rrd285248_321969.html

0001181431-11-042103.txt : 20110722 0001181431-11-042103.hdr.sgml : 20110722 20110722152808 ACCESSION NUMBER: 0001181431-11-042103 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110722 FILED AS OF DATE: 20110722 DATE AS OF CHANGE: 20110722 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVIS NEILL P CENTRAL INDEX KEY: 0001187695 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35239 FILM NUMBER: 11982489 BUSINESS ADDRESS: STREET 1: MEN'S WEARHOUSE INC STREET 2: 5803 GLENMONT DRIVE CITY: HOUSTON STATE: TX ZIP: 77081 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Francesca's Holdings CORP CENTRAL INDEX KEY: 0001399935 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 208874704 BUSINESS ADDRESS: STREET 1: 3480 WEST 12TH STREET CITY: Houston STATE: TX ZIP: 77008 BUSINESS PHONE: 713-864-1358 MAIL ADDRESS: STREET 1: 3480 WEST 12TH STREET CITY: Houston STATE: TX ZIP: 77008 3 1 rrd318106.xml FORM 3 X0203 3 2011-07-22 0 0001399935 Francesca's Holdings CORP FRAN 0001187695 DAVIS NEILL P C/O FRANCESCA??S COLLECTIONS, INC. 3480 W. 12TH STREET HOUSTON TX 77008 1 0 0 0 Stock Option (right to buy) 1.43 2017-12-01 Common Stock 100000 D This stock option was granted on December 1, 2007 pursuant to the Issuer's 2007 Stock Incentive Plan (the "2007 Plan"). The acquisition by the affiliates of CCMP Capital Advisors, LLC of approximately 85% controlling interest in the Issuer was treated as a change in control under the 2007 Plan on February 26, 2010, thereby causing an acceleration of vesting of all awards outstanding pursuant to the 2007 Plan, including this stock option. Exhibit 24 - Power of Attorney /s/ Kal Malik, attorney-in-fact 2011-07-22 EX-24. 2 rrd285248_321969.htm POWER OF ATTORNEY rrd285248_321969.html

EXHIBIT 24

POWER OF ATTORNEY

                            FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
                                     IN RESPECT OF SECURITIES OF
                                  FRANCESCA'S HOLDINGS CORPORATION

The undersigned hereby constitutes and appoints Kal Malik as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution for him in his name
and stead in any and all capacities, to sign and file for and on his behalf, in respect of any
acquisition, disposition or other change in ownership of any Common Stock of Francesca's Holdings
Corporation (the "Company"), the following:

(i) any Form ID to be filed with the Securities and Exchange Commission (the "SEC");

(ii) any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;

(iii) any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the
SEC;

(iv) any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;

(v) any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and

(vi) any and all agreements, certificates, receipts, or other documents in connection therewith.

The undersigned hereby gives full power and authority to the attorney-in-fact to
seek and obtain as the undersigned's representative and on the undersigned's behalf, information on
transactions in the Company's securities from any third party, including brokers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such person to release
such information to the undersigned and approves and ratifies any such release of information.

The undersigned hereby grants unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifies and confirms all that any such attorney-in-fact and agent or
substitute may do or cause to be done by virtue hereof.

The undersigned acknowledges that:

         (i)   neither the Company nor such attorney-in-fact assumes (i) any liability for the
               undersigned's responsibility to comply with the requirement of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), (ii) any liability of the
               undersigned for any failure to comply with such requirements or (iii) any
               obligation or liability of the undersigned for profit disgorgement under Section
               16(b) of the Exchange Act; and

         (ii) this Power of Attorney does not relieve the undersigned from responsibility for
               compliance with the undersigned's obligations under the Exchange Act, including
               without limitation the reporting requirements under Section 16 of the Exchange
               Act.

This Power of Attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

Date: July 22, 2011                           /s/ Neill Davis
                                           ----------------------------------
                                           Neill Davis
                                           Director