S-1/A

As filed with the Securities and Exchange Commission on June 30, 2010

No. 333-166436

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Gordmans Stores, Inc.

(Exact name of registrant as specified in its charter)

Delaware	5600	26-3171987
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
	12100 West Center Road Omaha, Nebraska 68144 (402) 691-4000

Jeffrey J. Gordman

Chief Executive Officer, President and Secretary

Gordmans Stores, Inc.

12100 West Center Road

Omaha, Nebraska 68144

(402) 691-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Gerald T. Nowak, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000 W. Morgan Burns
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 766-7136

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
(Do not check if a smaller reporting company)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares this registration statement effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated June 30, 2010

PROSPECTUS

                     Shares

Gordmans Stores, Inc.

Common Stock

$             per share

•Gordmans Stores, Inc. is offering                  shares and the selling stockholders are offering                  shares. We will not receive any proceeds from the sale of our shares being sold by the selling stockholders.   •We anticipate that the initial public offering price will be between $             and $             per share. •This is our initial public offering and no public market currently exists for our shares.   •Proposed trading symbol: Nasdaq Global Select Market—GMAN.

This investment involves risk. See “Risk Factors” beginning on page 9.

	Per Share	Total
Public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to Gordmans Stores, Inc.	$	$
Proceeds, before expenses, to the selling stockholders	$	$

The underwriters have a 30-day option to purchase up to                  additional shares of common stock from us to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved of anyone’s investment in these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about                     , 2010.

Piper Jaffray

The date of this prospectus is                     , 2010.

TABLE OF CONTENTS

	Page
Basis of Presentation	ii
Market and Industry Data	ii
Trademarks and Trade Names	ii
Summary	1
Risk Factors	9
Forward-Looking Statements	23
Use of Proceeds	25
Dividend Policy	25
Capitalization	26
Dilution	27
Selected Historical Consolidated Financial and Operating Data	29
Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Business	53
Management	64
Executive Compensation	69
Security Ownership of Certain Beneficial Owners	86
Certain Relationships and Related Party Transactions	88
Description of Capital Stock	92
Description of Certain Indebtedness	96
Shares of Common Stock Eligible For Future Sale	99
Material U.S. Federal Income Tax Considerations to Non-U.S. Holders	101
Underwriting	105
Legal Matters	106
Experts	106
Where You Can Find More Information	107

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

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BASIS OF PRESENTATION

We use a typical retail 52-53 week fiscal year ending on the Saturday closest to January 31. Fiscal years are identified in this prospectus according to the calendar year in which the year begins. For example, references to “2009,” “fiscal 2009,” “fiscal year 2009” or similar references refer to the fiscal year ended January 30, 2010.

MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data throughout this prospectus from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the definitions of our market and industry are appropriate, neither such research nor these definitions have been verified by any independent source.

TRADEMARKS AND TRADE NAMES

This prospectus includes our trademarks such as “Gordmans,” which are protected under applicable intellectual property laws and are the property of Gordmans Stores, Inc. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or ^TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

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SUMMARY

The items in the following summary are described in more detail later in this prospectus. This summary provides an overview of selected information and does not contain all the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus and the financial statements. Some of the statements in this prospectus constitute forward-looking statements. See “Forward-Looking Statements.”

Except where the context otherwise requires or where otherwise indicated, the terms “Gordmans,” “we,” “us,” “our,” “our company” and “our business” refer to Gordmans Stores, Inc. together with its consolidated subsidiaries as a combined entity.

Our Company

Gordmans is an everyday low price retailer featuring a large selection of the latest brands, fashions and styles at up to 60% off department and specialty store prices every day in a fun, easy-to-shop environment. Our merchandise assortment includes apparel for all ages, accessories, footwear and home fashions. In fiscal year 2009, our major merchandise categories of Apparel, Home Fashions and Accessories comprised 53%, 29% and 18%, respectively, of our total revenue. The origins of Gordmans date back to 1915, and as of June 4, 2010, we operated 68 stores in 16 primarily Midwestern states situated in a variety of shopping center developments, including regional enclosed shopping malls, lifestyle centers and power centers.

Our Business Strategy

Gordmans is a uniquely positioned business model built to capitalize on what we believe is an underserved need in the marketplace. While we technically compete within the off-price segment of the industry, we are actually a unique hybrid of specialty, department store, big box and off-price retailers. Our mission, “We will delight our guests with big savings, big selection and fun, friendly associates!” reflects our differentiated selling proposition, which is comprised of three elements: (i) savings of up to 60% off department and specialty store regular prices; (ii) a broad selection of fashion-oriented department and specialty store quality apparel, footwear, accessories and home fashions; and (iii) a shopping experience that is designed to be infused with fun and entertainment and characterized by outstanding guest service in well-organized, easy-to-shop stores. We believe that while other retailers may fare better than us on any one of our key elements of savings, selection or shopping experience, few, if any, attempt to optimize all three simultaneously to the same degree that we do. The key aspects of our business strategy are as follows:

• Unique Merchandise Offering.    We synthesize our fashion-oriented, name brand apparel and accessories with an expansive home fashions selection. Certain segments of Home Fashions make up our destination business of “Décor,” such as wall art, floral and garden, and accent furniture and lighting. In addition to Décor, we have developed our Juniors’ and Young Men’s Apparel categories into destination businesses (defined as categories with a broad and deep selection of brands and styles such that we believe Gordmans becomes a destination of choice for these categories), which combined represented approximately 39% of our average inventory for fiscal 2009. Our goal is to dedicate a greater proportion of inventory resources to these businesses than any other off-price, mid-tier or department store retailer.

• Outstanding Value Proposition.    From a cost leadership standpoint, we are able to offer everyday savings up to 60% off department and specialty store regular prices by seeking to negotiate the best up-front net pricing, by taking a lower mark-up on our merchandise due to our everyday low price philosophy, and by employing a variety of opportunistic merchandise procurement strategies.

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• Fun and Energetic Store Environment.    Our store shopping experience is a critical component of our holistic selling proposition. Our 50,000 square foot store model is designed to be a fun and easy-to-shop store experience, to optimize both sales productivity and operational efficiency, and finally to serve as an economical, scalable expansion vehicle.

We differentiate ourselves from discount stores (such as Target and Wal-Mart, who generally offer discount store brands and private label merchandise at similar prices) primarily by offering department and specialty store name brands, by providing a more upscale shopping environment, and finally by emphasizing apparel and apparel-related accessories within our assortments. Our everyday low price strategy and smaller, better-organized store layouts set us apart from the majority of department stores (such as Macy’s and Dillard’s, who offer a broad selection in a multi-department, multi-level, large store format).

Compared to most off-price retailers (such as T.J. Maxx, Ross Stores and Stein Mart, who offer branded merchandise at discount prices), our stores are significantly larger, which enables us to present a much broader assortment of merchandise. Moreover, unlike most off-price stores, a Gordmans store is visually appealing and well-organized, utilizing merchandising techniques, visual displays, a departmental floor layout, fixture systems, signing and graphics similar to that of department and specialty stores. Finally, we do not carry imperfect merchandise and we offer complete assortments achieved through the negotiation of up-front discounts augmented by opportunistic buying strategies.

Recent Initiatives and Accomplishments

From 2004 to 2008, we expanded our store base by approximately 55%, adding a total of 23 stores after taking into account two relocations and three store closures. Due in part to the difficult economic environment, in fiscal year 2009 we opened only one store and focused the majority of our efforts on several business plan initiatives to position us for sustainable long-term growth. These initiatives included:

• Management.    We strengthened the talent level throughout the organization, particularly within the senior management, merchandising and stores teams. Several talent strategies involving the selection process, assessment tools, succession planning and engagement have facilitated our success in this arena.

• Merchandising.    Over the last three years we have executed several merchandising strategies, including: the acquisition and expansion of a significant number of national brands, the augmentation of our Juniors’ Apparel, Young Men’s Apparel and Décor destination businesses and the expansion of several underdeveloped, high growth business categories.

• Marketing.    We have reengineered our marketing strategy to focus on branding Gordmans as a fun, unique, energetic shopping experience that clearly articulates our unique selling proposition in a humorous, memorable manner.

• Inventory Management.    We have undertaken a number of business process initiatives to improve our inventory planning and management to maximize both gross profit and inventory utilization efficiency.

As a result of these initiatives, in conjunction with more efficiently leveraging our cost infrastructure, we were able to significantly enhance our profitability in fiscal year 2009. In particular, we generated a comparable store sales increase of 4.6% and 9.3% for fiscal year 2009 and the fourth quarter of fiscal year 2009, respectively. In addition, we improved our gross profit margin by 170 basis points over fiscal year 2008, while our net income increased 565% to $15.9 million.

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During the first quarter of fiscal year 2010, we opened one store and experienced a comparable store sales increase of 15.4%. Additionally, our gross profit margin increased 170 basis points to 47.0% when compared to the first quarter of fiscal year 2009. Our net income for the first quarter of fiscal year 2010 was $6.4 million, an increase of 75.5% over the first quarter of fiscal year 2009.

Our Growth Strategy

We believe we can leverage our unique selling proposition, scalable infrastructure and portable retail model to continue to capture market share and drive increased revenue and profitability. Our multi-pronged growth strategy is as follows:

• Expand Store Base.    With a current store base of only 68 stores, our objective is to increase our store base by approximately 10% annually over the next several years. We believe that we can capitalize on both new market opportunities that are primarily contiguous to our current markets, as well as on selected opportunities to fill in existing markets.

• Drive Comparable Store Sales.    We seek to maximize our comparable store sales by executing on a number of recent initiatives such as: expanding our destination businesses; achieving parity between sales of our Women’s and Juniors’ Apparel; developing selected high growth potential niche businesses that we believe are underserved by the market; acquiring targeted brands desired by our guests; and finally by leveraging inventory optimization opportunities.

• Leverage Cost Infrastructure.    We intend to enhance our profit margins by leveraging economies of scale with respect to our cost infrastructure. We believe that a significant portion of our corporate overhead and distribution center costs will not increase at a rate proportionate with new and comparable store sales growth.

Summary Risk Factors

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. You should carefully consider these risks, including the risks discussed in the section entitled “Risk Factors,” beginning on page 9 of this prospectus, before investing in our common stock. Risks relating to our business include, among others:

• our ability to adjust to changes in consumer spending and general economic conditions;

• our ability to identify and respond to new and changing fashion trends, guest preferences and other related factors;

• our ability to compete with other retailers;

• our ability to maintain or improve comparable store sales; and

• our ability to obtain merchandise at acceptable prices.

Our Equity Sponsor

Sun Capital Partners, Inc. (“Sun Capital”) is a leading private investment firm focused on leveraged buyouts, equity, debt, and other investments in companies that can benefit from its in-house operating professionals and experience. Sun Capital affiliates have invested in more than 220 companies worldwide with combined sales in excess of $40 billion since Sun Capital’s inception in 1995. Sun Capital has offices in Boca Raton, Los Angeles, and New York, as well as affiliates with offices in London, Paris,

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Frankfurt, Shanghai and Shenzhen. Sun Capital has invested in several specialty retail and apparel companies, including Edwin Watts Golf Shop, Gerber Childrenswear, Hanna Andersson, Mattress Firm, Limited Stores, Pamida and Shopko Stores.

On September 17, 2008, investment funds managed by affiliates of Sun Capital acquired 100% of the equity interests of Gordmans, Inc. for aggregate consideration of $55.7 million, mainly consisting of $32.5 million of proceeds from debt issuance and a $20.0 million capital contribution from Sun Capital, in a reverse triangular merger. See “Certain Relationships and Related Party Transactions—Merger Agreement.”

Following completion of this offering, Sun Gordmans, LP, an affiliate of Sun Capital, will own approximately         % of our outstanding common stock, or         % if the underwriters’ option to purchase additional shares is fully exercised. As a result, funds advised by affiliates of Sun Capital will be able to have a significant effect relating to votes over fundamental and significant corporate matters and transactions. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—We are a ‘controlled company,’ controlled by investment funds managed by affiliates of Sun Capital, whose interests in our business may be different from yours.”

Office Location

Gordmans Stores, Inc., the issuer of the common stock in this offering, is a Delaware corporation. Our corporate headquarters is located at 12100 West Center Road, Omaha, Nebraska 68144. Our telephone number is (402) 691-4000. Our website address is www.gordmans.com. The information on our website is not deemed to be part of this prospectus.

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The Offering

Common stock offered:
By Gordmans Stores, Inc.	shares
By selling stockholders	shares
Total	shares
Common stock outstanding after this offering	shares
Use of proceeds	We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $             million, assuming the shares are offered at $             per share, the midpoint of the price range set forth on the cover of this prospectus. We intend to use the net proceeds from the sale of common stock by us in this offering to pay fees and expenses incurred in connection with this offering, including payments to affiliates of Sun Capital. We will use any remaining net proceeds from this offering for working capital and general corporate purposes. We will not receive any proceeds from the sale of shares by the selling stockholders. See “Use of Proceeds.”
Dividend policy	We currently expect to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and therefore we do not anticipate paying any cash dividends in the foreseeable future. Our ability to pay dividends on our common stock is limited by our existing credit agreement, and may be further restricted by the terms of any of our future debt or preferred securities. See “Dividend Policy.”
Risk Factors	Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
Proposed symbol for trading on the Nasdaq Global Select Market	GMAN

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Except as otherwise indicated, all information in this prospectus:

• excludes              shares of common stock issuable upon the exercise of options outstanding as of              at a weighted average exercise price of $         per share;

• excludes                 shares of common stock reserved for future grants under our equity compensation plan; and

• assumes (1) no exercise by the underwriters of their option to purchase up to                 additional shares from the selling stockholders and (2) an initial public offering price of $            per share, the midpoint of the initial public offering price range indicated on the cover of this prospectus.

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Summary Historical Consolidated Financial and Operating Data

The following table summarizes our consolidated financial and operating data as of the dates and for the periods indicated. The statement of operations and cash flows data for the fiscal years or periods, as applicable, ended February 2, 2008, September 17, 2008, January 31, 2009 and January 30, 2010 and the balance sheet data as of January 31, 2009 and January 30, 2010 have been derived from our audited consolidated financial statements for such fiscal years or periods included elsewhere in this prospectus, which were audited by Grant Thornton LLP, an independent registered public accounting firm. The balance sheet data as of February 2, 2008 is derived from our audited consolidated financial statements that are not in this prospectus. The summary consolidated selected financial data for the thirteen week periods ended May 1, 2010 and May 2, 2009 was derived from the unaudited condensed consolidated interim financial statements included elsewhere in this prospectus. The unaudited condensed consolidated interim financial information set forth below was prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of our financial position and operating results for such periods. The interim results set forth below are not necessarily indicative of results for the fiscal year ending January 29, 2011 or for any other period.

On September 17, 2008, Midwest Shoppes Intermediate Holding Corp. (“Midwest Shoppes”), an affiliate of Sun Capital, acquired 100% of the outstanding common shares of Gordmans, Inc., through a merger of Gordmans, Inc. with Midwest Shoppes Integrated, Inc., a direct wholly owned subsidiary of Midwest Shoppes. Gordmans, Inc. was the surviving entity of the merger. Midwest Shoppes subsequently changed its name to Gordmans Intermediate Holding Corp. and is owned by Gordmans Stores, Inc., which we refer to as the “Successor.” The Successor was formed as a Delaware corporation in 2008 for the sole purpose of acquiring Gordmans, Inc. and had no prior operations. As a result of the acquisition (the “Sun Capital Acquisition”) a new basis of accounting was created effective September 18, 2008. We refer to the Company prior to the Sun Capital Acquisition as the “Predecessor.” The periods prior to the Sun Capital Acquisition are referred to as the “Predecessor periods” and the periods following the Sun Capital Acquisition are referred to as the “Successor periods.” Our 2008 fiscal year is therefore divided into a Predecessor period from February 3, 2008 through September 17, 2008 and a Successor period from September 18, 2008 through January 31, 2009. Due to the significance of the Sun Capital Acquisition and related transactions, our capitalization and cost structure changed. Therefore, the financial information, other than net sales, license fees, cost of sales, and gross profit, for all Successor periods are not comparable to that of the Predecessor periods presented in the following table.

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The summary historical consolidated data presented below should be read in conjunction with the sections entitled “Risk Factors,” “Selected Historical Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto and other financial data included elsewhere in this prospectus. Our historical results are not necessarily indicative of our operating results or financial position to be expected in the future.

	Predecessor						Successor
	Year Ended February 2, 2008			228 Days ended September 17, 2008			136 Days Ended January 31, 2009			Year Ended January 30, 2010			13  Weeks Ended May 2, 2009			13  Weeks Ended May 1, 2010
	(dollars in thousands, excluding store count and share data)
Statement of Operations Data:
Net sales	$	437,070		$	244,212		$	188,458		$	457,533		$	93,472		$	111,891
License fees from leased departments		5,433			3,362			2,103			5,679			1,347			1,596
Cost of sales		(268,086	)		(145,668	)		(116,410	)		(269,177	)		(52,503	)		(60,938	)
Gross profit		174,417			101,906			74,151			194,035			42,316			52,549
Selling, general and administrative expenses		(169,195	)		(104,433	)		(66,100	)		(167,842	)		(36,292	)		(42,248	)
Income / (loss) from operations		5,222			(2,527	)		8,051			26,193			6,024			10,301
Interest expense		(1,937	)		(822	)		(697	)		(1,052	)		(267	)		(179	)
Income / (loss) before taxes		3,285			(3,349	)		7,354			25,141			5,757			10,122
Income tax (expense) / benefit		(1,168	)		998			(2,616	)		(9,273	)		(2,123	)		(3,745	)
Net income / (loss)	$	2,117		$	(2,351	)	$	4,738		$	15,868		$	3,634		$	6,377
Net income (loss) per share
Basic	$	0.13		$	(0.14	)	$	4.74		$	15.87		$	3.63		$	6.38
Diluted		0.13			(0.14	)		4.74			15.33			3.63			6.11
Weighted average shares
Basic		16,610,300			16,597,100			1,000,000			1,000,000			1,000,000			1,000,000
Diluted		16,703,342			16,611,040			1,000,000			1,035,356			1,000,000			1,043,806
Other Financial and Operating Data:
Comparable store sales growth(1)		1.4	%		—	(2)		—	(2)		4.6	%		2.8	%		15.4	%
Store count, end of period		63			65			65			66			65			67
Average store sales(3)	$	6,938		$	3,757		$	2,899		$	6,932		$	1,438		$	1,670
Capital expenditures		11,576			8,528			1,883			3,865			406			2,708
Dividends per share		—			—			—			15			—			—
Balance Sheet Data (at period end):
Cash and cash equivalents	$	5,222					$	5,218		$	16,601		$	6,876		$	13,055
Working capital		21,152						11,791			16,163			14,812			21,053
Total assets		109,075						77,859			92,118			94,107			100,001
Total long-term obligations(4)		13,576						—			1,513			1,889			1,326
Total stockholders’ equity		40,440						24,738			25,949			28,371			32,449

⁽¹⁾ We consider all stores opened for more than 16 months as of the end of the reporting period as comparable stores.

⁽²⁾ The Sun Capital Acquisition did not impact net sales. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Unaudited Pro Forma Condensed Consolidated Financial Information.” Therefore, comparable store sales decreased 4.5% for the combined periods ending January 31, 2009.

⁽³⁾ Average store sales is calculated by dividing net sales by the store count at the end of the period.

⁽⁴⁾ Consists of current and noncurrent portions of long-term debt and capital leases.

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RISK FACTORS

This offering and an investment in our common stock involve a high degree of risk. You should carefully consider the risks described below, together with the financial and other information contained in this prospectus, before you decide to purchase shares of our common stock. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flow and prospects could be materially and adversely affected. As a result, the trading price of our common stock could decline and you could lose all or part of your investment in our common stock.

Risks Related to Our Business

Our business is sensitive to consumer spending and general economic conditions, and a continued or further economic slowdown could adversely affect our financial performance.

Consumer purchases of discretionary retail items, including our merchandise, generally decline during recessionary periods and other periods when disposable income is adversely affected. Our performance is subject to factors that affect domestic and worldwide economic conditions, including employment, consumer debt, reductions in net worth based on recent severe market declines, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, consumer confidence, value of the United States dollar versus foreign currencies and other macroeconomic factors. Further deterioration in economic conditions or increasing unemployment levels, may continue to reduce the level of consumer spending and inhibit consumers’ use of credit, which may adversely affect our revenues and profits. In recessionary periods, we may have to increase our inventory markdowns or otherwise dispose of inventory for which we have previously paid, which could adversely affect our profitability. Our financial performance is particularly susceptible to economic and other conditions in regions or states where we have a significant number of stores. Current economic conditions and further slowdown in the economy could adversely affect shopping center traffic and new shopping center development and could have a material adverse effect on our business, our financial condition and our results of operations.

In addition, the current economic environment and future recessionary periods may exacerbate, individually or collectively, some of the risks noted below, including consumer demand, strain on available resources, store growth, interruption of the flow of merchandise from vendors and foreign exchange rate fluctuations.

Our business is highly dependent upon our ability to identify and respond to new and changing fashion and style trends, guest preferences and other related factors, and our inability to identify and respond to these new trends may lead to inventory markdowns and write offs, which could adversely affect us and our brand image.

Our success depends in large part upon our ability to effectively identify and respond to changing fashion trends and consumer demands, and to translate market trends into appropriate, saleable merchandise offerings. Although we attempt to stay abreast of the fashion tastes of our guests and provide merchandise that satisfies guest demand, fashion trends can change rapidly and we cannot assure you that we will accurately anticipate shifts in fashion trends and adjust our merchandise mix to appeal to changing consumer tastes in a timely manner. If we misjudge the market for our merchandise or are unsuccessful in responding to changes in fashion trends or in market demand, we could experience insufficient or excess inventory levels which could result in higher markdowns, any of which would have a material adverse effect on our business, our financial condition and our results of operations.

There can be no assurance that our new merchandise offerings will have the same level of acceptance as our merchandise offerings in the past or that we will be able to adequately and timely respond to the preferences of our guests. The failure of any new merchandise offerings to appeal to our guests could have a material adverse effect on our business, our financial condition and our results of operations.

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Our sales and profitability fluctuate on a seasonal basis and are affected by a variety of other factors.

Our business is affected by the seasonal pattern common to most retailers. Historically, our highest net sales occur during the fourth quarter, which includes the holiday selling season. Any significant decrease in net sales during the holiday season would have a material adverse effect on our business, our financial condition and our results of operations. In addition, in order to prepare for this season, we must order and keep in stock significantly more merchandise than we carry during other parts of the year. This inventory build-up may require us to expend cash faster than we generate by our operations during this period. Any unanticipated decrease in demand for our merchandise during this peak shopping season could require us to sell excess inventory at a substantial markdown, which could have a material adverse effect on our business, profitability, ability to repay any indebtedness and our brand image with guests.

We face intense competition in the retail industry.

We face substantial competition for guests from regional and national department stores, specialty stores, discount stores, mid-tier stores and off-price retail chains. We compete on the basis of a combination of factors, including among others, price, breadth, quality and style of merchandise offered, in-store experience, level of guest service, ability to identify and offer new and emerging fashion trends and brand image. Many of these competitors are larger and have significantly greater financial and marketing resources than we do. Many of our competitors also generate ecommerce sales, and although we do maintain a website, we do not sell merchandise online. Accordingly, we may face periods of intense competition in the future which could have a material adverse effect on our profitability and results of operations. We cannot assure you that we will continue to be able to compete successfully against existing or future competitors. Our expansion into markets served by our competitors and entry of new competitors or expansion of existing competitors into our markets could have a material adverse effect on our profitability and results of operations.

Our inability to maintain or improve levels of comparable store sales could cause our stock price to decline.

