to achieve the performance-based target.

5.Vesting. Subject to the further provisions of this Agreement, the Restricted Stock Units will vest as set forth on the Grant Schedule (each date on which Restricted Stock Units vest being referred to as a “Vesting Date”).

6.Transferability. The Restricted Stock Units are not transferable or assignable otherwise than by will or by the laws of descent and distribution. Any attempt to transfer Restricted Stock Units, whether by transfer, pledge, hypothecation or otherwise and whether voluntary or involuntary, by operation of law or otherwise, will not vest the transferee with any interest or right in or with respect to such Restricted Stock Units.

7.Termination of Employment. In the event of the Grantee’s termination of service with the Company and its Affiliates that is a “separation from service” within the meaning of section 409A of the Code and applicable Treasury Regulations issued under section 409A, all unvested Restricted Stock Units will vest or be forfeited according to the terms and conditions of the Grant Schedule, unless the Grantee’s employment agreement provides for a result that is more favorable to the Grantee. To the extent compliance with the requirements of Treasury Regulation § 1.409A-3(i)(2) is necessary to avoid the application of an additional tax under section 409A of the Code to the issuance of Shares to the Grantee, then any issuance of Shares to the Grantee that would otherwise be made during the six-month period beginning on the date of such termination will be deferred and delivered to the Grantee immediately following the lapse of such six-month period.

8.Issuance of Shares.

a.Unless otherwise set forth on the Grant Schedule, within ten (10) business days following each Vesting Date (including any accelerated vesting date provided in the Grant Schedule or pursuant to the Grantee’s employment agreement), the Company shall issue to the Grantee, either by book-entry registration or issuance of a stock certificate or certificates, a number of Shares equal to the number of Restricted Stock Units granted hereunder that have vested as of such date. Any Shares issued to the Grantee hereunder shall be fully paid and non-assessable.

b.The Company may require as a condition of the issuance of Shares, pursuant to Section 8(a) hereof, that the Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the issuance of such shares. The Committee, in its sole discretion, may permit the Grantee to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the applicable issuance date, with fractional shares being settled in cash.

c.The Grantee will not be deemed for any purpose to be, or have rights as, a stockholder of the Company by virtue of the grant of Restricted Stock Units, until shares of Common Stock are issued in settlement of such Restricted Stock Units pursuant to Section 8(a) hereof. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Grantee will have all of the rights of a stockholder.

d.If it is determined by the Committee that gross negligence, intentional misconduct or fraud by Grantee caused or partially caused the Company to have to restate all or a portion of its financial statements, the Committee, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of Shares delivered pursuant to the vesting of the Restricted Stock Units, or to effect the cancellation of unvested Restricted Stock Units, if (i) the vesting of the Award was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement, and (ii) the extent of vesting of the Award would have been less had the financial statements been correct.

9.Securities Matters. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any Shares to be issued thereunder or to effect similar compliance under any state laws.  The Company shall not be obligated to cause to be issued any Shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Shares are traded.  The Committee may require, as a condition of the issuance of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding or stop order, as the Committee, in its sole discretion, deems necessary or desirable.  The Grantee specifically understands and agrees that the Shares, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Grantee may be required to hold the shares indefinitely unless they are registered under the 1933 Act or an exemption from such registration is available.

10.Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, will impair any such right, power or remedy of such party, nor will it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor will any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character by the of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and will be effective only to the extent specifically set forth in such writing.

11.Withholding. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable or property transferable to Grantee any taxes required to be withheld by federal, state or local law as a result of the grant or vesting of this Award or other disposition of the Shares.

12.Right of Discharge Preserved. The grant of Restricted Stock Units hereunder will not confer upon the Grantee any right to continue in service with the Company or any of its subsidiaries or Affiliates.

13.The Plan. By accepting this Award, the Grantee acknowledges that the Grantee has received a copy of the Plan, has read the Plan and is familiar with its terms, and accepts the Restricted Stock Units subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board or its Committee is authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. By accepting this Award, the Grantee acknowledges and agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or its Committee upon any questions arising under the Plan.

14.Governing Law.  This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter this Agreement) shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.

The Award is made by the Company as of the date stated in the introductory paragraph.

FIVE BELOW, INC.

By:__________________________________

Name:________________________________

Title:_________________________________