We may not be able to maintain or improve the levels of comparable store sales that we have experienced in the recent past. Although we experienced comparable sales growth in fiscal year 2009, our annual comparable store sales have ranged from a decrease of 4.5% to an increase of 4.6%, during the past five fiscal years. We have recently experienced strong comparable store sales growth, which we may not be able to sustain. If our future comparable store sales decline or fail to meet market expectations, the price of our common stock could decline. In addition, the aggregate results of operations of our stores have fluctuated in the past and will fluctuate in the future. A variety of factors affect comparable store sales, including fashion trends, competition, current national and regional economic conditions, pricing, inflation, the timing of the release of new merchandise and promotional events, changes in our merchandise mix, inventory shrinkage, the success of our multi-channel marketing programs, the timing and level of markdowns and weather conditions. In addition, many retailers have been unable to sustain high levels of comparable store sales growth during and after periods of substantial expansion. These factors may cause our comparable store sales results to be materially lower than in recent periods and our expectations, which could harm our business and result in a decline in the price of our common stock.

Our advertising, marketing and promotional strategies may be ineffective and inefficient.

Our profitability and results of operations may be materially affected by the effectiveness and efficiency of our marketing expenditures and our ability to select the right markets and media in which to advertise. In particular, we may not be successful in our efforts to: create greater awareness of our stores and our promotions, identify the most effective and efficient level of spending in each market and specific media vehicle and determine the appropriate creative message and media mix for our advertising, marketing and promotional expenditures. While we utilize several methods of distribution, daily newspapers are an important delivery vehicle for both run of press advertising and circular insertions.

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The newspaper business is under increasing economic pressure, and the demise of certain newspapers would jeopardize an important distribution method for our advertising. As such, we plan to allocate a greater portion of our advertising budget to television advertising. We do not yet know what effect this increase in television advertising and corresponding decrease in newspaper advertising will have on our business. Our planned marketing expenditures may not result in increased revenues. In addition, if we are not able to manage our marketing expenditures on a cost-effective basis, our profitability and results of operations could be materially and adversely affected.

The termination or non-renewal of our licensing agreements with DSW Inc. and/or Destination Maternity Corporation could adversely affect our business.

Our footwear business is currently operated under a license agreement with DSW, Inc. Our maternity business is currently operated under a license agreement with Destination Maternity Corporation for its Motherhood Maternity^® brand. In both instances, we receive a license fee equal to a specified percentage of net footwear and maternity revenue. Our total license fee income in fiscal year 2009 was $5.7 million, or approximately 1% of our net sales. If either DSW or Destination Maternity is unable or unwilling to continue to act as our licensee or supply us with our desired level of inventory, we could suffer a loss of income and guest traffic until such time as we are able to replace these licensees or to establish the structure to manage these businesses directly.

Failure to execute our buying and inventory management strategies could adversely affect our business.

Our business is dependent, to a significant degree, upon our ability to purchase fashion and brand name merchandise, and to do so at prices that are consistent with our cost leadership strategy. We must continuously seek out buying opportunities from our existing suppliers and from new sources, for which we compete with other retailers. Driving traffic to the stores and increasing same store sales, requires continued replenishment of fresh, high quality, attractively priced merchandise in our stores. Our buying philosophy gives considerable discretion to our buyers, subjecting us to risks on the timing, pricing, quality and nature of inventory flowing to the stores. In addition, we base our purchases of inventory, in part, on sales forecasts. If our sales forecasts do not match guest demand, we may experience higher inventory levels and decreased profit margins.

Our ability to purchase merchandise could become limited by the consolidation or demise of merchandise vendors. Our ability to obtain merchandise may also depend on certain manufacturers’ ability to obtain vendor financing through factoring companies, and to the extent they are unable to secure sufficient credit from those factors, we may not be able to purchase merchandise from them.

We have two distribution facilities and have not yet implemented disaster recovery procedures, and if we encounter difficulties associated with our distribution facilities or if either facility were to shut down for any reason, we could face shortages of inventory that would have a material adverse effect on our business operations and harm our reputation.

Our two distribution facilities are located in Omaha, Nebraska. Our distribution facilities support our entire business. All of our merchandise is shipped to the distribution facilities from our vendors, and then packaged and shipped from our distribution facilities to our stores. The success of our stores depends on their timely receipt of merchandise. The efficient flow of our merchandise requires that we have adequate capacity in our distribution facilities to support our current level of operations, and the anticipated increased levels that may follow from our growth plans. If we encounter difficulties associated with our distribution facilities or if either were to shut down for any reason, including by fire or other natural disaster, we could face shortages of inventory, resulting in out-of-stock conditions in our stores, as well as incur significantly higher costs and longer lead times associated with distributing merchandise to our

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stores, which could have a material adverse effect on our business and harm our reputation. We are in the process of developing disaster recovery and business continuity plans. Without proper disaster recovery and business continuity plans, if we encounter difficulties with our distribution facilities or other problems or disasters arise, we cannot ensure that critical systems and operations will be restored in a timely manner or at all, which would have a material adverse effect on our business.

We may from time to time seek to lease new facilities or vacate existing facilities as our operations require. Appropriate locations or financing for the purchase or lease of such additional real estate may not be available at reasonable costs or at all. Our failure to secure new store locations or additional distribution capacity when necessary could impede our growth plans.

We rely upon independent third-party transportation providers for substantially all of our merchandise shipments and are subject to increased shipping costs as well as the potential inability of our third-party transportation providers to deliver on a timely basis.

We currently rely upon independent third-party transportation providers for substantially all of our merchandise shipments, including shipments to and from all of our stores. Our utilization of these delivery services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs, labor strikes and inclement weather, which may impact a shipping company’s ability to provide delivery services that adequately meet our shipping needs. If we change the shipping companies we use, we could face logistical difficulties that could adversely affect deliveries and we would incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those received from our current third-party transportation providers which in turn would increase our costs.

Our growth strategy is dependent on a number of factors, any of which could strain our resources or delay or prevent the successful penetration into new markets.

Our growth strategy is partially dependent on opening new stores and operating them profitably. Additional factors required for the successful implementation of our growth strategy include, but are not limited to: obtaining desirable store locations, negotiating acceptable leases, completing projects on budget, supplying proper levels of merchandise and successfully hiring and training store managers and sales associates. In order to optimize profitability for new stores, we must secure desirable retail lease space when opening stores in new and existing markets. We must choose store sites, execute favorable real estate transactions on terms that are acceptable to us, hire competent personnel and effectively open and operate these new stores. We historically have received developer funding for store build outs, which offset certain capital expenditures we must make to open a new store. If developer funding ceases to be available to us in the future or decreases, opening new stores would require more capital outlay, which could adversely affect our ability to continue opening new stores.

To the extent we open new stores in markets where we have existing stores, our existing stores in those markets may experience reduced net sales. Our planned growth will also require additional infrastructure for the development, maintenance and monitoring of those stores. In addition, if our current management systems and information systems are insufficient to support this expansion, our ability to open new stores and to manage our existing stores would be adversely affected. If we fail to continue to improve our infrastructure, we may be unable to implement our growth strategy or maintain current levels of operating performance in our existing stores.

Our growth plans will place increased demands on our financial, operational, managerial and administrative resources. These increased demands may cause us to operate our business less efficiently, which in turn could cause deterioration in the performance of our existing stores.

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Our business depends in part on a strong brand image, and if we are not able to maintain or enhance our brand, particularly in new markets where we have limited brand recognition, we may be unable to attract sufficient numbers of guests to our stores or sell sufficient quantities of our merchandise.

Our ability to maintain our reputation is critical to our brand image. Our reputation could be jeopardized if we fail to maintain high standards for merchandise quality and integrity. Any negative publicity about these types of concerns may reduce demand for our merchandise. Failure to maintain high ethical, social and environmental standards for all of our operations and activities or adverse publicity regarding our responses to these concerns could also jeopardize our reputation. Failure to comply with local laws and regulations, to maintain an effective system of internal controls or to provide accurate and timely financial statement information could also hurt our reputation. Damage to our reputation or loss of consumer confidence for any of these reasons could have a material adverse effect on our business, financial condition and results of operations, as well as require additional resources to rebuild our reputation.

We are subject to risks associated with leasing substantial amounts of space, including future increases in occupancy costs.

We lease all of our store locations, our corporate headquarters and our distribution facilities. Our continued growth and success depends in part on our ability to renew leases for successful stores. There is no assurance that we will be able to re-negotiate leases at similar or favorable terms at the end of the lease, and we could be forced to move or exit a market if another favorable arrangement cannot be made. Additionally, in certain cases, we take responsibility for construction of a new store and are reimbursed for our construction costs by the landlord.

We depend on cash flow from operations to pay our lease expenses. If our business does not generate sufficient cash flow from operating activities to fund these expenses, we may not be able to service our lease expenses, which could materially harm our business.

If an existing or future store is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. Moreover, even if a lease has an early cancellation clause, we may not satisfy the contractual requirements for early cancellation under that lease. Our inability to enter into new leases or renew existing leases on terms acceptable to us or be released from our obligations under leases for stores that we close could materially adversely affect us.

Our failure to find store associates that reflect our brand image and embody our culture could adversely affect our business.

Our continued success depends in part upon our ability to attract, motivate and retain a sufficient number of store associates, including store managers, who understand and appreciate our corporate culture and guests, and are able to adequately and effectively represent this culture and establish credibility with our guests. The store associate turnover rate in the retail industry is generally high. Excessive store associate turnover will result in higher associate costs related to finding, hiring and training new store associates. If we are unable to hire and retain store personnel capable of consistently providing a high level of guest service, as demonstrated by their enthusiasm for our culture, understanding of our guests and knowledge of the merchandise we offer, our ability to open new stores may be impaired, the performance of our existing and new stores could be materially and adversely affected and our brand image may be negatively impacted. Competition for such qualified individuals could require us to pay higher wages to attract a sufficient number of associates. Additionally, our labor costs are subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws, potential collective bargaining arrangements, health insurance costs and other

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insurance costs and changes in employment and labor legislation or other workplace regulation (including changes in entitlement programs such as health insurance and paid leave programs). Such increase in labor costs may adversely impact our profitability, or if we fail to pay such higher wages we could suffer increased associate turnover.

We depend on key executive management and may not be able to retain or replace these individuals or recruit additional personnel, which could harm our business.

We depend on the leadership and experience of our key executive management. The loss of the services of any of our executive management members could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace such personnel on a timely basis or without incurring increased costs, or at all. We believe that our future success will depend greatly on our continued ability to attract and retain highly skilled and qualified personnel. There is a high level of competition for experienced, successful personnel in the retail industry. Our inability to meet our staffing requirements in the future could impair our growth and harm our business.

We rely significantly on information systems and any failure, inadequacy, interruption or security failure of those systems could harm our ability to effectively operate our business.

Our ability to effectively manage and maintain our inventory, and to ship products to our stores on a timely basis, depends significantly on our information systems. To manage the growth of our operations, personnel and real estate portfolio, we will need to continue to improve and expand our operational and financial systems, real estate management systems, transaction processing, internal controls and business processes; in doing so, we could encounter implementation issues and incur substantial additional expenses. The failure of our information systems to operate effectively, problems with transitioning to upgraded or replacement systems or expanding them into new stores, or a breach in security of these systems could adversely impact the promptness and accuracy of our merchandise distribution, transaction processing, financial accounting and reporting, the efficiency of our operations and our ability to properly forecast earnings and cash requirements. We could be required to make significant additional expenditures to remediate any such failure, problem or breach. Such events may have a material adverse effect on our business.

In addition, we may now and in the future implement new systems to increase efficiencies and profitability. To manage growth of our operations and personnel, we will need to continue to improve and expand our operational and financial systems, transaction processing, internal controls and business processes. When implementing or changing existing processes, we may encounter transitional issues and incur substantial additional expenses.

System security risk issues could disrupt our internal operations or information technology services, and any such disruption could harm our net sales, increase our expenses and harm our reputation.

Experienced computer programmers and hackers, or even internal users, may be able to penetrate our network security and misappropriate our confidential information or that of third parties, including our guests, create system disruptions or cause shutdowns. In addition, associate error, malfeasance or other errors in the storage, use or transmission of any such information could result in a disclosure to third parties outside of our network. As a result, we could incur significant expenses addressing problems created by any such inadvertent disclosure or any security breaches of our network. This risk is heightened because we collect and store guest information, including credit card information, and use certain guest information for marketing purposes. Any compromise of guest information could subject us to guest or government litigation and harm our reputation, which could adversely affect our business and growth. Moreover, we could incur significant expenses or disruptions of our operations in connection with system failures or breaches. In addition, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including

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“bugs” and other problems that could unexpectedly interfere with the operation of the systems. The costs to us to eliminate or alleviate security problems, viruses and bugs, or any problems associated with the outsourced services, could be significant, and the efforts to address these problems could result in interruptions, delays or cessation of service that may impede our sales, distribution or other critical functions.

There are claims made against us from time to time that can result in litigation or regulatory proceedings which could distract management from our business activities and result in significant liability.

We face the risk of litigation and other claims against us. Litigation and other claims may arise in the ordinary course of our business and include commercial disputes, intellectual property issues, product-oriented allegations and slip and fall claims. In addition, we could face a wide variety of associate claims against us, including general discrimination, privacy, labor and employment, ERISA and disability claims. Any claims could result in litigation against us and could also result in regulatory proceedings being brought against us by various federal and state agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant management time and expense. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liability, and could also materially and adversely affect our operations and our reputation.

In addition, we may be subject to liability if we infringe the trademarks or other intellectual property rights of third parties. If we were to be found liable for any such infringement, we could be required to pay substantial damages and could be subject to injunctions preventing further infringement. Such infringement claims could subject us to boycotts by our guests and harm to our reputation. In addition, any payments we are required to make and any injunctions we are required to comply with as a result of such infringement actions could adversely affect our financial results.

Changes in laws, including employment laws and laws related to our merchandise, could make conducting our business more expensive or otherwise change the way we do business.

We are subject to numerous regulations, including labor and employment, customs, truth-in-advertising, consumer protection and zoning and occupancy laws and ordinances that regulate retailers generally and/or govern the importation, promotion and sale of merchandise and the operation of stores and warehouse facilities. If these regulations were to change or were violated by our management, associates, vendors, buying agents or trading companies, the costs of certain goods could increase, or we could experience delays in shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our merchandise and hurt our business and results of operations.

In addition to increased regulatory compliance requirements, changes in laws could make ordinary conduct of our business more expensive or require us to change the way we do business. For example, changes in federal and state minimum wage laws could raise the wage requirements for certain of our associates, which would likely cause us to reexamine our entire wage structure for stores. Other laws related to employee benefits and treatment of associates, including laws related to limitations on associate hours, supervisory status, leaves of absence, mandated health benefits (for example, those health benefits proposed in the Patient Protection and Affordable Care Act passed in March 2010) or overtime pay, could also negatively impact us, such as by increasing compensation and benefits costs for overtime and medical expenses.

Moreover, changes in product safety or other consumer protection laws could lead to increased costs to us for certain merchandise, or additional labor costs associated with readying merchandise for sale. It is often difficult for us to plan and prepare for potential changes to applicable laws and future actions or payments related to such changes could be material to us.

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We may be subject to unionization, work stoppages, slowdowns or increased labor costs, especially if the Employee Free Choice Act is adopted.

Currently, none of our associates are represented by a union. However, our associates have the right at any time under the National Labor Relations Act to form or affiliate with a union. If some or all of our workforce were to become unionized and the terms of the collective bargaining agreement were significantly different from our current compensation arrangements, it could increase our costs and adversely impact our profitability. The Employee Free Choice Act of 2007: H.R. 800, or EFCA, was passed in the United States House of Representatives in 2008 and the same legislation was introduced again in 2009 as H.R. 1409 and S. 560. President Obama and leaders of Congress have made public statements in support of this bill. Accordingly, this bill or a variation of it could be enacted in the future and the enactment of this bill could have an adverse impact on our business, by making it easier for workers to obtain union representation and increasing the penalties employers may incur if they engage in labor practices in violation of the National Labor Relations Act.

We may be unable to protect our trademarks or other intellectual property rights, which could harm our business.

We rely on certain trademark registrations and common law trademark rights to protect the distinctiveness of our brand. However, there can be no assurance that the actions we have taken to establish and protect our trademarks will be adequate to prevent imitation of our trademarks by others or to prevent others from claiming that sales of our merchandise infringe, dilute or otherwise violate third party trademarks or other proprietary rights in order to block sales of our merchandise.

Litigation may be necessary to protect our trademarks and other intellectual property rights, to enforce these rights or to defend against claims by third parties alleging that we infringe, dilute or violate third party trademark or other intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, or whether successful or not, could result in substantial costs and diversion of our resources, which could have a material adverse effect on our business, financial condition, results of operations or cash flows. Any intellectual property litigation or claims against us could result in the loss or compromise of our intellectual property rights, could subject us to significant liabilities, require us to seek licenses on unfavorable terms, if available at all, prevent us from manufacturing or selling certain products and/or require us to redesign or relabel our merchandise or rename our brand, any of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our lease obligations could adversely affect our financial flexibility and our competitive position.

We have, and will continue to have, significant lease obligations. As of January 30, 2010, our minimum annual rental obligations under long-term operating leases for fiscal years 2010 and 2011 are $34.3 million and $33.5 million, respectively. Our lease obligations could have other important consequences to you and significant effects on our business. For example, it could:

• increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

• require us to dedicate a substantial portion of our cash flow from operations to make payments on our leases, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• make it more difficult to satisfy our financial obligations, including payments on our leases; and

• place us at a disadvantage compared to our competitors that have fewer lease obligations.

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In addition, the agreements governing our existing credit agreements contain, and the agreements evidencing or governing other future indebtedness may contain, restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our revolving line of credit facility.

Our loan agreement may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

Our loan agreement contains limitations on our ability to:

• incur additional indebtedness;

• create liens on assets;

• engage in mergers, consolidations, liquidations and dissolutions;

• sell assets (including pursuant to sale leaseback transactions);

• pay consulting fees, dividends and distributions or repurchase capital stock;

• make investments (including acquisitions), loans, or advances;

• engage in certain transactions with affiliates; and

• change our lines of business.

In addition, our loan agreement requires us to maintain minimum excess availability equal to the greater of 12.5% of the weekly borrowing base and $6.0 million; provided that during a seasonal borrowing period, we must maintain minimum excess availability equal to the greater of (i) 15% of the lesser of (x) the borrowing base and (y) the revolving commitment and (ii) $8 million. The loan agreement also prohibits the making of capital expenditures in any fiscal year in excess of $25 million.

A failure by us or our subsidiaries to comply with these covenants would result in an event of default under such indebtedness. Upon an event of default, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies as set forth in the loan agreement. If any of our indebtedness were to be accelerated, it would adversely affect our ability to respond to changes in our business and manage our operations. In addition, upon an acceleration, there can be no assurance that our assets would be sufficient to repay the accelerated indebtedness in full, which could have a material adverse effect on our ability to continue to operate as a going concern. See “Description of Certain Indebtedness.”

Our results may be adversely affected by fluctuations in energy costs.

Energy costs have fluctuated dramatically in the past. These fluctuations may result in an increase in our transportation costs for distribution and utility costs for our retail stores and distribution centers. A continual rise in energy costs could adversely affect consumer spending and demand for our merchandise and increase our operating costs, both of which could have a material adverse effect on our financial condition and results of operations.

We may recognize impairment on long-lived assets.

Our long-lived assets, primarily stores and intangible assets, are subject to periodic testing for impairment. Store assets are reviewed using factors including, but not limited to, our future operating plans and projected future cash flows. Failure to achieve our future operating plans or generate sufficient levels of cash flow at our stores could result in impairment charges on long-lived assets, which could have a material adverse effect on our financial condition or results of operations.

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Risks Related to this Offering and Ownership of Our Common Stock

An active public market for our common stock may not develop following this offering, which could limit your ability to sell your shares of our common stock at an attractive price, or at all.

Prior to this offering, there has been no public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market in our common stock or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

We are a “controlled company,” controlled by investment funds managed by affiliates of Sun Capital, whose interests in our business may be different from yours.

Upon completion of this offering, Sun Gordmans, LP, an affiliate of Sun Capital, will own approximately                  shares, or         % of our outstanding common stock. As such, affiliates of Sun Capital will, for the foreseeable future, have significant influence over our reporting and corporate management and affairs, and will be able to control virtually all matters requiring stockholder approval. For so long as affiliates of Sun Capital own 30% or more of our outstanding shares of common stock, they will have the right to designate a majority of our Board of Directors. For so long as Sun Capital has the right to designate a majority of our Board of Directors, the directors designated by affiliates of Sun Capital are expected to constitute a majority of each committee of our Board of Directors (other than the Audit Committee) and the chairman of each of the committees (other than the Audit Committee) is expected to be a director serving on such committee who is selected by affiliates of Sun Capital, provided that, at such time as we are not a “controlled company” under the Nasdaq Global Select Market corporate governance standards, our committee membership will comply with all applicable requirements of those standards and a majority of our Board of Directors will be “independent directors,” as defined under the rules of the Nasdaq Global Select Market.

As a “controlled company,” the rules of the Nasdaq Global Select Market exempt us from the obligation to comply with certain corporate governance requirements, including the requirements that a majority of our board of directors consists of “independent directors,” as defined under the rules of the Nasdaq Global Select Market and that we have nominating and compensation committees that are each composed entirely of independent directors. These exemptions do not modify the requirement for a fully independent audit committee, which is permitted to be phased-in as follows: (1) one independent committee member at the time of our initial public offering; (2) a majority of independent committee members within 90 days of our initial public offering; and (3) all independent committee members within one year of our initial public offering. Similarly, once we are no longer a “controlled company,” we must comply with the independent board committee requirements as they relate to the nominating and compensation committees, on the same phase-in schedule as set forth above, with the trigger date being the date we are no longer a “controlled company” as opposed to our initial public offering date. Additionally, we will have 12 months from the date we cease to be a “controlled company” to have a majority of independent directors on our Board of Directors.

Affiliates of Sun Capital will control actions to be taken by us and our Board of Directors, including amendments to our amended and restated certificate of incorporation and amended and restated bylaws and approval of significant corporate transactions, including mergers and sales of substantially all of our assets. The directors designated by affiliates of Sun Capital will have the authority, subject to the terms of our indebtedness and the rules and regulations of the Nasdaq Global Select Market, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. Because of the equity ownership of Sun Gordmans, LP, we are considered a “controlled company” for the purposes of the Nasdaq Global Select Market listing requirements. As such, we would be exempt from the Nasdaq Global Select Market corporate governance requirements that our Board of Directors, our Corporate

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Compensation and our Nominating and Corporate Governance Committee meet the standard of independence established by those corporate governance requirements. The Nasdaq Global Select Market independence standards are intended to ensure that directors who meet the independence standard are free of any conflicting interest that could influence their actions as directors. Our amended and restated certificate of incorporation will provide that the doctrine of “corporate opportunity” will not apply against Sun Capital, or any of our directors who are associates of, or affiliated with, Sun Capital, in a manner that would prohibit them from investing in competing businesses or doing business with our clients or guests. It is possible that the interests of Sun Capital and its affiliates may in some circumstances conflict with our interests and the interests of our other stockholders, including you.

Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

After this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

• quarterly variations in our operating results compared to market expectations;

• changes in preferences of our guests;

• announcements of new merchandise or significant price reductions by us or our competitors;

• size of the public float;

• stock price performance of our competitors;

• fluctuations in stock market prices and volumes;

• default on our indebtedness or foreclosure of our properties;

• actions by competitors or other shopping center tenants;

• changes in senior management or key personnel;

• changes in financial estimates by securities analysts;

• negative earnings or other announcements by us or other retail apparel companies;

• downgrades in our credit ratings or the credit ratings of our competitors;

• issuances of capital stock; and

• global economic, legal and regulatory factors unrelated to our performance.

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many retail companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, we will have                 shares of common stock outstanding. The shares of common stock offered in this offering will be freely tradable without restriction under the Securities Act, except for any shares of our common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

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We, each of our officers and directors and the selling stockholders have agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any of the shares of common stock or securities convertible into or exchangeable for, or that represent the right to receive, shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Piper Jaffray & Co. See “Underwriting.”

All of our shares of common stock outstanding as of the date of this prospectus may be sold in the public market by existing stockholders 180 days after the date of this prospectus, subject to applicable limitations imposed under federal securities laws. See “Shares of Common Stock Eligible for Future Sale” for a more detailed description of the restrictions on selling shares of our common stock after this offering.

In the future, we may also issue our securities if we need to raise capital in connection with a capital raise or acquisitions. The amount of shares of our common stock issued in connection with a capital raise or acquisition could constitute a material portion of our then-outstanding shares of our common stock.

Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that may make the acquisition of our company more difficult without the approval of our Board of Directors. These provisions include:

• establish a classified Board of Directors so that not all members of our Board of Directors are elected at one time;

• authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;

• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

• requires that two-thirds of our stockholders approve amendments to our amended and restated certificate of incorporation or amended and restated bylaws;

• provides that special meetings of our stockholders may only be called by a resolution adopted by a majority of our directors then in office;

• provide that the Board of Directors is expressly authorized to make, alter, or repeal our amended and restated bylaws; and

• establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

Our amended and restated certificate of incorporation will also contain a provision that provides us with protections similar to Section 203 of the Delaware General Corporate Law, and will prevent us from engaging in a business combination with a person who acquires at least 15% of our common stock for a period of three years from the date such person acquired such common stock, unless board or stockholder approval is obtained prior to the acquisition.

These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

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If you purchase shares of common stock sold in this offering, you will incur immediate and substantial dilution.

If you purchase shares of common stock in this offering, you will incur immediate and substantial dilution in the amount of $        per share, because the initial public offering price of $        is substantially higher than the pro forma net tangible book value per share of our outstanding common stock. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares. On September 17, 2008, Sun Capital acquired 100% of the equity interests of Gordmans, Inc. for aggregate consideration of $55.7 million (or approximately $         per pro forma share, as compared to an initial public offering price of $         per share based on the midpoint of the range set forth on the cover page of this prospectus), mainly consisting of $32.5 million of proceeds from debt issuance and a $20.0 million capital contribution from Sun Capital. See “Certain Relationships and Related Party Transactions—Merger Agreement.” In addition, you may also experience additional dilution upon future equity issuances or the exercise of stock options to purchase common stock granted to our associates, consultants and directors under our stock option and equity incentive plans. See “Dilution.”

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

We do not expect to pay any cash dividends for the foreseeable future.

We do not anticipate that we will pay any cash dividends on shares of our common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Additionally, our operating subsidiaries are currently restricted from paying cash dividends by the agreements governing their indebtedness, and we expect these restrictions to continue in the future. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.

We will incur increased costs as a result of becoming a public company.

As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002 and related rules implemented by the Securities and Exchange Commission (“SEC”) and the Nasdaq Global Select Market. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could

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also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Compliance with Section 404 of the Sarbanes-Oxley Act of 2002 will require significant expenditures and effort by management, and if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, our stock price could be adversely affected.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related rules and regulations and beginning with our Annual Report on Form 10-K for the year ending January 28, 2012, our management will be required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. In addition, in connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investors could lose confidence in our financial information and our stock price could decline.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, or strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

• changes in consumer spending and general economic conditions;

• our ability to identify and respond to new and changing fashion trends, guest preferences and other related factors;

• fluctuations in our sales and results of operations on a seasonal basis;

• intense competition from other retailers;

• our ability to maintain or improve levels of comparable store sales;

• our successful implementation of advertising, marketing and promotional strategies;

• termination of our license agreements;

• our ability to obtain merchandise at acceptable prices;

• shortages of inventory and harm to our reputation due to difficulties or shut-down of our distribution facilities;

• our reliance upon independent third-party transportation providers for substantially all of our merchandise shipments;

• our growth strategy;

• our dependence on a strong brand image;

• our leasing of substantial amounts of space;

• the failure to find store associates that reflect our brand image and embody our culture;

• our dependence upon key executive management;

• our reliance on information systems;

• system security risk issues that could disrupt our internal operations or information technology services;

• changes in laws and regulations applicable to our business;

• our inability to protect our trademarks or other intellectual property rights;

• fluctuations in energy costs;

• claims made against us resulting in litigation;

• impairment on our long-lived assets;

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• our substantial lease obligations;

• restrictions imposed by our indebtedness on our current and future operations; and

• increased costs as a result of being a public company.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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USE OF PROCEEDS

We estimate based upon an assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus, we will receive net proceeds from the offering of approximately $            million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders, including any shares sold by the selling stockholders in connection with the exercise of the underwriters’ option to purchase additional shares.

We currently intend to use the net proceeds to us from this offering for the following purposes and in the following amounts:

• Approximately $             million of the proceeds to us from this offering will be used to pay fees and expenses of this offering, which will include a 1% transaction fee on the gross proceeds we receive in this offering payable to affiliates of Sun Capital pursuant to the terms of our consulting agreement with them (See “Certain Relationships and Related Party Transactions—Sun Capital Consulting Agreement”).

• Approximately $             million of the net proceeds to us from this offering will be used to pay a termination fee to affiliates of Sun Capital for termination of the consulting agreement with them (See “Certain Relationships and Related Party Transactions—Sun Capital Consulting Agreement”).

• The remaining net proceeds to us from this offering will be used for working capital and general corporate purposes. We do not have any specific plans with respect to this portion of the net proceeds. Accordingly, our management will have broad discretion in the application of these proceeds. We believe that retaining these net proceeds will afford us significant flexibility to pursue our business strategies, including our planned growth through new store openings.

A $1.00 increase or decrease in the assumed initial public offering price of $            per share would increase or decrease the net proceeds we receive from this offering by approximately $            million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same.

DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness, and therefore we do not anticipate paying any cash dividends in the foreseeable future. Additionally, because we are a holding company, our ability to pay dividends on our common stock is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the agreements governing our indebtedness. See “Description of Certain Indebtedness.” Any future determination to pay dividends will be at the discretion of our Board of Directors, subject to compliance with covenants in current and future agreements governing our indebtedness, and will depend upon our results of operations, financial condition, capital requirements and other factors that our Board of Directors deems relevant.

In December 2009, we issued a special dividend of $15.00 per share of common stock on all of our issued and outstanding shares in an amount equal to, in the aggregate, $15.0 million. In June 2010, we issued a special dividend of $20.00 per share of common stock on all of our issued and outstanding shares in an amount equal to, in the aggregate, $20.0 million.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of May 1, 2010:

• on an actual basis; and

• on an as adjusted basis to reflect (i) the closing of this offering and the receipt by us of the estimated net proceeds from the sale of                  shares of common stock in this offering at an assumed initial public offering price of $         per share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and (ii) our payment of a special dividend of $20.00 per share of common stock on all of our issued and outstanding shares in an amount equal to, in the aggregate, $20.0 million.

You should read the following table in conjunction with the sections entitled “Use of Proceeds,” “Selected Historical Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of May 1, 2010
	Actual		As  adjusted(1)
	(unaudited) (dollars in thousands, except share data)
Cash and cash equivalents	$	13,055	$
Debt, including current portion:
Revolving line of credit		—		—
Notes payable		1,278		1,278
Capital lease obligations		48		48
Total long-term debt, including current portion	$	1,326	$	1,326
Stockholders’ equity:
Common stock, $0.001 par value per share, 2,900,000 authorized and 1,000,000 issued and outstanding, actual; $       par value per share,              authorized,          shares issued and outstanding, on an as adjusted basis		1
Additional paid-in capital		20,466
Retained Earnings		11,982
Total stockholders’ equity	$	32,449	$
Total capitalization	$	33,775	$

⁽¹⁾ A $1.00 increase or decrease in the assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease the net proceeds from this offering available to us and correspondingly increase or decrease the amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $            million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. See “Use of Proceeds.”

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DILUTION

Our net tangible book value as of May 1, 2010, before giving effect to the sale of             shares of common stock offered in this offering, was approximately $30.2 million, or approximately $          per pro forma share. Net tangible book value per share represents the amount of our total tangible assets less the amount of our total liabilities, divided by the number of shares of common stock outstanding at                 , 2010, prior to the sale of                 shares of common stock offered in this offering. Dilution in net tangible book value per share represents the difference between the amount per share paid by investors in this offering and the pro forma net tangible book value per share of our common stock outstanding immediately after this offering.

On September 17, 2008, Sun Capital acquired 100% of the equity interests of Gordmans, Inc. for aggregate consideration of $55.7 million (or approximately $                 per pro forma share, as compared to an initial public offering price of $                 per share based on the midpoint of the range set forth on the cover page of this prospectus), mainly consisting of $32.5 million of proceeds from debt issuance and a $20.0 million capital contribution from Sun Capital. See “Certain Relationships and Related Party Transactions—Merger Agreement.”

After giving effect to the sale of                 shares of common stock in this offering, based upon an assumed initial public offering price of $                 per share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering, our pro forma net tangible book value as of                 , 2010 would have been approximately $                 million, or $                 per share of common stock. This represents an immediate increase in net tangible book value of $                 per share to existing stockholders and immediate dilution of $                 per share to new investors purchasing shares of common stock in this offering at the initial public offering price.

The following table illustrates this dilution in net tangible book value per share to new investors:

Assumed initial public offering price per share		$
Net tangible book value per share as of             , 2010	$
Increase in pro forma net tangible book value per share attributable to this offering
Pro forma net tangible book value per share as of             , 2010 (after giving effect to this offering)
Dilution per share to new investors(1)		$

⁽¹⁾ Dilution is determined by subtracting pro forma net tangible book value per share after giving effect to the offering from the initial public offering price paid by a new investor.

Each $1.00 increase (decrease) in the assumed initial public offering price of $                per share, the midpoint of the price range set forth on the cover of this prospectus, would increase (decrease) our pro forma net tangible book value by $                million, or $                per share, and the dilution in net tangible book value per share to investors in this offering by $                per share, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same. The as adjusted information is illustrative only, and following the completion of this offering, will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

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The following table summarizes, as of                     , 2010, on a pro forma basis, the number of shares of our common stock purchased from us, the aggregate cash consideration paid to us and the average price per share paid to us by existing stockholders and to be paid by new investors purchasing shares of our common stock from us in this offering. The table assumes an initial public offering price of $                per share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering:

	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percentage		Amount	Percentage
Existing stockholders			%	$		%	$
New investors
Total			%	$		%	$

A $1.00 increase (decrease) in the assumed initial public offering price of $                per share would increase (decrease) the total consideration paid by investors participating in this offering by $                million, or increase (decrease) the percent of total consideration paid by investors participating in this offering by                 %, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the discussion and tables above assume no exercise of the underwriters’ option to purchase additional shares, no exercise of any outstanding options and no sale of common stock by the selling stockholders. The sale of         shares of common stock to be sold by the selling stockholders in this offering will reduce the number of shares held by existing stockholders to             , or             % of the total shares outstanding, and will increase the number of shares held by investors participating in this offering to                 , or                 % of the total shares outstanding. In addition, if the underwriters’ option to purchase additional shares is exercised in full, the number of shares of common stock held by existing stockholders will be further reduced to             , or             % of the total number of shares of common stock to be outstanding upon the closing of this offering, and the number of shares of common stock held by investors participating in this offering will be further increased to          shares or             % of the total number of shares of common stock to be outstanding upon the closing of this offering.

The tables and calculations above are based on                 shares of common stock issued and outstanding as of                 , and excludes an aggregate of             shares of common stock reserved for issuance under our equity compensation plan, which we plan to adopt in connection with this offering.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table summarizes our consolidated financial and operating data as of the dates and for the periods indicated. The statement of operations and cash flows data for the fiscal years or periods, as applicable, ended February 2, 2008, September 17, 2008, January 31, 2009 and January 30, 2010 and the balance sheet data as of January 31, 2009 and January 30, 2010 have been derived from our audited consolidated financial statements for such fiscal years or periods included elsewhere in this prospectus, which were audited by Grant Thornton LLP, an independent registered public accounting firm. The statement of operations and cash flows data for the fiscal years ended January 28, 2006 and February 3, 2007 and the balance sheet data as of January 28, 2006, February 3, 2007 and February 2, 2008 are derived from our audited consolidated financial statements not included in this prospectus. The summary consolidated selected financial data for the thirteen week periods ended May 1, 2010 and May 2, 2009 was derived from the unaudited condensed consolidated interim financial statements included elsewhere in this prospectus. The unaudited condensed consolidated interim financial information set forth below was prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of our financial position and operating results for such periods. The interim results set forth below are not necessarily indicative of results for the fiscal year ending January 29, 2011 or for any other period.

On September 17, 2008, Midwest Shoppes Intermediate Holding Corp. (“Midwest Shoppes”), an affiliate of Sun Capital acquired 100% of the outstanding common shares of Gordmans, Inc., through a merger of Gordmans, Inc. with Midwest Shoppes Integrated, Inc., a direct wholly owned subsidiary of Midwest Shoppes. Gordmans, Inc. was the surviving entity of the merger. Midwest Shoppes subsequently changed its name to Gordmans Intermediate Holding Corp, and is owned by Gordmans Stores, Inc., which we refer to as the “Successor.” The Successor was formed as a Delaware corporation in 2008 for the sole purpose of acquiring Gordmans, Inc. and had no prior operations. As a result of the acquisition (the “Sun Capital Acquisition”) a new basis of accounting was created effective September 18, 2008. We refer to the Company prior to the Sun Capital Acquisition as the “Predecessor.” The periods prior to the Sun Capital Acquisition are referred to as the “Predecessor periods” and the periods following the Sun Capital Acquisition are referred to as the “Successor periods.” Our 2008 fiscal year is therefore divided into a Predecessor period from February 3, 2008 through September 17, 2008 and a Successor period from September 18, 2008 through January 31, 2009. Due to the significance of the Sun Capital Acquisition and related transactions, our capitalization and cost structure changed. Therefore, the financial information, other than net sales, license fees, cost of sales, and gross profit, for all Successor periods are not comparable to that of the Predecessor periods presented in the following table.

The selected historical consolidated data presented below should be read in conjunction with the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and related notes thereto and other financial data included elsewhere in this prospectus. Our historical results are not necessarily indicative of our operating results or financial position to be expected in the future.

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	Predecessor												Successor
	Year Ended January 28, 2006			Year Ended February 3, 2007			Year Ended February 2, 2008			228 Days Ended September 17, 2008			136 Days Ended January 31, 2009			Year Ended January 30, 2010			13 Weeks Ended May 2, 2009			13 Weeks Ended May 1, 2010
	(dollars in thousands, except store count and share data)
Statement of Operations Data:
Net sales	$	381,211		$	420,512		$	437,070		$	244,212		$	188,458		$	457,533		$	93,472		$	111,891
License fees from leased departments		4,828			4,893			5,433			3,362			2,103			5,679			1,347			1,596
Cost of sales		(237,853	)		(256,471	)		(268,086	)		(145,668	)		(116,410	)		(269,177	)		(52,503	)		(60,938	)
Gross profit		148,186			168,934			174,417			101,906			74,151			194,035			42,316			52,549
Selling, general and administrative expenses		(145,834	)		(162,760	)		(169,195	)		(104,433	)		(66,100	)		(167,842	)		(36,292	)		(42,248	)
Income / (loss) from operations		2,352			6,174			5,222			(2,527	)		8,051			26,193			6,024			10,301
Interest expense		(1,303	)		(1,882	)		(1,937	)		(822	)		(697	)		(1,052	)		(267	)		(179	)
Income / (loss) before taxes		1,049			4,292			3,285			(3,349	)		7,354			25,141			5,757			10,122
Income tax (expense) / benefit		20			(1,385	)		(1,168	)		998			(2,616	)		(9,273	)		(2,123	)		(3,745	)
Net income / (loss)	$	1,069		$	2,907		$	2,117		$	(2,351	)	$	4,738		$	15,868		$	3,634		$	6,377
Net income / (loss) per share:
Basic	$	0.06		$	0.17		$	0.13		$	(0.14	)	$	4.74		$	15.87		$	3.63		$	6.38
Diluted		0.06			0.17			0.13			(0.14	)		4.74			15.33			3.63			6.11
Weighted average shares:
Basic		16,813,350			16,642,800			16,610,300			16,597,100			1,000,000			1,000,000			1,000,000			1,000,000
Diluted		17,145,548			16,908,315			16,703,342			16,611,040			1,000,000			1,035,356			1,000,000			1,043,806
Other Financial and Operating Data:
Comparable store sales growth(1)		(0.2	)%		(0.9	)%		1.4	%		—	(2)		—	(2)		4.6	%		2.8	%		15.4	%
Store count, end of period		55			62			63			65			65			66			65			67
Average store sales(3)	$	6,931		$	6,782		$	6,938		$	3,757		$	2,899		$	6,932		$	1,438		$	1,670
Capital expenditures		18,308			15,833			11,576			8,528			1,883			3,865			406			2,708
Dividends per share		—			—			—			—			—			15			—			—
Balance Sheet Data (at period end):
Cash and cash equivalents	$	4,393		$	5,906		$	5,222					$	5,218		$	16,601		$	6,876		$	13,055
Working capital		17,931			21,528			21,152						11,791			16,163			14,812			21,053
Total assets		104,269			116,213			109,075						77,859			92,118			94,107			100,001
Total long-term obligations(4)		12,170			11,208			13,576						—			1,513			1,889			1,326
Total stockholders’ equity		35,686			38,391			40,440						24,738			25,949			28,371			32,449

⁽¹⁾ We consider all stores opened for more than 16 months as of the end of the reporting period as comparable stores.

⁽²⁾ The Sun Capital Acquisition did not impact net sales. Therefore, comparable store sales decreased 4.5% for the combined periods ending January 31, 2009. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Unaudited Pro Forma Condensed Consolidated Financial Information.”

⁽³⁾ Average store sales is calculated by dividing net sales by the store count at the end of the reporting period.

⁽⁴⁾ Consists of current and noncurrent portions of long-term debt and capital leases.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the section entitled “Risk Factors.”

Our Company

Gordmans is an everyday low price retailer featuring a large selection of the latest brands, fashions and styles at up to 60% off department and specialty store prices every day in a fun, easy-to-shop environment. Our merchandise assortment includes apparel for all ages, accessories, footwear and home fashions. The origins of Gordmans date back to 1915, and as of June 4, 2010, we operated 68 stores in 16 primarily Midwestern states situated in a variety of shopping center developments, including regional enclosed shopping malls, lifestyle centers and power centers.

From 2004 to 2008, we expanded our store base by approximately 55%, opening 23 stores including two relocations and three closures. Due in part to the uncertain economic environment, in fiscal year 2009 we opened only one store and focused the majority of our efforts on several business plan initiatives to position us for sustainable long-term growth. These initiatives included:

• strengthening the talent level throughout the organization, particularly within the senior management, merchandising and stores teams;

• executing several merchandising strategies, including: the acquisition and expansion of a significant number of national brands, the augmentation of our Juniors’ Apparel, Young Men’s Apparel and Décor destination businesses (defined as categories with a broad and deep selection of brands and styles such that we believe Gordmans becomes a destination of choice for these categories) and the expansion of several underdeveloped, high growth niche merchandise categories;

• improving our inventory planning and management to maximize both gross profit and inventory utilization efficiency; and

• reengineering our marketing strategy to focus on branding Gordmans as a fun, unique and energetic shopping experience.

As a result of these initiatives, in conjunction with more efficiently leveraging our cost infrastructure through a reduction in selling, general and administrative expenses, including a reduction in force in our Corporate office, restructuring of our store management teams, implementation of a wage freeze and a significant reduction in our advertising expense, we were able to significantly enhance our profitability in fiscal year 2009. In particular, we generated a comparable store sales increase of 4.6% and 9.3% for fiscal year 2009 and the fourth quarter of fiscal year 2009, respectively. In addition, we improved our gross profit margin by 170 basis points over fiscal year 2008, while our net income increased 565% to $15.9 million. During the first quarter of fiscal year 2010, we opened one store and experienced a comparable store sales increase of 15.4%. Additionally, our gross profit margin increased 170 basis points to 47.0% when compared to the first quarter of fiscal year 2009. Our net income for the first quarter of fiscal year 2010 was $6.4 million, an increase of 75.5% over the first quarter of fiscal year 2009.

We believe we are well positioned to leverage our unique selling proposition, scalable infrastructure and portable retail model to continue to capture market share and drive increased revenue and profitability.

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With a current store base of only 68 stores, we anticipate being able to increase our store base by approximately 10% annually for the next several years. We believe that we can capitalize on both new market opportunities that are primarily contiguous to our current markets, as well as on selected opportunities to fill in existing markets for which we have not achieved an economies-of-scale presence. We believe that comparable store sales can be maximized by continuing to execute on a number of recent initiatives such as:

• expanding our destination businesses,

• achieving parity between sales of our Women’s and Juniors’ Apparel,

• developing selected high growth potential niche businesses that we believe are underserved by the market,

• acquiring targeted brands desired by our guests, and

• leveraging inventory optimization opportunities.

We intend to enhance our profit margins by leveraging economies of scale with respect to our cost infrastructure. In particular, a significant portion of our corporate overhead and distribution center costs will not increase at a rate proportionate with new and comparable store sales growth.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. These key measures include net sales and comparable store sales and other individual store performance factors, gross profit and selling, general and administrative expenses.

Net Sales.    Net sales reflects our revenues from the sale of our merchandise less returns and discounts and exclusive of sales tax.

Comparable Store Sales.    Comparable store sales have been calculated based upon stores that were open at least 16 months as of the end of the reporting period. We also review average sales per transaction and comparable store transactions.

Gross Profit.    Gross profit is equal to our net sales minus cost of sales, plus license fee income generated from sales of footwear and maternity apparel in our leased departments. Costs of sales includes the direct cost of purchased merchandise, inventory shrinkage, inventory write-downs and inbound freight to our distribution center. Gross margin measures gross profit as a percentage of our net sales. Our gross profit may not be comparable to other retailers, as some companies include all of the costs related to their distribution network in cost of sales while others, like us, exclude a portion of these costs from cost of sales and include those costs in selling, general and administrative expenses.

Selling, General and Administrative Expenses.    Selling, general and administrative expenses include all operating costs not included in cost of sales. These expenses include payroll and other expenses related to operations at our corporate office, store expenses, occupancy costs, certain distribution and warehousing costs, depreciation and amortization and advertising expense. These expenses generally do not vary proportionally with net sales. As a result, selling general and administrative expenses as a percentage of net sales is usually higher in lower volume periods and lower in higher volume periods.

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Purchase Accounting Impact of Sun Capital Acquisition

On September 17, 2008, we were acquired by investment funds managed by affiliates of Sun Capital. The purchase price was allocated to state our assets and liabilities at fair value on the acquisition date. The allocation of the purchase price had the effect of increasing (decreasing) the carrying amounts of property and equipment by $(32.0) million, amortizable intangible assets by $0.6 million and unamortizable intangible assets by $1.8 million. The $32.0 million decrease in property and equipment had the effect of decreasing annual depreciation and increasing operating income by approximately $7.1 million and $2.7 million in the year ended January 30, 2010 and the 136 days ended January 31, 2009, respectively. The $0.6 million increase in amortizable intangible assets had the effect of increasing annual amortization and decreasing operating income by $0.1 million and $22,000 in the year ended January 30, 2010 and the 136 days ended January 31, 2009, respectively.

Basis of Presentation and Results of Operations

Basis of Presentation

The consolidated financial statements include the accounts of Gordmans Stores, Inc. and its subsidiaries, Gordmans Intermediate Holding Corp., Gordmans, Inc., Gordmans Management Company, Inc. and Gordmans Distribution Company, Inc. All intercompany transactions and balances have been eliminated in consolidation. We utilize a typical retail 52-53 week fiscal year whereby the fiscal year ends on the Saturday nearest January 31. All references in these financial statements to fiscal years are to the calendar year in which the fiscal year begins. Fiscal years 2007, 2008 and 2009 represent fifty-two week years ended February 2, 2008, January 31, 2009 and January 30, 2010, respectively.

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The following discussion of our financial performance also includes supplemental unaudited pro forma condensed consolidated financial information for fiscal years 2007 and 2008. Because the Sun Capital Acquisition occurred during the third quarter of 2008, we believe this information aids in the comparison between periods presented. The pro forma information does not purport to represent what our results of operations would have been had the Sun Capital Acquisition and related transactions actually occurred at the beginning of the years indicated, and they do not purport to project our results of operations or financial condition for any future period. The following table contains results of operations data for fiscal year 2009 compared to pro forma results of operations for fiscal year 2007 and 2008. See “—Unaudited Pro Forma Condensed Consolidated Financial Information” below.

	Predecessor						Successor			Pro Forma						Successor
	Year Ended February 2, 2008			228 Days ended September 17, 2008			136 Days Ended January 31, 2009			Year Ended February 2, 2008			Year Ended January 31, 2009			Year Ended January 30, 2010			13 Weeks Ended May 2, 2009			13 Weeks Ended May 1, 2010
	(dollars in thousands)
Statements of Operation Data:
Net sales	$	437,070		$	244,212		$	188,458		$	437,070		$	432,670		$	457,533		$	93,472		$	111,891
License fees from leased departments		5,433			3,362			2,103			5,433			5,465			5,679			1,347			1,596
Cost of sales		(268,086	)		(145,668	)		(116,410	)		(268,086	)		(262,078	)		(269,177	)		(52,503	)		(60,938	)
Gross profit		174,417			101,906			74,151			174,417			176,057			194,035			42,316			52,549
Selling, general and administrative expenses		(169,195	)		(104,433	)		(66,100	)		(163,995	)		(166,965	)		(167,842	)		(36,292	)		(42,248	)
Income / (loss) from operations		5,222			(2,527	)		8,051			10,422			9,092			26,193			6,024			10,301
Interest expense		(1,937	)		(822	)		(697	)		(1,974	)		(1,837	)		(1,052	)		(267	)		(179	)
Income / (loss) before taxes		3,285			(3,349	)		7,354			8,448			7,255			25,141			5,757			10,122
Income tax (expense) / benefit		(1,168	)		998			(2,616	)		(3,083	)		(2,824	)		(9,273	)		(2,123	)		(3,745	)
Net income / (loss)	$	2,117		$	(2,351	)	$	4,738		$	5,365		$	4,431		$	15,868		$	3,634		$	6,377

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The table below sets forth the components of the consolidated statements of income as a percentage of net sales:

	Predecessor				Successor		Pro Forma				Successor
	Year Ended February 2, 2008		228 Days Ended September 17, 2008		136 Days Ended January 31, 2009		Year Ended February 2, 2008		Year Ended January 31, 2009		Year Ended January 30, 2010		13 Weeks Ended May 2, 2009		13 Weeks Ended May 1, 2010
Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
License fees from leased departments	1.2		1.3		1.1		1.2		1.3		1.2		1.4		1. 4
Cost of sales	(61.3	)	(59.6	)	(61.8	)	(61.3	)	(60.6	)	(58.8	)	(56.1	)	(54.4	)
Gross profit	39.9		41.7		39.3		39.9		40.7		42.4		45.3		47.0
Selling, general and administrative expenses	(38.7	)	(42.8	)	(35.0	)	(37.5	)	(38.6	)	(36.7	)	(38.8	)	(37.8	)
Income / (loss) from operations	1.2		(1.1	)	4.3		2.4		2.1		5.7		6.5		9.2
Interest expense	(0.4	)	(0.3	)	(0.4	)	(0.5	)	(0.4	)	(0.2	)	(0.3	)	(0.2	)
Income / (loss) before taxes	0.8		(1.4	)	3.9		1.9		1.7		5.5		6.2		9.0
Income tax (expense) / benefit	(0.3	)	0.4		(1.4	)	(0.7	)	(0.7	)	(2.0	)	(2.3	)	(3.3	)
Net income / (loss)	0.5	%	(1.0	)%	2.5	%	1.2	%	1.0	%	3.5	%	3.9	%	5.7	%

Unaudited Pro Forma Condensed Consolidated Financial Information

The following supplemental unaudited pro forma condensed consolidated statements of operations data have been developed by applying pro forma adjustments to our historical consolidated statements of operations. We were acquired on September 17, 2008. Accordingly, we applied purchase accounting standards which required a new basis of accounting resulting in assets and liabilities being recorded at their respective fair values at the Sun Capital Acquisition date. Although our operations did not change as a result of the Sun Capital Acquisition, the accompanying unaudited pro forma consolidated financial data is presented for the Predecessor and Successor relating to the periods preceding and succeeding the Sun Capital Acquisition, respectively. The unaudited pro forma condensed consolidated statements of operations for the years ended February 2, 2008 and January 31, 2009 give effect to the Sun Capital Acquisition as if it had occurred on February 4, 2007 and February 3, 2008, respectively. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma condensed consolidated financial data.

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma consolidated financial data is presented for supplemental informational purposes only. The unaudited pro forma consolidated financial data does not purport to represent what our results of operations would have been had the Sun Capital Acquisition actually occurred on February 4, 2007 and February 3, 2008, and they do not project our results of operations or financial condition for any future period. The unaudited pro forma condensed consolidated statements of operations should be read in conjunction with other sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as “Selected Historical Consolidated Financial and Other Data” and our audited consolidated financial statements and related notes thereto appearing elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed consolidated statements of operations.

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	Fiscal Year Ended January 31, 2009
	Predecessor			Successor			Adjustments				Pro Forma
	(dollars in thousands)
Net sales	$	244,212		$	188,458		$				$	432,670
License fees		3,362			2,103							5,465
Cost of sales		(145,668	)		(116,410	)						(262,078	)
Gross profit		101,906			74,151							176,057
Selling, general and administrative expenses		(104,433	)		(66,100	)		4,327 (84 (675	)  )	(1) (2) (3)		(166,965	)
Income (loss) from operations		(2,527	)		8,051			3,568				9,092
Interest expense		(822	)		(697	)		(318	)	(4)		(1,837	)
Income (loss) before income taxes		(3,349	)		7,354			3,250				7,255
Income tax (expense) benefit		998			(2,616	)		(1,206	)(5)			(2,824	)
Net income (loss)	$	(2,351	)	$	4,738		$	2,044			$	4,431

	Fiscal Year Ended February 2, 2008
	Predecessor			Adjustments				Pro Forma
	(dollars in thousands)
Net sales	$	437,070		$				$	437,070
License fees		5,433							5,433
Cost of sales		(268,086	)						(268,086	)
Gross profit		174,417							174,417
Selling, general and administrative expenses		(169,195	)		6,806		(1)		(163,995	)
					(106	)	(2)
					(1,500	)	(3)
Income from operations		5,222			5,200				10,422
Interest expense		(1,937	)		(37	)	(4)		(1,974	)
Income before income taxes		3,285			5,163				8,448
Income tax expense		(1,168	)		(1,915	)	(5)		(3,083	)
Net income	$	2,117		$	3,248			$	5,365

⁽¹⁾ Represents the estimated impact on selling, general and administrative expenses related to the adjustment to fair value of property, buildings and equipment and the resulting change in depreciation expense.

⁽²⁾ Represents the amortization of the fair value adjustments related to intangible long-lived assets. Identifiable intangible assets with a determinable life have been amortized on a straight line basis in the unaudited pro forma consolidated statement of operations over periods ranging from 3 to 7 years.

⁽³⁾ Represents estimated consulting fee of $1.5 million per year to affiliates of Sun Capital.

footnotes continued on following page

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⁽⁴⁾ Reflects pro forma interest expense resulting from our new capital structure as follows:

	Predecessor			Predecessor
	Year ended February 2, 2008			228 days ended September 17, 2008
	(in thousands)
Pro forma interest expense on revolving line of credit facility(a)	$	1,625		$	1,011
Less historical debt related costs		(193	)		(135	)
Less historical interest expense related to debt arrangements		(1,395	)		(558	)
Net adjustment to interest expense	$	37		$	318

^(a) Reflects the revolving line of credit facility entered into with Wells Fargo Retail Finance LLC, at the time of the Sun Capital Acquisition. Borrowings under this agreement initially bore interest at the prime interest rate minus 0.25% (4.75% at acquisition). Reflects assumed borrowings of $34.2 million, the initial amount borrowed at acquisition date. The Successor subsequently replaced this credit arrangement with a combination of a revolving line of credit facility and term loan. The level of borrowings will fluctuate in future periods dependent upon short term cash needs. Changes in the levels of borrowings would impact interest expense.

⁽⁵⁾ Represents tax effect of the above adjustments at a 37.1% effective tax rate, including 34% federal rate plus 3.1% state rate, net of federal benefit.

Thirteen Weeks Ended May 1, 2010 Compared to Thirteen Weeks Ended May 2, 2009

Net Sales

Net sales for the thirteen weeks ended May 1, 2010 increased $18.4 million, or 19.7%, to $111.9 million as compared to $93.5 million for the thirteen weeks ended May 2, 2009. This increase was a direct result of a $14.3 million or 15.4% comparable store sales increase and $4.1 million in sales due to the addition of one new store during fiscal year 2009, one new store opening in the thirteen weeks ended May 1, 2010 and an increase in noncomparable store sales. Comparable store sales increased due to a 12.0% increase in the number of transactions combined with a 3.5% increase in the average dollars spent per transaction.

License Fees from Leased Departments

License fee income related to sales of merchandise in leased departments for the thirteen weeks ended May 1, 2010 increased $0.2 million, or 18.5%, to $1.6 million as compared to $1.4 million for the thirteen weeks ended May 2, 2009. This increase was driven by increased sales of merchandise in the leased departments.

Gross Profit

Gross profit, which includes license fee income, for the thirteen weeks ended May 1, 2010 increased $10.2 million, or 24.2%, to $52.5 million as compared to $42.3 million for the thirteen weeks ended May 2, 2009. Approximately $9.6 million of the increase is due to the increase in sales volume. The remaining increase is due to a $0.4 million increase in initial mark-up on merchandise, a $0.4 million decrease in markdowns, partially offset by a $0.2 million increase in freight to our distribution center. Gross profit margin for the thirteen weeks ended May 1, 2010 increased to 47.0% as compared to 45.3% for the thirteen weeks ended May 2, 2009.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the thirteen weeks ended May 1, 2010 increased $6.0 million, or 16.4%, to $42.3 million as compared to $36.3 million for the thirteen weeks ended May 2, 2009. This increase was the result of increases in corporate expenses of $1.2 million, advertising expenses of $0.4 million, store expenses of $2.3 million, distribution center expenses of $0.7 million, depreciation and amortization of $0.1 million, management fees of $0.8 million and store pre-opening

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expenses of $0.5 million. Corporate expenses increased primarily due to an increase of $0.5 million in bonuses associated with our improved financial performance, $0.4 million in financial consulting and audit fees and $0.2 million in information technology costs. The increase in advertising expenses is a result of increases in all categories of advertising including print, television and direct mail. The $0.5 million increase in store pre-opening expenses for the thirteen weeks ended May 1, 2010 compared to the thirteen weeks ended May 2, 2009 is due to opening one new store during the first quarter of fiscal year 2010 and preparing for one new store opening in the second quarter of fiscal year 2010 as compared to no new store openings during the first quarter of fiscal year 2009. The increase in distribution center expenses is primarily related to increased payroll and benefits associated with the higher sales volume. Management fees increased as a result of our improved financial performance compared to the prior year. The increase in store expenses is primarily related to payroll and benefits associated with the higher sales volume in the first quarter of 2010 compared to 2009. As a percentage of sales, selling, general and administrative expenses for the thirteen weeks ended May 1, 2010 decreased to 37.8% as compared to 38.8% for the thirteen weeks ended May 2, 2009.

Interest Expense

Interest expense for the thirteen weeks ended May 1, 2010 decreased $88 thousand to $0.2 million as compared to $0.3 million for the thirteen weeks ended May 2, 2009. This decrease was primarily due to decreases in average borrowings outstanding under the revolving line of credit facility and the equipment term notes.

Income / (Loss) before Taxes

Income before taxes for the thirteen weeks ended May 1, 2010 increased $4.4 million, or 75.8%, to $10.1 million as compared to $5.7 million for the thirteen weeks ended May 2, 2009 primarily due to the increase in net sales and gross profit margin during the period. As a percentage of sales, income before taxes increased to 9.0% of net sales for first quarter of fiscal year 2010 as compared to 6.2% of net sales for the first quarter of fiscal year 2009.

Income Tax (Expense) / Benefit

Income tax expense for the thirteen weeks ended May 1, 2010 increased $1.6 million to $3.7 million as compared to $2.1 million for the thirteen weeks ended May 2, 2009. The effective income tax rate for the first quarter of fiscal year 2010 was 37.0% compared to an effective rate of 36.9% for the first quarter of fiscal year 2009. The effective rate differed from the federal enacted rate of 34% primarily due to state taxes, net of federal benefits.

Net Income / (Loss)

Net income for the thirteen weeks ended May 1, 2010 increased $2.7 million, or 75.5%, to $6.4 million as compared to $3.6 million in thirteen weeks ended May 2, 2009. This increase was primarily due to increases in net sales and gross profit margin and decreases in interest expense, which more than offset increases in selling, general and administrative expenses and income tax expense during the first quarter of fiscal year 2010 as compared to the first quarter of fiscal year 2009.

Fiscal Year 2009 Compared to Fiscal Year 2008 and Fiscal Year 2009 Compared to Pro Forma Fiscal Year 2008

Net Sales

Net sales for fiscal year 2009 increased $24.9 million, or 5.7%, to $457.5 million as compared to $432.7 million for fiscal year 2008 including $244.2 million in the 2008 Predecessor period and $188.5 million in the 2008 Successor period. This increase was a direct result of a $19.0 million or 4.6% comparable store sales increase, and a $5.9 million increase due to the addition of one new store during fiscal year 2009 and non-comparable store sales. Comparable store sales increased primarily due to a

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6.0% increase in the number of transactions partially offset by a 1.5% decrease in the average dollars spent per transaction.

License Fees from Leased Departments

License fee income related to sales of merchandise in leased departments for fiscal year 2009 increased $0.2 million, or 3.9%, to $5.7 million as compared to $5.5 million for fiscal year 2008, including $3.4 million in the 2008 Predecessor period and $2.1 million in the 2008 Successor period. This increase was driven by increased sales of merchandise in the leased departments.

Gross Profit

Gross profit, which includes license fee income, for fiscal year 2009 increased $18.0 million, or 10.2%, to $194.0 million as compared to $101.9 million in the 2008 Predecessor period and $74.2 million in the 2008 Successor period or $176.1 million for fiscal year 2008. Approximately $11.6 million of this increase is due to the increase in sales volume. The remaining increase is the result of a $3.3 million increase in initial mark-up on merchandise, a $1.4 million decrease in markdowns, a $1.6 million reduction in freight charges to our distribution center and a $0.2 million increase in license fees offset slightly by a $0.1 million increase in shrinkage. Gross profit margin for fiscal year 2009 increased to 42.4% as compared to 40.7% for fiscal year 2008.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for fiscal year 2009 were $167.9 million, compared to $104.4 million in the 2008 Predecessor period and $66.1 million in the 2008 Successor period. This change was primarily the result of increases in corporate expenses of $4.4 million, primarily due to bonuses associated with our improved financial performance and an increase in rent for our distribution center as a result of a sale leaseback of the primary distribution center during fiscal year 2008. These increases were offset primarily by decreases of $2.6 million in advertising expenses as a result of a shift in our advertising strategy. Additionally, store pre-opening and closing expenses for fiscal year 2009 decreased $1.2 million compared to fiscal year 2008, which was due to only one new store opening during fiscal year 2009 as compared to four new store openings and two store closings in fiscal year 2008. In connection with the Sun Acquisition in fiscal 2008, our assets were adjusted to fair value, resulting in a $3.7 million decrease in depreciation expense offset by additional management fees of $0.7 million in fiscal 2009.

On a pro forma basis, selling, general and administrative expenses for fiscal year 2009 increased $0.9 million, or 0.5%, to $167.9 million as compared to $167.0 million for pro forma fiscal year 2008. As a percentage of sales, selling, general and administrative expenses for fiscal year 2009 decreased to 36.7% as compared to 38.6% for pro forma fiscal year 2008.

Interest Expense

Interest expense for fiscal year 2009 was $1.0 million compared to $0.8 million in the 2008 Predecessor period and $0.7 million in the 2008 Successor period. On a pro forma basis, interest expense for fiscal year 2009 decreased $0.8 million to $1.0 million as compared to $1.8 million for pro forma fiscal year 2008. The decrease was primarily due to decreases in average borrowings outstanding under the revolving line of credit facility in fiscal year 2009, partially offset by an increase in interest rates.

Income / (Loss) before Taxes

Income (loss) before taxes for fiscal year 2009 was $25.1 million, compared to ($3.3) million in the 2008 Predecessor period and $7.4 million in the 2008 Successor period. On a pro forma basis, income before taxes for fiscal year 2009 increased $17.9 million, or 246.6%, to $25.1 million as compared to $7.3 million for pro forma fiscal year 2008 primarily due to the increase in net sales and gross profit margin during fiscal year 2009. As a percentage of sales, income before taxes increased to 5.5% of net sales for fiscal year 2009 as compared to 1.7% of net sales for pro forma fiscal year 2008.

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Income Tax (Expense) / Benefit

Income tax (expense) benefit for fiscal 2009 was ($9.3) million compared to $1.0 million in the 2008 Predecessor period and ($2.6) million in the 2008 Successor period. The effective income tax rate for fiscal 2009 was 36.9% compared to 29.8% and 35.6% in the 2008 Predecessor and 2008 Successor periods, respectively. The effective rate for the 2008 Predecessor period, which had a net operating loss, is lower due to the expiration of certain state net operating loss carryforwards for the Predecessor that resulted from the filing of short period tax returns for that period due to the Sun Capital Acquisition which partially offset the tax benefit of the operating loss for the period. The effective rate differed from the federal enacted rate of 34% primarily due to state taxes, net of federal benefits.

On a pro forma basis, income tax expense for fiscal year 2009 increased $6.4 million to $9.3 million as compared to $2.8 million for pro forma fiscal year 2008. The effective income tax rate for fiscal year 2009 was 36.9% compared to an effective rate of 38.9% for pro forma fiscal year 2008.

Net Income / (Loss)

Net income (loss) for fiscal 2009 was $15.9 million compared to ($2.4) million in the 2008 Predecessor period and $4.7 million in the 2008 Successor period. On a pro forma basis, net income for fiscal year 2009 increased $11.4 million, or 258.1%, to $15.9 million as compared to $4.4 million in pro forma fiscal year 2008. This increase was primarily due to increases in net sales and gross profit margin during fiscal year 2009 as compared to pro forma fiscal year 2008.

Fiscal Year 2008 Compared to Fiscal Year 2007 and Pro Forma Fiscal Year 2008 Compared to Pro Forma Fiscal Year 2007

Net Sales

Net sales for fiscal year 2008 decreased $4.4 million, or 1.0%, to $432.7 million, including $244.2 million in the 2008 Predecessor period and $188.5 million in the 2008 Successor period, as compared to $437.1 million for fiscal year 2007. This was a direct result of a $19.2 million or 4.5% comparable store sales decrease and a $3.5 million reduction in sales due to the closure of two stores, partially offset by an increase of $18.3 million in sales related to the addition of four new stores and non-comparable stores. Comparable store sales decreased primarily due to a 3.8% decrease in the number of transactions combined with a 0.7% decline in the average dollars spent per transaction.

License Fees from Leased Departments

License fee income related to sales of merchandise in leased departments was $3.4 million in the 2008 Predecessor period and $2.1 million in the 2008 Successor period or $5.5 million for fiscal year 2008, an increase of $32 thousand, or 0.6%, as compared to $5.4 million for fiscal year 2007. This increase was driven by increased sales of merchandise in the leased departments.

Gross Profit

Gross profit, which includes license fee income, was $101.9 million in the 2008 Predecessor period and $74.2 million in the 2008 Successor period or $176.1 million for fiscal year 2008. This represents an increase of $1.6 million, or 0.9%, compared to $174.4 million for fiscal year 2007. Approximately $0.3 million of this decrease is due to the reduced sales volume in fiscal 2008 combined with a $0.6 million increase in markdowns and a $0.4 million increase in freight charges to our distribution center. These charges were partially offset by a $2.7 million increase in initial mark-up on merchandise and a $0.2 million reduction in shrinkage. Gross profit margin for fiscal year 2008 increased to 40.7% as compared to 39.9% for fiscal year 2007.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses were $104.4 million and $66.1 million in the 2008 Predecessor period and 2008 Successor period, respectively, compared to $169.2 million in fiscal year 2007. Corporate expenses increased $1.3 million primarily related increases in to payroll and benefits of $0.8 million, depreciation on new assets of $0.4 million and information technology spending of $0.1 million. Distribution center expenses increased $0.5 million related to outbound delivery to stores and $0.3 million in rent. Store operating expenses increased $0.7 million due to a $2.7 million increase in rent related to new stores, partially offset by a $2.0 million reduction in store payroll. Additionally, store pre-opening and closing expenses for fiscal year 2008 increased $0.9 million due to four new store openings and two store closings in fiscal year 2008 as compared to only one new store opening and one store relocation in fiscal year 2007. Additionally, the 2008 Successor period includes $0.8 million in management fees due to the Sun Capital acquisition. These increases were offset by a decrease in advertising expenses of $0.8 million and a $2.5 million decrease in depreciation and amortization as a result of adjusting asset values in connection with the Sun Capital acquisition.

On a pro forma basis, selling, general and administrative expenses for pro forma fiscal year 2008 increased $3.0 million, or 1.8%, to $167.0 million as compared to $164.0 million for pro forma fiscal year 2007.

Interest Expense

Interest expense was $0.8 million and $0.7 million in the 2008 Predecessor period and 2008 Successor period, respectively, compared to $1.9 million in fiscal year 2007. On a pro forma basis, interest expense for pro forma fiscal year 2008 decreased $0.1 million to $1.8 million. This decrease was primarily due to lower weighted average borrowings on our revolving line of credit facility.

Income / (Loss) before Taxes

Income (loss) before taxes was ($3.3) million in the 2008 Predecessor period and $7.4 million in the 2008 Successor period compared to $3.3 million in fiscal year 2007. On a pro forma basis, income before taxes for pro forma fiscal year 2008 decreased $1.2 million, or 14.1% to $7.3 million as compared to $8.5 million for pro forma fiscal year 2007 primarily due to decreased net sales, increased pre-opening costs and additional operating expenses associated with new stores during pro forma fiscal year 2008. As a percentage of sales, income before taxes decreased to 1.7% for pro forma fiscal year 2008 as compared to 1.9% for pro forma fiscal year 2007.

Income Tax (Expense) / Benefit

Income tax (expense) benefit was $1.0 million in the 2008 Predecessor period and ($2.6) million in the 2008 Successor period compared to ($1.2) million in fiscal year 2007. The effective income tax rate was 29.8% and 35.6% in the 2008 Predecessor and 2008 Successor periods, respectively and 35.6% in fiscal year 2007. The effective rate for the 2008 Predecessor period, which had a net operating loss, is lower due to the expiration of certain state net operating loss carryforwards for the Predecessor that resulted from the filing of short period tax returns due to the Sun Capital Acquisition which partially offset the tax benefit of the operating loss for the period. The effective rate differed from the federal enacted rate of 34% for all periods primarily due to state taxes, net of federal tax benefit.

On a pro forma basis, income tax expense for pro forma fiscal year 2008 decreased $0.3 million to $2.8 million as compared to $3.1 million for pro forma fiscal year 2007. The effective income tax rate for pro forma fiscal year 2008 was 38.9% compared to 36.5% for pro forma fiscal year 2007.

Net Income / (Loss)

Net income (loss) for the 2008 Predecessor period and 2008 Successor period was ($2.4) million and $4.7 million, respectively, compared to $2.1 million for fiscal year 2007. This decrease was primarily due

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to decreased net sales, increased pre-opening expenses, management fees and additional operating expenses associated with new stores during fiscal year 2008.

On a pro forma basis, net income for pro forma fiscal year 2008 decreased $0.9 million, or 17.4%, to $4.4 million as compared to $5.4 million for pro forma fiscal year 2007.

Quarterly Results and Seasonality

Unaudited Quarterly Financial Data

The results of operations for any quarter are not necessarily indicative of the results of operations for any future periods. Our business is seasonal and, historically, we have realized a higher portion of our net sales and net income in the fourth fiscal quarters due primarily to the impact of the holiday season. Our business is also subject, at certain times, to calendar shifts, which may occur during key selling periods close to holidays. As such, results of a period shorter than a full year may not be indicative of results expected for the entire year. Furthermore, the seasonal nature of our business may affect comparisons between periods.

The following table presents our unaudited quarterly consolidated results of operations for each of the full quarters of the Successor since the Sun Capital Acquisition on September 17, 2008. As a result of the Sun Capital Acquisition, our capital and cost structure changed. Therefore, all periods prior to September 18, 2008 are not comparable or meaningful and therefore financial data other than net sales have not been presented. Net sales, license fees, cost of sales, and gross profit, are presented to show the impact of seasonality on our business on a quarterly basis. This unaudited quarterly consolidated information has been prepared on the same basis as our audited consolidated financial statements, and, in the opinion of management, the statement of operations data includes all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods. Each of the quarters presented below are comprised of 13 weeks.

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You should read this table in conjunction with our financial statements and the related notes located elsewhere in this prospectus.

	Fiscal Year 2008												Fiscal Year 2009												Fiscal Year 2010
	Predecessor						(1)			Successor			Successor												Successor
	13 Weeks Ended 5/3/2008			13 Weeks Ended 8/2/2008			13 Weeks Ended 11/1/2008			13 Weeks Ended 1/31/2009			13 Weeks Ended 5/2/2009			13 Weeks Ended 8/1/2009			13 Weeks Ended 10/31/09			13 Weeks Ended 1/30/2010			13 Weeks Ended 5/1/2010
	(dollars in thousands except per share data)
Net sales	$	89,942		$	99,680		$	104,519		$	138,529		$	93,472		$	98,631		$	111,396		$	154,034		$	111,891
License fees		1,329			1,300			1,465			1,371			1,347			1,231			1,481			1,620			1,596
Cost of sales		(52,698	)		(59,255	)		(62,639	)		(87,486	)		(52,503	)		(56,707	)		(64,394	)		(95,573	)		(60,938	)
Gross profit		38,573			41,725			43,345			52,414			42,316			43,155			48,483			60,081			52,549
Selling, general and administrative expenses											(45,161	)		(36,292	)		(39,431	)		(42,038	)		(50,081	)		(42,248	)
Income from operations											7,253			6,024			3,724			6,445			10,000			10,301
Interest expenses											(449	)		(267	)		(267	)		(326	)		(192	)		(179	)
Income before taxes											6,804			5,757			3,457			6,119			9,808			10,122
Income tax expense											(2,421	)		(2,123	)		(1,275	)		(2,257	)		(3,618	)		(3,745	)
Net income										$	4,383		$	3,634		$	2,182		$	3,862		$	6,190		$	6,377
Earnings per share:
Basic										$	4.38		$	3.63		$	2.18		$	3.86		$	6.19		$	6.38
Diluted											4.38			3.63			2.12			3.75			5.95			6.11

⁽¹⁾ The quarter ended November 1, 2008, includes the Predecessor period from July 3, 2008 to September 17, 2008 and the Successor period from September 18, 2008 to November 1, 2008. Since the merger did not impact net sales, license fees, cost of sales, and gross profit the Predecessor & Successor periods have been combined for the quarter ended November 1, 2008 to provide seasonality trends by quarter.

Seasonality

Our business is subject to seasonal fluctuations, which are typical of retailers that carry a similar merchandise offering. A disproportionate amount of our sales and net income are realized during the fourth quarter, which includes the holiday selling season. In fiscal year 2009, 33.7% of our net sales were generated in the fourth quarter. Operating cash flows are typically higher in the second and fourth fiscal quarters due to inventory related working capital requirements in the first and third fiscal quarters. Based on results over the past five years, approximately 34% of comparable store sales and more than 100% of the net income is realized in the fourth quarter, making up for a net loss historically incurred through the first nine months. However, financial performance in fiscal year 2009 represented a break from the historical trend. During fiscal year 2009, we generated net income during the first nine months of $9.7 million and 39.0% of net income was realized in the fourth quarter. Our business is also subject, at certain times, to calendar shifts, which may occur during key selling periods close to holidays such as Easter, Thanksgiving and Christmas and regional fluctuations for events such as sales tax holidays.

Liquidity and Capital Resources

Our working capital at May 1, 2010 increased $6.2 million, or 42.1% to $21.1 million compared to May 2, 2009. Working capital also increased $4.4 million, or 37.1%, to $16.2 million at January 30, 2010 compared to January 31, 2009. Our primary ongoing cash requirements are for operating expenses, inventory and new store capital investment. Our typical investment in a new store is approximately $1.3 million which represents pre-opening expenses of $0.4 million and inventory of $0.9 million (of which $0.3 million is typically financed through trade payables). The fixed assets and leasehold improvements associated with a new store opening of approximately $1.0 million have typically been financed by landlords through favorable tenant improvement

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allowances. Our primary sources of funds for our business activities are cash from operations, borrowings under our revolving line of credit facility, tenant improvement allowances and the use of operating leases for new stores.

We had no borrowings under our revolving line of credit facility at May 1, 2010 and the end of fiscal year 2009 and had cash and cash equivalents of $13.1 million and $16.6 million respectively, compared to $9.7 million in borrowings and $5.2 million in cash and cash equivalents at the end of fiscal year 2008. Net cash provided by operating activities was $40.1 million for fiscal year 2009 versus $15.8 million in fiscal year 2008. Average borrowings under our revolving line of credit facility decreased to $10.2 million in fiscal year 2009 from $19.0 million in fiscal year 2008 primarily due to the sales and gross profit margin increases and the overall reduction in selling, general and administrative expenses compared to the prior year. The largest amount drawn at one time during fiscal year 2009 was $29.6 million. We paid a $15.0 million dividend to stockholders on December 23, 2009. Average availability under our revolving line of credit facility increased 14.9% over last year to $32.3 million in fiscal year 2009. The improvement in our cash and debt position as compared to the end of fiscal year 2008 was primarily due to earnings generated in fiscal year 2009, inventory turnover improvement and an increase in certain current liabilities compared to the end of fiscal year 2008. Stockholders’ equity was $25.9 million as of January 30, 2010, compared to $24.7 million as of January 31, 2009.

During the course of our seasonal business cycle, working capital is needed to support inventory for existing stores, particularly during peak selling seasons. Historically, our working capital needs are lowest in the first quarter and peak late in the third quarter or early in the fourth quarter in anticipation of the Holiday selling season. Management believes that the net cash provided by operating activities, bank borrowings, vendor trade terms, tenant improvement allowances and the use of operating leases for new stores will be sufficient to fund anticipated current and long-term capital expenditures and working capital requirements.

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Capital Expenditures

Net capital expenditures (proceeds) during fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009 were $9.8 million, $8.5 million, $(7.6) million and $3.6 million respectively. Net capital expenditures during the 13 weeks ended May 2, 2009 and May 1, 2010 were $0.4 million and $2.7 million, respectively. Net capital expenditures were comprised of the following:

	Predecessor				Successor
	Year Ended February  2, 2008		228 Days Ended September  17, 2008		136 Days Ended January  31, 2009			Year Ended January  30, 2010		13 Weeks Ended May  2, 2009		13 Weeks Ended May 1, 2010
	(dollars in thousands)
New and existing stores	$	6,188	$	7,413	$	1,220		$	2,408	$	204	$	2,558
Technology-related investments		4,745		699		366			684		115		143
Distribution center improvements		643		416		297			773		87		7
Gross capital expenditures		11,576		8,528		1,883			3,865		406		2,708
Less: Proceeds from sale of equipment		1,750		21		9,534			222		—		—
Net capital expenditures (proceeds)	$	9,826	$	8,507	$	(7,651	)	$	3,643	$	406	$	2,708

We lease all of our stores. In certain cases, we negotiate leases whereby we take responsibility for construction of a new store and are reimbursed for our costs from the landlord. When this situation occurs, we report the construction costs as part of our capital expenditures and, at the commencement of the lease, report the proceeds from the sale of the assets to the landlord. In November 2008, we had $9.5 million in proceeds from the sale of our distribution center in a sale-leaseback transaction.

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Cash Flow Analysis

A summary of operating, investing, and financing activities are shown in the following table:

	Predecessor						Successor
	Year Ended February  2, 2008			228 Days Ended September  17, 2008			136 Days Ended January  31, 2009			Year Ended January  30, 2010			13 Weeks  Ended May 2, 2009			13 Weeks  Ended May 1, 2010
	(dollars in thousands)
Provided by (used in) operating activities	$	13,466		$	(3,148	)	$	18,922		$	40,070		$	1,423		$	(651	)
Used in investing activities		(9,826	)		(8,507	)		(44,855	)		(3,474	)		(406	)		(2,708	)
Provided by (used in) financing activities		(4,324	)		9,588			27,996			(25,213	)		641			(187	)
Increase (decrease) in cash and cash equivalents		(684	)		(2,067	)		2,063			11,383			1,658			(3,546	)
Cash and cash equivalents at end of period	$	5,222		$	3,155		$	5,218		$	16,601		$	6,876		$	13,055

Cash Flows from Operating Activities

Cash flows from operating activities consist of net income adjusted for non-cash items including depreciation and amortization, deferred taxes, and the effect of working capital changes.

Net cash used in operating activities during the thirteen weeks ended May 1, 2010 was $0.7 million, which included net income of $6.4 million, plus net noncash charges (benefit) for deferred tax expense, depreciation and amortization expense, and share-based compensation totaling ($0.2) million. Operating cash flows in the thirteen weeks ended May 1, 2010 of $4.7 million were generated from increases in accounts payable related to inventory purchases, income taxes payable and deferred rent, as well as decreases in accounts receivables and other assets. Cash of $11.6 million was used to increase inventory and prepaid expenses, and to reduce accrued expenses compared to January 30, 2010.

Net cash provided by operating activities in the thirteen weeks ended May 2, 2009 was $1.4 million, which included net income of $3.6 million, plus noncash charges for depreciation and amortization expense totaling $0.5 million. Operating cash flows in the thirteen weeks ended May 2, 2009 were favorably impacted by increases in accounts payable related to inventory purchases, income taxes payable and deferred rent and decreases in prepaid expenses totaling $12.9 million. Increases of accounts receivable, inventory and other assets and decreases in accrued expenses totaling $15.6 million reduced operating cash flows.

Net cash provided by operating activities in fiscal year 2009 was $40.1 million, which included net income of $15.9 million, plus noncash charges for deferred tax expense, depreciation and amortization expense, and share-based compensation totaling $5.7 million. Operating cash flows in 2009 of $23.6 million were generated from increases in accounts payable related to inventory purchases, income taxes payable, deferred rent and other accrued expenses, primarily driven by increases in accrued bonuses as well as decreases in prepaid expenses and accounts receivable. Cash of $5.1 million was used to increase inventory compared to the prior year.

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Net cash provided by (used in) operating activities for the 2008 Successor and Predecessor periods totaled $15.8 million. Operating cash flows were influenced by net income (loss) of $4.7 million and ($2.4) million, in the 2008 Successor and Predecessor periods, respectively. However, noncash charges in the 2008 periods totaled $5.7 million. Operating cash flows in the 2008 Successor and Predecessor periods were also favorably impacted by decreases in merchandise inventories, prepaid expenses and other assets of $4.7 million and increases in deferred rents, accounts payable and accrued expenses of $8.7 million. Increases in accounts receivables and income tax receivables totaling $5.2 million during the 2008 periods reduced operating cash.

Net cash provided by operating activities for fiscal 2007 was $13.5 million. Fiscal year 2007 operating cash flows resulted from $2.1 million of net income and noncash charges of $8.3 million. Operating cash flows for 2007 were also favorably impacted by decreases in receivables and merchandise inventories of $8.1 million and an increase in accrued expenses of $0.6 million. Decreases in accounts payable, deferred rent and income taxes payable of $5.3 million and increases in prepaid expenses and other assets of $0.4 million decreased operating cash flows in fiscal 2007.

Cash Flows from Investing Activities

Cash of $2.7 million was used for investing activities in the thirteen weeks ended May 1, 2010 for purchases of property and equipment. Of this amount, $2.0 million was related to the one new store opened during the thirteen weeks ended May 1, 2010 and one store which was being prepared to be opened shortly after May 1, 2010.

Cash of $0.4 million was used for investing activities in the thirteen weeks ended May 2, 2009 for purchases of property and equipment.

Cash of $3.5 million was used for investing activities in fiscal year 2009. Cash of $3.9 million was used for property, building and equipment purchases in 2009 and was partially offset by proceeds from the sale of property and equipment of $0.2 million.

Cash used for investing activities was $44.9 million and $8.5 million in the 2008 Successor and Predecessor periods, respectively. Cash of $10.4 million was used to purchase property, buildings and equipment in the 2008 periods, primarily relating to four new store openings during the periods. The sale of property and equipment generated cash of $9.5 million in the 2008 Successor period due primarily to the sale leaseback of our distribution center.

Cash used by investing activities was $9.8 million in fiscal year 2007. Cash of $11.6 million was used to purchase property, buildings and equipment in fiscal year 2007, including equipment related to one new store and $4.7 million for information technology related equipment. $1.8 million was generated from the sale of property, buildings and equipment.

Cash Flows from Financing Activities

Cash of $0.2 million was used in financing activities for the thirteen weeks ended May 1, 2010, including payments of $0.2 million to reduce our equipment loan and capitalized leases.

Cash of $0.6 million was provided by financing activities for the thirteen weeks ended May 2, 2009. In the first quarter of fiscal year 2009, cash was generated from increased borrowings under our revolving line of credit facility of $0.6 million and proceeds received from a new equipment loan of $2.0 million. Cash was used for debt issuance costs of $1.9 million and payments on our term debt of $0.1 million.

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Cash of $25.2 million was used in financing activities for fiscal year 2009. In fiscal year 2009, cash was used to pay $15.0 million in dividends, pay down our revolving line of credit facility by $9.7 million, reduce capital leases by $0.6 million and pay $1.9 million for debt issuance costs. In fiscal year 2009, we received proceeds from a new equipment loan of $2.0 million.

Cash provided by financing activities in the 2008 Successor period and Predecessor period was $28.0 million and $9.6 million, respectively. The net cash used to pay down our revolving line of credit facility was $7.4 million in the 2008 periods. As a result of the Sun Acquisition in the 2008 Successor period, cash of $32.5 million was generated from borrowings under the revolving line of credit facility and $20.0 million was generated from the issuance of common stock. Payments on capital leases, mortgages and other financing agreements used cash of $7.5 million in the 2008 Predecessor period.

Cash of $4.3 million was used in financing activities in fiscal 2007. Net cash was used to reduce borrowings under our revolving line of credit facility by $6.6 million. Proceeds from financing activities of $5.0 million favorably impacted cash flows, which were partially offset by payments on capital leases and mortgage payments of $2.7 million. Additionally, $0.1 million in cash was used to purchase treasury stock.

Existing Credit Facilities

Gordmans, Inc. is the borrower under a loan, guaranty and security agreement dated as of February 20, 2009, as amended from time to time thereafter, with Wells Fargo Retail Finance, LLC as agent and a lender and certain other lenders party thereto from time to time. Gordmans Distribution Company, Inc., Gordmans Management Company, Inc., Gordmans Stores, Inc. and Gordmans Intermediate Holdings Corp. are all guarantors under the loan agreement. The loan agreement provides an equipment term loan in the original principal amount of $2.0 million, which was used to refinance existing indebtedness. In addition, the loan agreement originally provided a revolving line of credit facility for general working capital needs of up to $63.0 million, which was increased to $78.0 million on March 31, 2009. The description below includes the terms of the fourth amendment to the loan agreement, which will be effective upon the successful completion of this offering.

The revolving line of credit facility is available for working capital and other general corporate purposes and is scheduled to expire on February 20, 2013. At January 30, 2010, we had no borrowings outstanding under our revolving line of credit facility and excess availability of $22.9 million, including letters of credit issued with an aggregate face amount of $5.4 million.

Interest is payable on borrowings under the revolving line of credit facility monthly at a rate equal to LIBOR or the base rate, plus an applicable margin which ranges from 2.75% to 4.75% set quarterly dependent upon average net availability under the revolving line of credit facility during the previous quarter, as selected by management.

An unused line fee is payable quarterly in an amount equal to 0.50% of the sum of the average daily unused revolving commitment plus the average daily unused letter of credit commitment. A customary fee is also payable to the administrative agent under the Loan Agreement on an annual basis.

The availability of the revolving line of credit facility is subject to a borrowing base, which is comprised of eligible credit card receivables, the liquidation value of eligible landed inventory, eligible distribution center inventory and the liquidation value of eligible in-transit inventory. See “Description of Certain Indebtedness.” The equipment term loan was fully drawn in a single draw on the closing date and was used to refinance existing indebtedness. It matures on February 20, 2012 and amortizes in 36 equal monthly installments. Interest is payable on the equipment term loan monthly at a per annum rate equal to the base rate plus 4.00%.

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Off-Balance Sheet Arrangements

As of May 1, 2010, we had no off-balance sheet arrangements.

Contractual Obligations

	Payments Due by Period
	Total		<1 Year		1-3 Years		3-5 Years		>5 Years
	(dollars in thousands)
Contractual Obligations:
Existing Debt Facilities(1)	$	1,562	$	749	$	813	$	—	$	—
Capital Leases		70		70		—		—		—
Operating Leases(2)(3)		231,982		34,278		65,679		55,777		76,248
Letters of Credit		5,364		5,364		—		—		—
Consulting obligation(4)		6,469		750		1,500		1,500		2,719
Total	$	245,447	$	41,211	$	67,992	$	57,277	$	78,967

⁽¹⁾ Represents obligations on our existing variable rate note payable including projected interest, based upon the January 30, 2010 rate.

⁽²⁾ Certain retail store leases contain provisions for additional rent based on varying percentages of sales when sales reach certain thresholds. No retail stores with provisions for additional percentage rent exceeded the applicable sales thresholds in fiscal 2009, nor are any expected to exceed the applicable sales thresholds during the remainder of their lease terms.

⁽³⁾ Real estate taxes, common area maintenance charges and insurance are expenses considered additional rent that can vary from year to year, but are not included in operating lease obligations. These costs represented approximately 37% of lease expense for our retail stores in fiscal 2009.

⁽⁴⁾ Represents our obligation for consulting services provided by Sun Capital Partners Management V, LLC. The minimum annual obligation is $750,000 per year through September 2018, payable in quarterly installments, with automatic one-year extensions thereafter. The consulting fee is equal to the greater of (a) $750,000 per fiscal year and (b) the lesser of (i) 8% of our EBITDA (adjusted for certain non-recurring and unusual items) and (ii) $1.5 million per fiscal year. The consulting agreement will terminate in connection with this initial public offering. See “Certain Relationships and Related Party Transactions—Sun Capital Consulting Agreement.”

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are subject to inherent uncertainties, which may cause actual results to differ from reported amounts.

Management evaluated the development and selection of its critical accounting policies and estimates and believes that the following involve a higher degree of judgment or complexity and are most significant to reporting its results of operations and financial position, and are therefore discussed as critical. The following critical accounting policies reflect the significant estimates and judgments used in the preparation of the Company’s consolidated financial statements. In addition to the policies presented below, there are other items within the Company’s financial statements that require estimation, but are not deemed critical. With respect to critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations. More information on all of our significant accounting policies can be found in Note A, “Summary of Significant Accounting Policies,” to the consolidated financial statements.

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Revenue Recognition

Revenue is recognized at the point-of-sale, net of estimated returns and allowances and exclusive of sales tax. License fees from licensed departments represent a percentage of total footwear and maternity sales due to the licensing of the footwear and maternity businesses to third parties. Footwear and maternity sales under these licensing arrangements are not included in net sales, but are included separately on the statement of operations. Layaway sales are deferred until the final sales transaction has been completed. Sales of gift cards are deferred until they are redeemed for the purchase of our merchandise. The Company reserves for estimated merchandise returns based on historical experience and various other assumptions that we believe to be reasonable. Merchandise returns are often resalable merchandise and are refunded by issuing the same payment tender of the original purchase. Merchandise exchanges of the same product and price are not considered merchandise returns and, therefore, are not included in the population when calculating the sales returns reserve. Income from unredeemed gift cards is recorded when the likelihood of redemption becomes remote, which has been determined to be three years after the date of last use, based on historical redemption patterns. We similarly reverse revenue and record deferred revenue on our balance sheet for merchandise credits issued related to guest returns and recognize this revenue upon the redemption of the merchandise credits.

Merchandise Inventories

Merchandise inventories are stated at the lower of cost or market, using the conventional retail method with last-in, first-out (LIFO) for the Predecessor and the conventional retail method with first-in, first-out (FIFO) for the Successor. Under the retail method, the cost value of inventory and gross margins are determined by calculating a cost-to-retail ratio and applying it to the retail value of inventory. This method is widely used in the retail industry and involves management estimates with regard to such things as markdowns and inventory shrinkage. A significant factor involves the recording and timing of permanent markdowns. Under the retail method, permanent markdowns are reflected in inventory valuation when the price of an item is reduced. Inventory shortage involves estimating a shrinkage rate for interim periods, but is based on a full physical inventory near the fiscal year end. Thus, the difference between actual and estimated amounts of shrinkage may cause fluctuations in quarterly results, but is not a significant factor in full year results. All inventories are in one class and are classified as finished goods. Inventories in possession of our carrier are included in merchandise inventories as legal title and risk of loss had passed.

Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. Significant judgment is involved in projecting the cash flows of individual stores, as well as our business units, which involve a number of factors including historical trends, recent performance and general economic assumptions. If such a review indicates that the carrying amounts of long-lived assets are not recoverable, we reduce the carrying amounts of such assets to their fair values.

Operating Leases

We lease retail stores under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. For purposes of recognizing incentives and minimum rental expenses on a straight-line basis over the terms of the leases, we use the date of initial possession to begin amortization, which is generally when we enter the space and begin the pre-opening merchandising process, approximately seven weeks prior to opening the store to the public.

For tenant improvement allowances and rent holidays, we record a deferred rent liability in “Deferred Rent” on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of operations.

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For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of operations.

Certain leases provide for contingent rents, which are determined as a percentage of gross sales in excess of specified levels. We record a contingent rent liability in “Accrued Expenses” on the consolidated balance sheets and the corresponding rent expense when specified levels have been achieved or when management determines that achieving the specified levels during the fiscal year is probable.

Self-Insurance

We are self-insured for certain losses related to health, dental, workers’ compensation and general liability insurance, although we maintain stop-loss coverage with third-party insurers to limit liability exposure. Liabilities associated with these losses are estimated, in part, by considering historical claims experience, industry factors and other assumptions. Although management believes adequate reserves have been provided for expected liabilities arising from our self-insured obligations, projections of future losses are inherently uncertain, and it is reasonably possible that estimates of these liabilities will change over the near term as circumstances develop.

Employee Stock-Based Compensation

We recognized all share-based payments to employees in the income statement based on the grant date fair value of the award for those awards that are expected to vest. Forfeitures of awards are estimated at the time of grant based on historical experience and revised appropriately in subsequent periods if actual forfeitures differ from those estimates. We utilize the Black-Scholes option valuation model to calculate the value of each stock option. Expected volatility was based on historical volatility of the common stock for a peer group of other companies within the retail industry. The expected term of the options represents the period of time until exercise or termination and is based on the historical experience of similar awards. The risk free rate is based on the U.S. Treasury rate at the time of the grants for instruments of a comparable life. The dividend yield of the index was assumed to be 2.0% in fiscal year 2009, and 0.0% in the 136 days ended January 31, 2009 and 228 days ended September 17, 2008 and 2007. If any of the assumptions used in the Black-Scholes model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period.

Income Taxes

We calculate our current and deferred tax provision for the fiscal year based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the applicable year. Adjustments based on filed returns are recorded in the appropriate periods when identified. We file a consolidated federal tax return, generally in the third fiscal quarter of the subsequent fiscal year.

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We have considered taxable income in carry-back periods, historical and forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, and tax planning strategies in determining the need for a valuation allowance against our deferred tax assets. Determination of a valuation allowance for deferred tax assets requires that we make judgments about future matters that are not certain, including projections of future taxable income and evaluating potential tax-planning strategies. To the extent that actual results differ from our current assumptions, the valuation allowance will increase or decrease. In the event we were to determine we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period in which we make such determination. Likewise, if we later determine it is more likely than not that the deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance.

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The income tax laws of jurisdictions in which we operate are complex and subject to different interpretations by the taxpayer and applicable government taxing authorities. Income tax returns filed by us are based on our interpretation of these rules. The amount of income taxes we pay is subject to ongoing audits by federal and state tax authorities, which may result in proposed assessments, including assessments of interest and/or penalties. Our estimate for the potential outcome for any uncertain tax issue is highly subjective and based on our best judgments. Actual results may differ from our current judgments due to a variety of factors, including changes in law, interpretations of law by taxing authorities that differ from our assessments, changes in the jurisdictions in which we operate and results of routine tax examinations. We believe we have adequately provided for any reasonably foreseeable outcome related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, or when statutes of limitation on potential assessments expire. As a result, our effective tax rate may fluctuate.

Quantitative and Qualitative Disclosure of Market Risks

Interest Rate Risk

We are exposed to interest rate risk primarily through borrowings under our revolving line of credit facility and equipment note payable (see footnotes to the Company’s Consolidated Financial Statements included elsewhere in this Prospectus). Borrowings under the revolving line of credit facility bear interest at the base rate plus 3.00% (6.25% at January 30, 2010) with an option to bear interest at the LIBOR interest rate plus 4.00%. See “Description of Certain Indebtedness—Revolving Line of Credit Facility.” Borrowings under the revolving line of credit facility may not exceed the lesser of a calculated borrowing base or $78.0 million. There were no borrowings outstanding at January 30, 2010. The equipment note payable bears interest at the LIBOR interest rate plus 4.00% (7.25% at January 30, 2010). The balance of the equipment note payable at January 30, 2010 was $1.4 million.

We performed a sensitivity analysis assuming a hypothetical 100 basis point movement in interest rates applied to the average daily borrowings of the revolving line of credit facility. As of January 30, 2010, the analysis indicated that such a movement would not have a material effect on our consolidated financial position, results of operations or cash flows.

Impact of Inflation

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial.

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BUSINESS

Our Company

Gordmans is an everyday low price retailer featuring a large selection of the latest brands, fashions and styles at up to 60% off department and specialty store prices every day in a fun, easy-to-shop environment. Our merchandise assortment includes apparel for all ages, accessories, footwear and home fashions. We operate 68 stores in 16 primarily Midwestern states situated in a variety of shopping center developments, including regional enclosed shopping malls, lifestyle center and power centers.

Our History

The origins of Gordmans date back to 1915, and over the next 60 years evolved into a moderately-priced promotional department store concept. In 1975, entrepreneur Dan Gordman started the ½ Price Stores, the concept of which was to sell department store quality merchandise at half of department store regular prices as a vehicle to clear end-of-season product. More than twenty years later in 1996 we commenced an initiative to reposition the Company in an effort to better communicate its unique selling proposition, which went far beyond merely low prices. The repositioning included strengthening the portfolio of name brands, developing a new prototype store format, and significantly upgrading the store presentation in response to the evolving preferences of our guests.

On September 17, 2008, an affiliate of Sun Capital acquired 100% of the outstanding common shares of Gordmans, Inc. Gordmans, Inc. is an indirect wholly owned subsidiary of Gordmans Stores, Inc.

Our Business Strategy

Gordmans is a uniquely positioned business model built to capitalize on what we believe is an underserved need in the marketplace. While we technically compete within the off-price segment of the industry, we are actually a unique hybrid of specialty, department store, big box and off-price retailers. Our mission, “We will delight our guests with big savings, big selection and fun, friendly associates!” reflects our differentiated selling proposition, which is comprised of three elements: (i) savings of up to 60% off department and specialty store regular prices; (ii) a broad selection of fashion-oriented department and specialty store quality apparel, footwear, accessories and home fashions; and (iii) a shopping experience that is designed to be infused with fun and entertainment and characterized by outstanding guest service in addition to well-organized, easy-to-shop stores. We believe that while other retailers may fare better than us on any one of our key elements of savings, selection or shopping experience, few, if any, attempt to optimize all three simultaneously to the same degree as we do.

We believe that pursuing a product differentiation and cost leadership strategy concurrently sets us apart from our competitors and has been critical to our success. Fashion-infused, name brand apparel, footwear and accessories synthesized with unique home fashions merchandise form the foundation of our merchandise differentiation strategy. The goal of delivering everyday low prices that are below the lowest sale prices of department and specialty stores drives our cost leadership strategy. The key aspects of our business strategy are as follows:

• Unique Merchandise Offering.    We synthesize our fashion-oriented, name brand apparel and accessories with an expansive Home Fashion selection. Certain segments of home fashions make up our destination business of “Décor,” such as wall art, floral and garden, and accent furniture and lighting. In addition to Décor, we have developed our Juniors’ and Young Men’s Apparel categories into destination businesses (defined as categories with a broad and deep selection of brands and styles such that we believe Gordmans becomes a destination of choice for these categories), which combined represented approximately 39% of our average inventory for fiscal 2009. Our goal is to dedicate a greater proportion of inventory resources to these businesses than any other off-price, mid-tier or department store retailer.

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• Outstanding Value Proposition.    From a cost leadership standpoint, we are able to offer everyday savings of up to 60% off department and specialty store prices for several reasons. First, our buyers seek to negotiate the best up-front net pricing in lieu of end-of-season markdowns and other allowances and charge backs that most other retailers require. Second, we take a lower mark-up on our merchandise due to our everyday low price philosophy. Third, we employ a variety of opportunistic merchandise procurement strategies, including capitalizing on cancelled orders as well as excess finished or piece goods inventories.

• Fun and Energetic Store Environment.    Our store shopping experience is a critical component of our holistic selling proposition. The stores feature Gordmans Giggles, a children’s theater seating area, Gordmans Grandstand, a sports-themed television viewing seating area, exterior and interior racetracks designed to facilitate easy navigation throughout the store as well as to maximize aisle real estate, and visual punctuation points identified by unique fixtures, overhead elements and flooring that articulate specialized merchandise presentations. Our 50,000 square foot store model is designed to be a fun and easy-to-shop store experience, to optimize both sales productivity and operational efficiency, and finally, to serve as an economical, scalable expansion vehicle.

We compete, to some degree, with all other retail formats: traditional department stores such as Macy’s and Dillard’s, national mid-tier chains including Kohl’s and J.C. Penney, discount stores including Target and Wal-Mart and specialty stores such as Old Navy. We differentiate ourselves from discount stores (such as Target and Wal-Mart, who generally offer discount store brands and private label merchandise at similar prices) primarily by offering department and specialty store name brands, by providing a more upscale shopping environment, and finally by emphasizing apparel and apparel-related accessories within our assortments. Our everyday low price strategy and smaller, better-organized store layouts set us apart from the majority of department stores (such as Macy’s and Dillard’s, who offer a broad selection in a multi-department, multi-level, large store format).

Compared to most off-price retailers (such as T.J. Maxx, Ross Stores and Stein Mart, who offer branded merchandise at discount prices), our stores are significantly larger, which enables us to present a much broader assortment of merchandise. Moreover, unlike most off-price stores, a Gordmans store is visually appealing and well-organized, utilizing merchandising techniques, visual displays, a departmental floor layout, fixture systems, signing and graphics similar to that of department and specialty stores. Finally, we do not carry imperfect merchandise and we offer complete assortments achieved through the negotiation of up-front discounts augmented by opportunistic buying strategies.

We believe our differentiated selling proposition has enabled us to operate successfully in the same markets as our primary off-price, discount and department store competitors. For example, as of January 30, 2010, approximately 47% of our stores operate within one mile of a Kohl’s, and 59% operate within one mile of a Wal-Mart. Moreover, a Wal-Mart operates within five miles of 100% of our stores, and a Kohl’s is located within five miles of 87% of our locations.

Our primary target shopper is a 25 to 49-year-old mother with children living at home with household incomes from $50,000 to $100,000. However, given our strength in Juniors’ Apparel, females between the ages of 12 and 24 also are an important target market. We believe that the broad appeal of our mission has enabled us to capture both discount store shoppers that desire to trade up as well as department and specialty store shoppers that desire better value every day.

Recent Initiatives and Accomplishments

From 2004 to 2008, we expanded our store base by approximately 55%, adding a total of 23 stores after taking into account two relocations and three store closures. Due in part to the difficult economic

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environment, in fiscal year 2009 we opened only one store and focused the majority of our efforts on several business plan initiatives to position us for sustainable long-term growth. These initiatives included:

• Management.    We strengthened the talent level throughout the organization, particularly within the senior management, merchandising and stores teams. Several talent strategies involving the selection process, assessment tools, succession planning and engagement have facilitated our success in this arena.

• Merchandising.    Over the last three years we have executed several merchandising strategies, including: the acquisition and expansion of a significant number of national brands, the augmentation of our Juniors’ Apparel, Young Men’s Apparel and Décor destination businesses, and the expansion of several underdeveloped, high growth business categories. In general, these businesses leverage our sourcing and design expertise, and seek to capitalize on perceived voids in the marketplace.

• Marketing.    We have reengineered our marketing strategy to focus on branding Gordmans as a fun, unique energetic shopping experience that clearly articulates our unique selling proposition in a humorous, memorable manner. In order to accomplish this objective, we adjusted our media mix to more heavily weight television advertising, which we believe is the most efficacious branding vehicle. Our in-house advertising capabilities provide flexibility to dynamically deliver creative collateral.

• Inventory Management.    Over the last three years, we developed, implemented and refined an innovative pricing optimization technology and process that utilizes pattern recognition technology to determine the appropriate time to mark down merchandise in order to maximize both gross profit and inventory utilization efficiency. We also developed a tool to repurchase high performing items utilizing this same technology. Finally, we have refined our location planning process to build and maintain merchandise plans by store, an approach that translates into assortments tailored to the individual needs of each store.

As a result of these initiatives, in conjunction with more efficiently leveraging our cost infrastructure, we were able to significantly enhance our profitability in fiscal year 2009. In particular, we generated a comparable store sales increase of 4.6% and 9.3% for fiscal year 2009 and the fourth quarter of fiscal year 2009 respectively. In addition, we improved our gross profit margin in fiscal year 2009 by 170 basis points over fiscal year 2008, while our net income increased 565% to $15.9 million.

During the first quarter of fiscal year 2010, we opened one store and experienced a comparable store sales increase of 15.4%. Additionally, our gross profit margin increased 170 basis points to 47.0% when compared to the first quarter of fiscal year 2009. Our net income for the first quarter of fiscal year 2010 was $6.4 million, an increase of 75.5% over the first quarter of fiscal year 2009.

Our Growth Strategy

We believe we are well positioned to leverage our unique selling proposition, scalable infrastructure and portable retail model to continue to capture market share and drive increased revenue and profitability. Our multi-pronged growth strategy is as follows:

• Expand Store Base.    With a current store base of only 68 stores, our objective is to increase our store base by approximately 10% annually over the next several years. We believe that we can capitalize on both new market opportunities that are primarily contiguous to our current markets, as well as on selected opportunities to fill in existing markets. Therefore, in the near term, we intend to focus our expansion within a 750 mile radius of our corporate headquarters in Omaha. Within this geography, we have identified over 60 markets in 16

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states that we believe can support up to 150 additional stores by targeting all existing and new markets with a minimum trade area population of 100,000.

Our flexible store model is adaptable to a variety of shopping center developments, including enclosed regional shopping malls, lifestyle centers, power centers and redeveloped big boxes formerly occupied by other retailers. As part of our new store due diligence process, we employ a site selection methodology that typically evaluates, among other factors, population densities and growth rates, co-tenancy dynamics, retail sales per capita and household income.

We operate an efficient store model that allows us to pursue both new and refurbished retail locations that produce strong cash flow. We expect our new stores to generate net sales volumes between $6.5 million and $7.5 million. We seek to achieve a payback on investment from new stores, which includes our build-out costs (net of landlord contributions), initial inventory (net of payables) and pre-opening expenses, within one to two years.

• Drive Comparable Store Sales.    We seek to maximize our comparable store sales by continuing to execute on a number of recent initiatives, such as:

— Expanding Our Destination Businesses.    We will continue to focus on our strategic points of differentiation, including Juniors’ Apparel, Young Men’s Apparel, and Décor, which have developed into significant destination businesses. We believe these businesses continue to have significant growth potential through a combination of adding targeted brands and expanding certain existing ones, strengthening and increasing selected product categories, and finally by allocating additional inventory dollars and space for their development.

— Achieving Parity between Sales of Our Women’s and Juniors’ Apparel.    Although the overall size of the Women’s Apparel industry is significantly larger than that of Juniors’ Apparel, our Women’s Apparel sales for fiscal year 2009 were almost 40% less than that of Juniors’ Apparel. We believe that by achieving parity between Women’s and Juniors’ Apparel, we would experience a noticeable increase in our comparable store sales performance at a total Company level. The management team for this business unit was recently restructured, at which time the strategy was streamlined and refocused on the Young Misses consumer, leveraging the strength of the Juniors’ Apparel business in a strategically contiguous manner.

— Developing Selected High Growth Potential Niche Businesses.    There are several niche businesses that we have been able to develop that we believe are underserved by the market, particularly by a majority of the other value-oriented retailers. These businesses include team apparel and related accessories, pampered pet accessories, intimate apparel, junior fashion plus apparel, fashion jewelry, designer fragrances and handbags. We believe that these categories have meaningful unrealized comparable store growth potential over the next few years, and that by employing the same expansion strategies that have generated success within our existing destination businesses, we can significantly expand these targeted categories as well.

— Augmenting Our Brand Portfolio.    We have had tremendous success adding a significant number of national labels to our brands portfolio across all merchandise divisions. In conjunction with the continued consolidation of the industry, our increasing market leverage should enable us to continue to acquire targeted brands desired by our guests, as well as to satisfy guest demand with respect to underdeveloped existing brands.

— Leveraging Our Inventory Optimization Opportunities.    We will seek to increase the productivity of our stores by leveraging our investments in location planning,

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re-buying, replenishment and price optimization technologies and processes. By understanding the individual characteristics of each store, merchandise purchases can be adjusted to accommodate the stores that truly have a need rather than allocating merchandise into every store irrespective of inventory need. This approach translates into better merchandise assortments tailored to the needs of each store, faster turnover and stronger sell-through performance.

• Leverage Cost Infrastructure.    We intend to enhance our profit margins by leveraging economies of scale with respect to our cost infrastructure. We believe that a significant portion of our corporate overhead and distribution center costs will not increase at a rate proportionate with new and comparable store sales growth.

Merchandising and Sourcing

Strategy

Our merchandising strategy is to offer the same recognizable brands, current season fashions, and styles carried by major department and specialty store chains at prices of up to 60% below their regular ticketed prices every day. To accomplish this strategy, our buyers seek to negotiate the best up-front net pricing in lieu of end-of-season markdowns, advertising and return allowances, as well as other extraneous chargebacks. A variety of opportunistic buying strategies are also employed, including capitalizing on merchandise closeouts, cancelled orders, excess production capacity and excess finished or piece goods inventories.

We have a separate planning and allocation function that seeks to maximize the return on our investment in merchandise inventory. Systems and processes are in place to enable us to capitalize on emerging trends in the business while simultaneously seeking to optimize inventory efficiencies.

Assortment

Our merchandise selection includes a broad range of apparel, footwear, accessories and home fashions products. Within Apparel, we offer young men’s, men’s, juniors’, women’s, plus size, maternity and children’s clothing, which includes offerings for infants, toddlers, boys and girls. Our Accessories business includes designer fragrances, intimate apparel, handbags, sunglasses, fashion jewelry, legwear and sleepwear. Our stores also feature a large Home Fashions section, which includes wall art, frames, accent furniture, accent lighting, home fragrances, ceramics, vases, Christmas décor, floral and garden, gourmet food and candy, toys, pampered pet, housewares, decorative pillows, fashion rugs, bedding and bath.

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The following table reflects the percentage of our revenues by major merchandise category for fiscal year 2009:

	Percentage of Total Revenue
Apparel	53	%
Home Fashions	29
Accessories	18
Total	100	%

Licensing Agreements

Destination Maternity Corporation.    In 2006, we executed a license agreement with Destination Maternity Corporation (“Destination Maternity”), the top maternity retailer in the country, to operate a maternity business in each of our stores. The license agreement expires March 1, 2011, then continues on a month-to-month basis thereafter and includes a six month notice period to cancel. The license agreement is for Destination Maternity’s flagship Motherhood Maternity^® brand. The brand is positioned in the value segment of the industry, representing a broad selection of fashion-oriented merchandise at low prices, and is therefore an ideal fit for us. Following a very successful pilot, the rollout across all of our stores was completed in February 2007.

DSW, Inc.    We have outsourced our footwear business since 1997, and in mid-2004 entered into a license agreement with DSW, Inc., a $1.6 billion specialty footwear retailer that sells a wide selection of designer and name brand footwear at everyday low prices. The license agreement expires January 31, 2013 and contains three year automatic renewal periods and a six month notice period to cancel prior to the renewal periods.

Our footwear and maternity departments are staffed by our associates but are supported by operations personnel provided by our licensees who travel to our stores to work with and provide recommendations regarding merchandise presentation and other operations-related issues. Our licensees own the inventory and have total authority over all aspects of the merchandise procurement process. We receive a license fee equal to a specified percentage of net footwear and maternity sales, respectively.

Sourcing

We maintain long-term, mutually beneficial sourcing relationships with a large group of suppliers. In 2009, we purchased merchandise from nearly 1,300 vendors, the largest of which comprised only 2.3% of total purchases. This diversification in our supplier base provides us with flexibility and negotiating leverage. We are able to obtain favorable prices from our vendor partners by not requiring advertising and markdown allowances or return privileges that are typical in the industry, by making timely payments and by our ability to take advantage of opportunistic buys. Consequently, we have become a preferred partner to the vendor community due to our transparent, streamlined and mutually profitable approach to the business.

Private Label Credit Card

In 2002, we entered into an agreement with Alliance Data Systems (“ADS”) to create, administer and process the Gordmans credit card. The Gordmans credit card program enhances guest loyalty and allows us to identify and regularly communicate with some of our best guests, as well as serves to augment our guest database. ADS approves all applicants for the Gordmans credit card, carries the receivables for charges made to the card, bears all risk of loss associated with the credit that is extended to our guests, and receives all fees associated with the cards. We recognize sales charged to the Gordmans credit card at the time the charge is approved at the point of sale in the same manner as other credit cards.

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Our Stores

As of June 4, 2010, we operated 68 stores in 16 primarily Midwestern states with a total of 4.0 million square feet and an average store size of 59,100 square feet. The stores are comprised of 50 prototype locations with an average age and size of six years and 55,000 square feet, respectively, and 18 legacy locations with an average age and size of 22 years and 70,200 square feet, respectively. Of our 68 locations, 64 are comparable stores, which we define as stores that have been open at least 16 months.

Our stores are located in large, medium, and small metropolitan statistical areas throughout our 16 state trade area. We believe that we are a preferred retailer among a broad base of commercial real estate developers, as our distinctive big box, fashion-oriented apparel and home fashions format provides a strong primary or secondary anchor with the ability to attract significant complementary co-tenants. Our stores are located in a wide variety of shopping center developments including enclosed regional shopping malls, lifestyle centers, power centers and redeveloped big boxes formerly occupied by other retailers. The table below sets forth the number of stores in each of these 16 states.

State	Stores	State	Stores	State	Stores
Arkansas	2	Kentucky	2	Nebraska	7
Colorado	5	Minnesota	1	Oklahoma	5
Iowa	9	Missouri	10	South Dakota	2
Illinois	8	Mississippi	1	Tennessee	2
Indiana	4	North Dakota	2	Wisconsin	4
Kansas	4

Our large, 50,000 square foot store model features an easy-to-shop, dual racetrack layout designed to facilitate easy navigation throughout the store as well as to maximize aisle real estate. The open, contemporary floor plan provides a visual roadmap of the entire store from the entrance and provides us with the flexibility to easily expand and contract departments in response to consumer demand and preferences, seasonality and merchandise availability. Other features of the store model include unique entertainment elements such as Gordmans Giggles, a children’s theater, and Gordmans Grandstand, a sports-themed seating area and punctuation points identified by unique fixtures, overhead elements and flooring accentuate specialized merchandise, lifestyle presentations and key items. Virtually our entire inventory is displayed on the selling floor.

Marketing Message and Creative Strategy

The foundation of our marketing message is a ‘Theirs vs. Ours’ comparative pricing strategy, designed to significantly elevate the pricing dimension of our unique selling proposition and communicate it in a clear and compelling fashion. ‘Theirs vs. Ours’ is leveraged across all media, particularly through in-store collateral such as fixture signing, price tags and receipt messaging as well as print advertising. Our prices are clearly marked and always have the comparative retail selling price noted on the price tag.

Both television and print advertising are characterized by our fun, unique and energetic brand personality. Our multi-year television campaign, which was launched at the beginning of fiscal year 2009, emphasizes the Gordmans shopping experience in juxtaposition with that of traditional department and specialty stores. Using unexpected humor and a visual hook to grab the viewers’ attention, the campaign delivers an institutional branding message that aggressively emphasizes our everyday savings.

The television commercials are deployed in an ongoing continuity strategy in excess of 30 weeks per year, which represents a dramatic departure from our own traditional retail event strategies of the last decade. The creative messaging strategy for fiscal year 2010 continues to build upon the existing branding campaign to leverage viewer recall and further reinforce our savings message. Due to the dramatic shift in advertising dollars from print to broadcast, these branding spots are supplemented with merchandise-driven spots to enhance key retail selling periods as well as to showcase our broad merchandise selection.

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In fiscal year 2010, we initiated a social and mobile media strategy to work synergistically with our television, print, direct mail and email collateral. Through various promotions, dynamic content and exclusive offers, we are engaging our guests in a more targeted and personal fashion. In addition, we are working with digital vendors to create a mobile campaign that will allow us to offer promotions and contact guests directly on their mobile phones.

Information Technology

We believe that use of technology is extremely important to our business and have made a significant number of technology investments over the last several years, integrating business processes and technology to facilitate growth, efficiency and risk mitigation. We acquire perpetual licenses to use this technology and do not own any proprietary software applications. We generally pay annual maintenance fees in order to maintain the most current versions of the software and to receive technical support.

We recently implemented a new point-of-sale system in all locations that has enhanced the guest experience by increasing the speed and ease of the checkout process. The system makes extensive use of smart barcodes to eliminate the need for cashier intervention in the processing of promotions. These barcodes also facilitate the tracking of promotional effectiveness, ensuring compliance and reducing fraud. We also make significant use of wireless handheld terminals in its retail locations to expedite the processing of markdowns and measure markdown compliance. To better optimize store payroll, we implemented a time and attendance system in all locations. This year, we will build upon this platform with a store labor scheduling system to more efficiently align payroll resources with both work flow and store traffic patterns by day part.

Advanced planning and allocation applications have allowed us to better control inventory and ensure a consistent merchandise receipt flow. Systems also facilitate the creation of location-specific sales, inventory and receipt plans at a detailed level, which seamlessly integrate with our allocation system. Of particular note are a suite of applications and processes pertaining to markdown optimization as well as re-buying and replenishment. These applications use sophisticated pattern recognition algorithms to dynamically simulate multiple pricing and sales scenarios, automatically generating price changes to maximize profitability. Where it calculates that demand will outstrip supply, the system generates repurchase recommendations by item by store.

A new warehouse management system, now in the final stages of implementation, has already increased the efficiency of our supply chain. Whereas the legacy application required extensive paper-based processing and manual key-entry, the new radio frequency-based system allows us to shorten the time it takes merchandise to reach the sales floor and to monitor the flow of goods more granularly and accurately. Together with other systems, our warehouse management system allows us to track items continuously from the time of purchase order generation, through shipping, receiving, processing and store delivery, and also has detailed truck manifesting capabilities that will improve the efficiency with which we plan store labor.

We have also made considerable investments in business intelligence capabilities. Dashboards provide ready access to key performance indicators, and ad-hoc capabilities allow users to tailor reports to their individual needs. Mobilization of information has recently been added and our field staff now has access to real-time sales information.

Having achieved compliance with the Payment Card Industry (PCI) Data Security Specification (DSS), we have demonstrated our commitment to keeping guest information secure. We have segmented sensitive network traffic as well as encrypted and truncated specific data elements. In addition, we have increased application security and implemented change control procedures. Physical security prevents unauthorized access to in-scope equipment in the stores and at the corporate office. Extensive intrusion detection measures and periodic vulnerability scans significantly reduce the risk of a breach.

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To help reduce shrink and control theft, we employ technology that integrates video surveillance with transaction data. The system scans transactions logs for signs of improper activity and alerts Asset Protection associates. A migration to internet protocol-based cameras has begun and has already increased our remote monitoring and apprehension capabilities. Centrally located associates may now assist in-store agents as they track and pursue subjects.

Distribution & Logistics

We centrally distribute the majority of our merchandise from two facilities situated in Omaha, Nebraska. Through the use of a third party national freight and logistics company, we coordinate pick-up of merchandise from our vendors for delivery to our distribution center where it is received, inspected, processed and distributed to our retail stores. We utilize the services of several third party carriers for delivery of merchandise from our distribution centers to our stores.

Our primary distribution center is a 380,000 square foot (26% of which is mezzanine space) flow through facility that operates with a leading edge distribution center management system that utilizes radio frequency technology to monitor and manage the movement of merchandise. We believe that our innovative put-to-light merchandise packing technology is a unique feature of this system.

Our secondary distribution center is a 140,000 square foot warehouse located approximately four miles from our primary distribution center. This facility relieved the shipping and hardlines staging limitations we faced in our primary distribution center and will support our planned growth through 2015. This facility enables us serve up to 43 additional stores and will support chain-wide expansion to approximately 110 stores.

Our combined distribution centers processed 49.1 million units in 2009, which represented a 6.5% increase from the previous year.

Industry

The retail industry is one of the largest in the U.S., generating revenues of $3.2 trillion in 2008 (excluding food and auto sales) per the U.S. Department of Commerce, representing a compounded annual growth rate of 4.7% since 2000. Disposable income is an important sales driver for the retailing industry. From 2000 to 2009, per capita disposable income in the U.S. averaged approximately $30,997, posting consistent annual growth of approximately 3.6% over this timeframe. For 2009, real per capita disposable income increased 0.22% to $35,581.

U.S. Average Annual Disposable Income

For the Years Ended December 31, 2000 to 2009

Source: U.S. Bureau of Economic Analysis.

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The retail industry is comprised of several segments, including department stores such as Nordstrom and Macy’s; mid-tier retailers such as Kohl’s and J.C. Penney; specialty stores like Forever 21, Williams-Sonoma and Ann Taylor; discount stores such as Wal-Mart and Target; off-price concepts like Ross Stores and T.J. Maxx; and warehouse clubs such as Costco and BJ’s Wholesale Club. Retailers compete on a number of dimensions, including selection, in-stock position, pricing, quality, service, location and store environment. We believe that our competitive position is positive with respect to selection (compared to specialty, off-price and warehouse club retailers), price (compared to specialty, department store and mid-tier retailers), store environment (compared to off price, warehouse club and discount store retailers) and in-stock position (compared to off price and warehouse club retailers). Our competitive position is negative with respect to in-stock position compared to department store, discount store and mid-tier retailers. However, in-stock position is not an inherent dimension of our business model.

Intellectual Property

We currently own six trademarks. The table below lists our registered trademarks.

Registered Trademark		Date of Expiration
Brands You Want. Savings You Deserve!		9/11/2011
		3/12/2012
	Something Unexpected	10/22/2012
Something Unexpected		6/3/2013
Give the Unexpected		1/17/2016
Gordmans		8/22/2020

Regulation and Legislation

We are subject to labor and employment laws, including minimum wage requirements, laws governing advertising and promotions, privacy laws, safety regulations and other laws, such as consumer protection regulations that govern product standards and regulations with respect to the operation of our stores and warehouse facilities. We monitor changes in these laws and believe that we are in material compliance with applicable laws.

Associates

We employ approximately 400 salaried associates and 3,600 hourly associates, the latter of which includes approximately 2,700 part-time associates. None of our associates are unionized, nor have we ever suffered from a work stoppage. We offer competitive compensation and attractive benefit plans to our full-time associates who meet eligibility requirements. Our benefits include medical insurance; dental insurance; basic and supplemental life insurance; short-term and long-term disability insurance; medical and dependent care flexible spending accounts; a 401(k) savings plus plan; two to four weeks of vacation; six paid holidays; and a 20% associate discount on purchases in our stores.

In order to enhance the talent pool of our associates, our management instituted a talent-based hiring process that utilizes a structured interview tool to assess an individual’s natural talent for their respective role in the organization.

Seasonality

Our business is subject to the seasonal fluctuations typical of the retail industry. A disproportionate amount of our sales and net income are realized during the fourth quarter, which includes the holiday

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selling season. In fiscal year 2009, 33.7% of our net sales was generated in the fourth quarter. In addition, 39.0% of our net income was produced in the fourth quarter last year. Operating cash flows are typically higher in the second and fourth fiscal quarters due to inventory related working capital requirements in the first and third fiscal quarters. Our business is also subject, at certain times, to calendar shifts, which may occur during key selling periods close to holidays such as Easter, Thanksgiving and Christmas and regional fluctuations for events such as sales tax holidays.

Legal Proceedings

We are subject to various legal claims and proceedings which arise in the ordinary course of our business, including employment related claims, involving routine claims incidental to our business. Although the outcome of these routine claims cannot be predicted with certainty, we do not believe that the ultimate resolution of these claims will have a material adverse effect on our results of operations, financial condition or cash flow.

Properties

We do not own any real property. Our 78,000 square foot corporate headquarters building is located in Omaha, Nebraska and is leased under an agreement expiring in 2014, with an option to renew for an additional five years. Our 380,000 square foot distribution center also is located in Omaha and is leased under an agreement expiring in 2028, with options to renew for four additional five year periods. We also operate a 140,000 square foot secondary distribution center located in Omaha, Nebraska approximately four miles from our primary distribution center. This facility is leased under an agreement expiring in May 2016.

As of April 30, 2010, we operated 67 stores in 16 primarily Midwestern states. All of our stores are leased from third parties and the leases typically have base lease terms of 10 years with one or more renewal options.

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MANAGEMENT

Below is a list of the names and ages (as of April 30, 2010) of our directors and executive officers and a brief account of the business experience of each of them.

Name	Age	Position
Directors
Thomas V. Taylor	44	Chairman
Jeffrey J. Gordman	46	Director, President, Chief Executive Officer and Secretary
Donald V. Roach	52	Director
Brian J. Urbanek	38	Director
Executive Officers
Gary G. Crump	61	Vice President—Operations
Richard H. Heyman	49	Vice President and Chief Information Officer
Michael D. James	48	Vice President, Chief Financial Officer and Treasurer
Debra A. Kouba	47	Vice President—Stores
Johanna K. Lewis	52	Vice President and Chief Merchandising Officer
Michael S. Morand	52	Vice President—Planning, Allocation and Analysis

Our Directors

We believe that our Board of Directors should be composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe experience, qualifications, or skills in a combination of the following areas are the most important: retail merchandising; marketing and advertising; apparel and consumer goods; sales and distribution; accounting, finance, and capital structure; strategic planning and leadership of complex organizations; legal/regulatory and government affairs; people management; and board practices of other major corporations. We believe that all of our current board members possess the professional and personal qualifications necessary for board service, and have highlighted the specific experience, qualifications, attributes, and skills that led to the conclusion that each board member should serve as a director in the individual biographies below.

Thomas V. Taylor, Chairman.    Mr. Taylor has been a director of Gordmans since 2008. Mr. Taylor, a Managing Director at Sun Capital Partners, Inc., has had extensive operating and merchandising experience, having spent 23 years with The Home Depot Companies, most recently serving as Executive Vice President, Merchandising and CMO. Mr. Taylor was a director of Accuride Corporation, a public company, between 2009 and 2010. As a result of these and other professional experiences, Mr. Taylor possesses particular knowledge and experience in retail merchandising; marketing, finance, and capital structure; and strategic planning and leadership of complex organizations that strengthen the board’s collective qualifications, skills, and experience.

Jeffrey J. Gordman, Director, President, CEO and Secretary.    Mr. Gordman joined Gordmans in 1990 and held positions in merchandising, store operations and information technology. Prior to assuming his current position in 1996, Mr. Gordman led the conceptualization and implementation of the merchandise planning and allocation function, after which he was responsible for directing this business function. Prior to joining the Company, Mr. Gordman worked as an investment banking analyst at Lehman Brothers. Mr. Gordman serves as a director for Regency Beauty Institute, a private equity-backed high growth chain of cosmetology schools as well as for Hayneedle, Inc., a venture capital-backed internet retailer recognized by Inc. Magazine as one of America’s fastest growing companies. Mr. Gordman graduated cum laude from the Wharton School at the University of Pennsylvania in 1986 with a B.S. in Economics, and earned an M.S. in Management from the Sloan School at the Massachusetts Institute of Technology in 1990. As a result of these and other professional experiences, Mr. Gordman possesses particular knowledge and experience in retail merchandising; accounting, finance, and capital structure; and apparel and consumer goods that strengthen the board’s collective qualifications, skills, and experience.

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Donald V. Roach, Director.    Mr. Roach has been a director of Gordmans since 2008. Mr. Roach has been a vice president at Sun Capital Partners, Inc. since 2009 and has over 29 years’ experience in senior finance and operations management, including: Senior Vice President, Operations, The Bombay Company, a home décor retailer, from 2002 to 2008; Acting Chief Financial Officer of Guess? Inc. from 2001 to 2002; and Executive Vice President, Chief Operating Officer of eFanShop.com, a start-up internet business, from 2000 to 2001. As a result of these and other professional experiences, Mr. Roach possesses particular knowledge and experience in retail merchandising; marketing, finance, and capital structure; apparel and consumer goods; and strategic planning and leadership of complex organizations that strengthen the board’s collective qualifications, skills, and experience.

Brian J. Urbanek, Director.    Mr. Urbanek has been a director of Gordmans since April 2010. Mr. Urbanek, a Principal at Sun Capital Partners, Inc. since 2006, and has over ten years of experience in mergers and acquisitions and corporate finance, including corporate acquisitions and divestitures, strategic rollups, leveraged finance issuances and public and private equity offerings. Prior to joining Sun Capital Partners in February 2006, Mr. Urbanek served as Vice President in the Investment Banking Group with Stephens, Inc. from May 2004 to February 2006, and Vice President, Investment Banking with Bear Stearns & Co. Inc from January 2002 to April 2004. Mr. Urbanek was a director of Accuride Corporation, a public company, between 2009 and 2010. As a result of these and other professional experiences, Mr. Urbanek possesses particular knowledge and experience in corporate finance and capital structure; and strategic planning and leadership of complex organizations across multiple industries that strengthens the board’s collective qualifications, skills, and experience.

Our Executive Officers

Gary G. Crump, Vice President—Operations.     Mr. Crump joined Gordmans in 2010 as Vice President of Operations. Prior to joining Gordmans, Mr. Crump was Chief Operating Officer and Senior Vice President for Services for Election Systems and Software from 2003 to 2010. Prior to working for Election Systems and Software, Mr. Crump was employed with IBM from 1991 to 2003 where he held various leadership positions.

Richard H. Heyman, Vice President and Chief Information Officer.    Mr. Heyman joined Gordmans in 2009 as Vice President and Chief Information Officer. Prior to joining Gordmans, Mr. Heyman was Vice President of Information Technology for Pamida Stores from 2007 to 2008, Project Director at Distributed Intelligence Systems, Inc. from 2004 to 2007 and Vice President of Information Technology and Strategic Planning for Baker’s Supermarkets. Mr. Heyman also founded a retail systems and consulting company, Sirius Retail, and served as its President and Chief Executive Officer.

Michael D. James, Vice President, Chief Financial Officer and Treasurer.    Mr. James joined the Company in 2006 as Vice President, Chief Financial Officer and Treasurer. Prior to joining Gordmans, Mr. James was the Chief Financial Officer of AMCON Distributing Company from 1994 to 2006. His work experience also includes various positions at the firm now known as PriceWaterhouseCoopers where he practiced as a Certified Public Accountant from 1984 to 1994.

Debra A. Kouba, Vice President—Stores.    Ms. Kouba joined Gordmans in 1987 and has been Vice President of Stores since 2006. Previously, Ms. Kouba served the Company in positions of increasing responsibility including a buyer, store manager, divisional merchandise manager, regional director of stores, and director of store support.

Johanna K. Lewis, Vice President and Chief Merchandising Officer.    Ms. Lewis joined Gordmans in 2009 as Vice President and Chief Merchandising Officer. Ms. Lewis has over 20 years of retail experience including experience with Marshall Fields and Macy’s from 2004 to 2009 where she held positions as Regional Vice President of North Home Stores, Vice President—General Merchandise

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Manager Soft Home, Divisional Merchandise Manager, Home and Ready-To-Wear. Ms. Lewis’s other past experience includes merchandising and stores positions at Belk Department Stores, Sears and Dillard’s.

Michael S. Morand, Vice President—Planning, Allocation and Analysis.    Mr. Morand joined Gordmans in 2007 as Director of Planning, Allocation and Analysis and was promoted to Vice President of Planning, Allocation and Analysis in 2008. Between 2000 and 2006, Mr. Morand held senior level positions in merchandising, planning (both strategic and merchandising), allocation and marketing for the May Merchandising Company and Lord & Taylor (both now known as Macy’s) in Los Angeles, St. Louis and New York.

Family Relationships

There are no family relationships between any of our executive officers or directors.

Corporate Governance

Board Composition

Our amended and restated certificate of incorporation, which will be in effect prior to the completion of this offering, will provide that our Board of Directors shall consist of such number of directors as determined from time to time by resolution adopted by a majority of the total number of directors then in office. Initially, our Board of Directors will consist of          members. Any additional directorships resulting from an increase in the number of directors may only be filled by the directors then in office. For so long as affiliates of Sun Capital own 30% or more of our outstanding shares of common stock, they will have the right to designate a majority of our Board of Directors, provided that, at such time as we are not a “controlled company” under the Nasdaq Global Select Market corporate governance standards, a majority of our Board of Directors will be “independent directors,” as defined under the rules of the Nasdaq Global Select Market.

Our Board of Directors will be divided into three classes, with one class being elected at each year’s annual meeting of stockholders.              will serve as Class I directors with an initial term expiring in 2011.              will serve as Class II directors with an initial term expiring in 2012.              will serve as Class III directors with an initial term expiring in 2013. Following the expiration of the initial term of a class of directors, each class of directors will serve a three-year term. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

Controlled Company

Upon completion of this offering, affiliates of Sun Capital will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” under the Nasdaq Global Select Market corporate governance standards. As a controlled company, exemptions under the standards will free us from the obligation to comply with certain corporate governance requirements, including the requirements:

• that a majority of our board of directors consists of “independent directors,” as defined under the rules of the Nasdaq Global Select Market;

• that we have a nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• that we conduct annual performance evaluations of the nominating committee and compensation committee.

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These exemptions do not modify the independence requirements for our Audit Committee, and we intend to comply with the applicable requirements of the Sarbanes-Oxley Act and rules with respect to our Audit Committee within the applicable time frame.

The rules of the Nasdaq Global Select Market permit the composition of our Audit Committee to be phased-in as follows: (1) one independent committee member at the time of our initial public offering; (2) a majority of independent committee members within 90 days of our initial public offering; and (3) all independent committee members within one year of our initial public offering.

Similarly, once we are no longer a “controlled company,” we must comply with the independent board committee requirements as they relate to the nominating and compensation committees, on the same phase-in schedule as set forth above, with the trigger date being the date we are no longer a “controlled company” as opposed to our initial public offering date. Additionally, we will have 12 months from the date we cease to be a “controlled company” to have a majority of independent directors on our Board of Directors.

Board Committees

Prior to the completion of this offering, our Board of Directors will establish an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The directors designated by affiliates of Sun Capital are expected to constitute a majority of each committee of our Board of Directors (other than the Audit Committee) and the chairman of each of the committees (other than the Audit Committee) is expected to be a director serving on such committee who is selected by affiliates of Sun Capital, provided that, at such time as we are not a “controlled company” under the Nasdaq Global Select Market corporate governance standards, our committee membership will comply with all applicable requirements of those standards. The composition, duties and responsibilities of these committees are as set forth below. In the future, our board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

The Audit Committee will be responsible for, among other matters: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm their independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of their audit; (4) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the Securities and Exchange Commission; (6) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (7) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and (8) reviewing and approving related person transactions.

Upon completion of this offering, our Audit Committee will consist of                     . Our Board of Directors has determined that                     will qualify as an “audit committee financial expert,” as such term is defined in Item 401(h) of Regulation S-K. Our Board of Directors will adopt a new written charter for the Audit Committee, which will be available on our corporate website at Gordmans.com upon the completion of this offering. Our website is not part of this prospectus.

Compensation Committee

The Compensation Committee will be responsible for, among other matters: (1) reviewing key associate compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our

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directors, chief executive officer and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (4) administrating of stock plans and other incentive compensation plans.

Upon completion of this offering, our Compensation Committee will consist of                     . Our Board of Directors will adopt a written charter for the Compensation Committee, which will be available on our corporate website at Gordmans.com upon the completion of this offering. Our website is not part of this prospectus.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee will be responsible for, among other matters: (1) identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors; (2) overseeing the organization of our Board of Directors to discharge the Board of Director’s duties and responsibilities properly and efficiently; (3) identifying best practices and recommending corporate governance principles; and (4) developing and recommending to our Board of Directors a set of corporate governance guidelines and principles applicable to us.

Upon completion of this offering, our Nominating and Corporate Governance Committee will consist of                     . Our Board of Directors will adopt a written charter for the Nominating and Corporate Governance Committee, which will be available on our corporate website at Gordmans.com upon the completion of this offering. Our website is not part of this prospectus.

Compensation Committee Interlocks and Insider Participation

In fiscal year 2009, we did not have a Compensation Committee. All compensation decisions were made by our Board of Directors at the time, Mr. Taylor (Chairman), Mr. Gordman (Director, Chief Executive Officer and President) and Mr. Roach (Director).

No interlocking relationships existed between the members of our Board of Directors and the board of directors or compensation committee of any other company.

Code of Business Conduct and Ethics

We will adopt a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code will be available on our corporate website at Gordmans.com upon completion of this offering. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website. Our website is not part of this prospectus.

Director Compensation

None of the four directors currently serving on our Board of Directors as of April 30, 2010 received compensation as a director during fiscal year 2009. All directors receive reimbursement for reasonable out-of-pocket expenses incurred in connection with meetings of the board.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis describes the compensation arrangements we have with our named executive officers as required under the rules of the SEC. The SEC rules require disclosure for the principal executive officer (our Chief Executive Officer or CEO) and principal financial officer (our Chief Financial Officer or CFO), regardless of compensation level, and the three most highly compensated executive officers in our last completed fiscal year, other than the CEO and CFO. All of these named executive officers are referred to in this Compensation Discussion and Analysis as our “NEOs.”

Our NEOs for fiscal year 2009 were:

Name	Title
Jeffrey J. Gordman	Director, President, Chief Executive Officer and Secretary
Michael D. James	Vice President, Chief Financial Officer and Treasurer
Ronald K. Hall	Executive Vice President—Operations
Debra A. Kouba	Vice President—Stores
Johanna K. Lewis	Vice President and Chief Merchandising Officer

In April 2010, Mr. Hall retired and Mr. Gary G. Crump succeeded to his position as Vice President—Operations.

Historical Compensation Decisions

Prior to our initial public offering, we were a privately-held company almost solely owned by an investment fund managed by Sun Capital Partners, Inc. As a result, we were not subject to any stock exchange listing or SEC rules requiring a majority of our Board of Directors to be independent or relating to the formation and functioning of board committees, including audit, compensation and nominating committees. However, prior to the Sun Capital Acquisition, the Compensation Committee of our independent Board of Directors, in conjunction with the President and Chief Executive Officer, was responsible for the oversight of the compensation program of our NEOs.

Executive Compensation Objectives and Philosophy

For fiscal year 2011, the Compensation Committee of our Board of Directors will review and approve the compensation of our NEOs and oversee and administer our executive compensation programs and initiatives. As we gain experience as a public company, we expect that the specific philosophy and components of our executive compensation program will continue to evolve. Accordingly, the compensation paid to our NEOs for fiscal year 2009 is not necessarily indicative of how we will compensate our NEOs following this offering.

Our executive compensation program is designed to:

• attract and retain talented and experienced executives in our industry;

• reward executives whose knowledge, skills and performance are critical to our success;

• ensure fairness among the executive management team by recognizing the contributions each executive officer makes to our success;

• foster a shared commitment among executives by aligning their individual goals with the goals of the executive management team and our company; and

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• compensate our executives in a manner that incentivizes them to manage our business to meet our long-range objectives.

The Compensation Committee will meet outside the presence of all of our NEOs to consider appropriate compensation for our President and Chief Executive Officer. For all other NEOs, the Compensation Committee will meet outside the presence of all NEOs except our President and Chief Executive Officer. Going forward, our President and Chief Executive Officer will review annually each other NEO’s performance with the Compensation Committee and recommend appropriate base salary, cash performance awards and grants of long-term equity incentive awards for all other NEOs. Based upon the recommendations from our President and Chief Executive Officer and in consideration of the objectives described above and the principles described below, the Compensation Committee will approve the annual compensation packages of our NEOs other than our President and Chief Executive Officer. The Compensation Committee also will annually analyze our President and Chief Executive Officer’s performance and determine his base salary, cash performance awards and grants of long-term equity incentive awards based on its assessment of his performance with input from any consultants engaged by the Compensation Committee.

Elements of Compensation

Our current executive compensation program, which was set by our President and Chief Executive Officer in consultation with our Board of Directors prior to the establishment of our Compensation Committee, consists of the following components:

• base salary;

• annual cash incentive awards linked to corporate financial and individual performance objectives;

• long-term equity based compensation; and

• other executive benefits.

Historically, base salary and performance-based cash incentives have been the most significant elements of our executive compensation program. Following this offering, we expect that will also include long-term equity based compensation. These elements, on an aggregate basis, are intended to substantially satisfy the overall objectives of our executive compensation program. Typically, we have established each of these elements of compensation at the same time to enable the President and Chief Executive Officer (with respect to all other NEOs) and the Board of Directors to simultaneously consider all of the significant elements of compensation and their impact on total compensation; and, the extent to which the determinations made will reflect the principles of our compensation philosophy with respect to allocation of compensation among certain of these elements and total compensation. We strive to achieve an appropriate mix between the various elements of our executive compensation program to meet our compensation objectives and philosophy; however, we do not apply any rigid allocation formula in setting our executive compensation, and we may make adjustments to this approach for various positions after giving due consideration to prevailing circumstances. Generally, the amount of our performance-based cash incentives are determined as a percentage of the recipient’s base salary, as reflected in the performance grids set forth below. See “—Performance-Based Cash Incentive Awards.” Our long-term equity based compensation is designed such that approximately 9% of the total equity of the Company is available for allocation among our executive officers (including our NEOs), with the amount awarded to each recipient determined based on such executive officer’s position and total compensation.

Base Salary

Base salary amounts historically have been highly individualized, resulting from arm’s length negotiations and have been based on a variety of factors including, in addition to the factors listed above, our financial condition and available resources, our need for that particular position to be filled and the

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existing internal compensation structure for each position, each as of the time of the applicable compensation decision. In addition, we considered the competitive market for corresponding positions within our industry. Each NEO’s base salary is set within a range based on the position, the NEO’s experience level and market conditions at the time of hire.

An evaluation of each NEO’s performance is conducted annually by the President and Chief Executive Officer and their annual increase in base pay is determined based on various factors which include our company-wide merit increase guideline for the year, the Company’s financial performance, the NEO’s overall individual performance rating and the NEO’s current salary in relation to the salary range established for the NEO’s position. The Board of Directors reviews and approves all base salary adjustments recommended by the President and Chief Executive Officer.

The base salary of our President and Chief Executive Officer was set by our Board of Directors and is set forth in his employment letter agreement. See “—Compensation Tables—Agreements with, and Potential Payments to, Named Executive Officers.”

The fiscal year 2009 annual base salary for each of our NEOs is set forth below.

Name	Base Salary
Jeffrey J. Gordman	$	575,000
Michael D. James	$	200,000
Ronald K. Hall	$	185,000
Debra A. Kouba	$	188,000
Johanna K. Lewis	$	250,000

In the future, we expect that salaries for our NEOs will continue to be reviewed and adjusted annually, as well as at the time of a promotion or other change in level of responsibilities, or when competitive circumstances or business needs may require. As noted above, we expect that the Compensation Committee of our Board of Directors will recommend a compensation package (including base salary) that is consistent with our compensation philosophies.

Retention Bonus Agreements

In connection with the Sun Capital Acquisition, we entered into retention bonus agreements with Messrs. James, Hall and Ms. Kouba. The purpose of the retention bonus agreement was to reward the executive for his or her loyalty to the Company as well as to incentivize the executive not to voluntarily terminate his or her employment with us. The retention bonus agreement provided the executive with a one-time cash bonus on the condition that the Sun Capital Acquisition was consummated by November 1, 2008 and that the executive remained continuously employed with us for one year after the consummation of the Sun Capital Acquisition. Each of Messrs. James, Hall and Ms. Kouba received a retention bonus in the amount set forth in the Summary Compensation Table. See “—Summary Compensation Table.”

Performance-Based Cash Incentive Awards

Our President and Chief Executive Officer and Board of Directors have authority to award annual cash bonuses to our executive officers. On an annual basis, or at the commencement of an executive officer’s employment with us, our President and Chief Executive Officer and Board of Directors typically set a target level of bonus compensation that is structured as a percentage of annual base salary for all NEOs other than the President and Chief Executive Officer. This target is tied to our annual profit plan as well as individual performance objectives. The corporate financial and individual performance objectives, while separately evaluated, were aggregated for purposes of determining the amount of cash incentive awards payable to an NEO. In calculating the total cash incentive award payable to an NEO, the corporate financial performance component was assigned a weight of 65% and the individual performance component was assigned a weight of 35%.

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The target annual incentive award for our President and Chief Executive Officer is established by the Board of Directors and is tied to our annual profit plan.

The actual bonuses awarded in any year, if any, may be more or less than the target, depending on individual performance and the achievement of corporate financial objectives but may vary based on other factors at the discretion of our President and Chief Executive Officer and/or Board of Directors. We believe that establishing cash bonus opportunities helps us attract and retain qualified and highly skilled executives. These annual bonuses are intended to reward executive officers who have a positive impact on our financial performance.

For fiscal year 2009, the corporate financial performance component of the cash incentive award was linked to achievement of a target EBITDA (adjusted for certain non-recurring and unusual items) of $15.1 million. Upon attaining the target EBITDA, all NEOs other than our President and Chief Executive Officer would have earned a cash incentive award equal to 22.8% of his or her fiscal year 2009 base salary. The corporate financial performance component of the cash incentive award was able to be increased or decreased, in each case on a pro-rata basis, provided that no cash incentive would have been awarded for the corporate financial performance component unless an EBITDA of at least $12.3 million was attained. However, discretionary bonuses of up to $200,000 may be awarded by the Board of Directors. EBITDA, for the purposes of the corporate financial performance objective, is defined as earnings before interest, taxes, depreciation and amortization, and is adjusted for certain holding company charges and certain extraordinary gains and losses. We use our audited financial statements as the official source for determining the EBITDA achieved by the Company. Going forward, we expect the corporate financial performance component of the cash incentive award will be linked to performance metrics related to net income.

Any awarded incentive may be revoked at any time if subsequent audits detect any discrepancies in accounting or inventory practices. Associates, including our NEOs, involved in these types of discrepancies may also face disciplinary actions up to, and including, termination of employment.

For fiscal year 2009, the individual performance component of the cash incentive award was linked to achievement of a target performance rating of 90% under our performance management system. Under this system, each NEO works with our President and Chief Executive Officer to establish objectives specific to the function for which such NEO is responsible as well as for enterprise-wide business plan initiatives that involve the function led by such NEO. These objectives are generally measurable by either sales or profit metrics or, in some instances, may be more project-oriented. The quality of execution of an NEO’s general job responsibilities is also assessed as part of the performance management system. Our performance management system is designed to allow the flexibility to change with the needs of our business. As such, each NEO meets with our President and Chief Executive Officer for a mid-year evaluation of his or her performance as well as the continued applicability of the previously determined performance goals. Based on the mid-year evaluation, performance goals may be modified as the NEO and President and Chief Executive Officer see fit in order to best meet our strategic goals. At year end, each NEO again meets with our President and Chief Executive Officer to rate his or her performance under this system. Our President and Chief Executive Officer makes the final determination as to each NEO’s performance rating.

Upon attaining the target individual performance rating, an executive would have earned a cash incentive award equal to 14% of his or her fiscal year 2009 base salary. Where an executive’s performance rating exceeded 90%, the individual performance component of the cash incentive award was increased on a pro-rata basis up to a maximum of 19.6% of the executive’s fiscal year 2009 base salary. No cash incentive would have been awarded for the individual performance component unless an executive achieved a performance rating of at least 75%.

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The following table sets forth, for all of our executive officers (including our NEOs) other than our President and Chief Executive Officer, the fiscal year 2009 EBITDA targets as well as the corresponding weight and the aggregate available bonus pool for purposes of the corporate financial performance component of the bonus calculation.

Company Performance			Bonus Potential
	EBITDA as a % of Plan		EBITDA(1)		Target Bonus Multiplier		Bonus Target(2)		Bonus as a % of Base Salary		Weighting for Company Performance		Financial Performance Bonus %		Financial Performance Bonus Pool
			(in thousands)
Maximum	157	%	$	19,315	230	%	35	%	81	%	65	%	52.3	%	$	595,459
Target	123	%		15,112	100	%			35	%			22.8	%		258,895
Threshold(3)	100	%		12,310	0	%			0	%			0.0	%		—

⁽¹⁾ EBITDA, for the purpose of the corporate financial performance objective, is defined as earnings before interest, taxes, depreciation and amortization, and is adjusted for certain holding company charges and certain extraordinary gains and losses.

⁽²⁾ Targeted bonus percentage increased from 30% to 35% to replace deferred compensation.

⁽³⁾ No company performance bonus for EBITDA below plan of $12.3 million.

The following table sets forth, for all of our executive officers (including our NEOs) other than our President and Chief Executive Officer, the fiscal year 2009 individual performance targets as well as the corresponding weight and the aggregate available bonus pool for purposes of the individual performance component of the bonus calculation.

Individual Performance			Bonus Potential
	Percent of Attainment		Target Bonus Multiplier		Bonus Target		Bonus as a % of Base Salary		Weighting for Company Performance		Individual Performance Bonus %		Individual Performance Bonus Pool
Maximum	100	%	140	%	40	%	56	%	35	%	19.6	%	$	223,048
Target	90	%	100	%			40	%			14.0	%		159,320
Threshold(1)	75	%	40	%			16	%			5.6	%		63,728

⁽¹⁾ If EBITDA falls below $12.3 million, no bonus will be earned for individual performance. However, discretionary bonuses may be awarded by the President and Chief Executive Officer based upon individual performance to a pooled limit of $200,000.

The following table sets forth, for the President and Chief Executive Officer, the fiscal year 2009 EBITDA targets as well as the corresponding weight and the aggregate available bonus for purposes of the corporate financial performance component of the bonus calculation.

Company Performance			Bonus Potential
	EBITDA as a % of Plan		EBITDA(1)		Target Bonus Multiplier		Bonus Target(2)		Bonus as a % of Base Salary		Weighting for Company Performance		Financial Performance Bonus %		Financial Performance Bonus(1)
			(in thousands)
Maximum	157	%	$	19,315	285	%	70	%	200	%	100	%	199.5	%	$	1,147,125
Target	123	%		15,112	100	%			70	%			70.0	%		402,500
Threshold  (3)	100	%		12,310	0	%			0	%			0.0	%		—

⁽¹⁾ EBITDA, for the purpose of the corporate financial performance objective, is defined as earnings before interest, taxes, depreciation and amortization, and is adjusted for certain holding company charges and certain extraordinary gains and losses.

⁽²⁾ Targeted bonus percentage increased from 65% to 70% to replace deferred compensation.

⁽³⁾ No company performance bonus for EBITDA below plan of $12.3 million.

Because our actual EBITDA achieved in fiscal year 2009 exceeded the maximum corporate financial performance objective established for the year by approximately 68%, our Board of Directors, upon the request of the President and Chief Financial Officer, approved bonus payments of $700,221 to our executive officers ($564,145 to our NEOs) in excess of the corporate financial performance grid. In

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making its analysis, our Board of Directors considered that actual EBITDA exceeded the maximum target EBITDA contemplated under the existing corporate financial performance grid by approximately $12.0 million or 68%, and concluded that the increased cash awards, which represented a 37% increase over the maximum target award linked to our corporate financial performance, were in line with our compensation philosophies of recognizing the contributions that each NEO makes to our success and incentivizing corporate financial performance. Each of our NEOs received a cash incentive bonus in the amount set forth in the Summary Compensation Table below. See “—Summary Compensation Table.”

Equity Incentives—Gordmans Stores, Inc. 2009 Stock Option Plan

On May 7, 2009, each NEO other than Mr. Hall was granted a stock option grant (Mr. Hall had already expressed his intent to retire prior to the execution of the stock option grants) in connection with the Sun Capital Acquisition. All of these option grants vest 20% annually over the course of five years. The vested options become exercisable on the earlier of May 7, 2019, a change in control or the date on which the NEO’s employment terminates.

In connection with this offering, we expect that each NEO with a stock option grant under the 2009 Stock Option Plan will enter into an option termination agreement. Under the option termination agreement, a participant’s existing options will be terminated and in exchange the participant will receive the following awards under the 2010 Omnibus Equity Incentive Plan (described below): (1) 12 months from the date of the option termination agreement, vested restricted stock to replace the value of the participant’s vested options under the 2009 Stock Option Plan and unvested restricted stock to replace the value of the participant’s unvested options under the 2009 Stock Option Plan, with the same vesting schedule as that of the existing options; and (2) options in an amount to be determined by our Compensation Committee, with an exercise price equal to our initial public offering price, subject to time vesting at a rate of 20% per year over five years.

Equity Incentives—Gordmans Stores, Inc. 2010 Omnibus Equity Incentive Plan

We intend to adopt the Gordmans Stores, Inc. 2010 Omnibus Equity Incentive Plan, or the 2010 Plan, in connection with our initial public offering. The 2010 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock-based awards. Directors, officers and other associates of us and our subsidiaries, as well as others performing consulting or advisory services for us, will be eligible for grants under the 2010 Plan. The purpose of the 2010 Plan is to provide incentives that will attract, retain and motivate highly competent officers, directors, associates and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities. The following is a summary of the material terms of the 2010 Plan, but does not include all of the provisions of the 2010 Plan. For further information about the 2010 Plan, we refer you to the complete copy of the 2010 Plan, which we have filed as an exhibit to the registration statement, of which this prospectus is a part.

Administration.    The 2010 Plan provides for its administration by the Compensation Committee of our Board of Directors, any committee designated by our Board of Directors to administer the 2010 Plan or our Board of Directors. Among the committee’s powers are to determine the form, amount and other terms and conditions of awards, clarify, construe or resolve any ambiguity in any provision of the 2010 Plan or any award agreement, amend the terms of outstanding awards and adopt such rules, forms, instruments and guidelines for administering the 2010 Plan as it deems necessary or proper. All actions, interpretations and determinations by the committee or by our Board of Directors are final and binding.

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Shares Available.    The 2010 Plan makes available an aggregate of             shares of our common stock, subject to adjustments. In the event that any outstanding award expires, is forfeited, cancelled or otherwise terminated without consideration, shares of our common stock allocable to such award, including the unexercised portion of such award, shall again be available for purposes of the 2010 Plan. If any award is exercised by tendering shares of our common stock to us, either as full or partial payment, in connection with the exercise of such award under the 2010 Plan or to satisfy our withholding obligation with respect to an award, only the number of shares of our common stock issued net of such shares tendered will be deemed delivered for purposes of determining the maximum number of shares of our common stock then available for delivery under the 2010 Plan.

Eligibility for Participation.    Members of our Board of Directors, as well as associates of, and consultants to, us or any of our subsidiaries and affiliates are eligible to receive awards under the 2010 Plan. The selection of participants is within the sole discretion of the committee.

Types of Awards.    The 2010 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, collectively, the options, stock appreciation rights, shares of restricted stock, or the restricted stock, restricted stock units, rights to dividend equivalents and other stock-based awards, collectively, the awards. The committee will, with regard to each award, determine the terms and conditions of the award, including the number of shares subject to the award, the vesting terms of the award, and the purchase price for the award. Awards may be made in assumption of or in substitution for outstanding awards previously granted by us or our affiliates, or a company acquired by us or with which we combine.

Award Agreement.    Awards granted under the 2010 Plan shall be evidenced by award agreements, which need not be identical, that provide additional terms, conditions, restrictions and/or limitations covering the grant of the award, including, without limitation, terms providing for the acceleration of exercisability or vesting of awards in the event of a change in control or conditions regarding the participant’s employment, as determined by the committee in its sole discretion; provided, however, that in the event of any conflict between the provisions of the 2010 Plan and any such award agreement, the provisions of the 2010 Plan shall prevail.

Options.    An option granted under the 2010 Plan will enable the holder to purchase a number of shares of our common stock on set terms. Options shall be designated as either a nonqualified stock option or an incentive stock option. An option granted as an incentive stock option shall, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. None of us, including any of our affiliates or the committee, shall be liable to any participant or to any other person if it is determined that an option intended to be an incentive stock option does not qualify as an incentive stock option. Each option shall be subject to terms and conditions, including exercise price, vesting and conditions and timing of exercise, consistent with the 2010 Plan and as the committee may impose from time to time.

The exercise price of an option granted under the 2010 Plan will be determined by the committee and it is expected that the exercise price will not be less than 100% of the fair value of a share of our common stock on the date of grant, provided the exercise price of an incentive stock option granted to a person holding greater than 10% of our voting power may not be less than 110% of such fair value on such date. The committee will determine the term of each option at the time of grant in its discretion; however, the term may not exceed ten years or, in the case of an incentive stock option granted to a ten percent stockholder, five years.

Stock Appreciation Rights.    A stock appreciation right entitles the holder to receive, upon its exercise, the excess of the fair value of a specified number of shares of our common stock on the date of exercise over the grant price of the stock appreciation right. The payment of the value may be in the form of cash, shares of our common stock, other property or any combination thereof, as the committee determines in its sole discretion. Stock appreciation rights may be granted alone or in tandem with any option at the

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same time such option is granted, or a tandem SAR. A tandem SAR is only exercisable to the extent that the related option is exercisable and expires no later than the expiration of the related option. Upon the exercise of all or a portion of a tandem SAR, a participant is required to forfeit the right to purchase an equivalent portion of the related option, and vice versa. Subject to the terms of the 2010 Plan and any applicable award agreement, the grant price, which is not expected to be less than 100% of the fair value of a share of our common stock on the date of grant, term, methods of exercise, methods of settlement, and any other terms and conditions of any stock appreciation right shall be determined by the committee. The committee may impose such other conditions or restrictions on the exercise of any stock appreciation right as it may deem appropriate.

Restricted Stock.    The committee may, in its discretion, grant awards of restricted stock. Restricted stock may be subject to such terms and conditions, including vesting, as the committee determines appropriate, including, without limitation, restrictions on the sale or other disposition of such shares of our common stock. The committee may require the participant to deliver a duly signed stock power, endorsed in blank, relating to shares of our common stock covered by such an award. The committee may also require that the stock certificates evidencing such shares be held in custody or bear restrictive legends until the restrictions thereon shall have lapsed. Unless otherwise determined by the committee and set forth in the award agreement, a participant holding restricted stock will have the right to vote and receive dividends with respect to such restricted stock.

Restricted Stock Units.    The committee may, in its discretion, grant awards of restricted stock units, or RSUs. RSUs are awards that provide for the deferred delivery of a specified number of shares of our common stock. RSUs may be subject to such terms and conditions, including vesting, as the committee determines appropriate.

Dividend Equivalents.    The committee may, in its discretion, grant dividend equivalents based on the dividends declared on shares that are subject to any award. The grant of dividend equivalents shall be treated as a separate award. Such dividend equivalents shall be converted to cash or shares by such formula and at such time and subject to such limitations as may be determined by the committee. As determined by the committee, dividend equivalents granted with respect to any option or stock appreciation right may be payable regardless of whether such option or stock appreciation right is subsequently exercised.

Other Share-Based Awards.    The committee, in its discretion, may grant awards of shares of our common stock and awards that are valued, in whole or in part, by reference to, or are otherwise based on the fair market value of such shares—the other share-based awards. Such other share-based awards shall be in such form, and dependent on such conditions, as the committee shall determine, including, without limitation, the right to receive one or more shares of our common stock, or the equivalent cash value of such stock, upon completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Subject to the provisions of the 2010 Plan, the committee shall determine to whom and when other share-based awards will be made, the number of shares of our common stock to be awarded under, or otherwise related to, such other share-based awards, whether such other share-based awards shall be settled in cash, shares of our common stock or a combination of cash and such shares, and all other terms and conditions of such awards.

Transferability.    Except as otherwise determined by the committee, an award shall not be transferable or assignable by a participant except in the event of his death, subject to the applicable laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against us or any of our subsidiaries or affiliates. Any permitted transfer of the awards to heirs or legatees of a participant shall not be effective to bind us unless the committee has been furnished with written notice thereof and a copy of such evidence as the committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the 2010 Plan and any award agreement.

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Stockholder Rights.    Except as otherwise provided in the applicable award agreement, a participant has no rights as a stockholder with respect to shares of our common stock covered by any award until the participant becomes the record holder of such shares.

Adjustment of Awards.    Notwithstanding any other provision of the 2010 Plan, in the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, combination of shares of our common stock, exchange of shares of our common stock, dividend in kind, extraordinary cash dividend, or other like change in capital structure, other than normal cash dividends, to our stockholders, or any similar corporate event or transaction, the committee, to prevent dilution or enlargement of participants’ rights under the 2010 Plan, shall, in its sole discretion, as applicable, (a) adjust the number and kind of shares of stock or other securities that may be issued under the 2010 Plan, the number and kind of shares of our common stock or other securities subject to outstanding awards, and/or where applicable, the exercise price, base value or purchase price applicable to such awards; (b) grant a right to receive one or more payments of securities, cash and/or property, which right may be evidenced as an additional award under the 2010 Plan, in respect of any outstanding award; or (c) provide for the settlement of any outstanding award, other than a stock option or stock appreciation right, in such securities, cash and/or other property as would have been received had the award been settled in full immediately prior to such corporate event or transaction; provided, however, that in the case of an adjustment made in accordance with (b) or (c) above, the right to any securities, cash and/or property may be issued subject to the same vesting schedule as the outstanding award being adjusted; and provided, further, that any adjustment shall comply with Section 409A of the Code to the extent applicable. Should the vesting of any award be conditioned upon our attainment of performance conditions, our Board of Directors may make such adjustments to the terms and conditions of such awards and the criteria therein to recognize unusual and nonrecurring events affecting us or in response to changes in applicable laws, regulations or accounting principles.

In the event we are a party to a merger or consolidation or similar transaction, including a change in control, unless otherwise prohibited under applicable law or by the applicable rules and regulations of national securities exchanges or unless the committee determines otherwise in an award agreement, the committee is authorized, but not obligated, to make adjustments in the terms and conditions of outstanding awards, including, without limitation, the continuation or assumption of such outstanding awards under the 2010 Plan by us, if we are the surviving company or corporation, or by the surviving company or corporation or its parent; substitution by the surviving company or corporation or its parent of awards with substantially the same terms for such outstanding awards; accelerated exercisability, vesting and/or lapse of restrictions under all then outstanding awards immediately prior to the occurrence of such event; upon written notice, provided that any outstanding awards must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the committee, in either case contingent upon the consummation of the event, at the end of which period such awards shall terminate to the extent not so exercised within such period; and cancellation of all or any portion of outstanding awards for fair value, as determined in the sole discretion of the committee, which, in the case of options and stock appreciation rights, may equal the excess, if any, of the value of the consideration to be paid in the change in control transaction to holders of the same number of shares subject to such awards or, if no such consideration is paid, fair value of our shares of common stock subject to such outstanding awards or portion thereof being canceled, over the aggregate option price or grant price, as applicable, with respect to such awards or portion thereof being canceled.

Amendment and Termination.    Our Board of Directors may amend, alter, suspend, discontinue, or terminate the 2010 Plan or any portion thereof or any award, or award agreement, thereunder at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made (i) without stockholder approval if such approval is necessary to comply with any tax or regulatory

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requirement applicable to the 2010 Plan and (ii) without the consent of the participant, if such action would materially diminish any of the rights of any participant under any award granted to such participant under the 2010 Plan; provided, however, the committee may amend the 2010 Plan, any award or any award agreement in such manner as it deems necessary to permit the granting of awards meeting the requirements of applicable laws.

Compliance with Section 409A of the Code.    To the extent that the 2010 Plan and/or awards are subject to Section 409A of the Code, the committee may, in its sole discretion and without a participant’s prior consent, amend the 2010 Plan and/or awards, adopt policies and procedures, or take any other actions, including amendments, policies, procedures and actions with retroactive effect, as are necessary or appropriate to (a) exempt any award from the application of Section 409A, (b) preserve the intended tax treatment of any such award, or (c) comply with the requirements of Section 409A, United States Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date of the grant. The 2010 Plan shall be interpreted at all times in such a manner that the terms and provisions of the 2010 Plan and awards comply with Section 409A and any guidance issued thereunder. Neither we nor the committee has any obligation to take any action to prevent the assessment of any excise tax on any person with respect to any award under Section 409A, and none of us or any of our subsidiaries or affiliates, or any of our associates or representatives, has any liability to a participant with respect thereto.

Effective Date.    The 2010 Plan will become effective prior to the completion of this offering.

Additional Executive Benefits and Perquisites

We provide the following benefits to our executive officers on the same basis as other eligible associates:

• health insurance;

• vacation, personal holidays and sick days; and

• a 401(k) savings plan.

We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for associates. In addition, we offer a nonqualified deferred compensation plan to our executives and other associates as determined by the president and chief executive officer.

We also provide an automobile allowance to our President and Chief Executive Officer and our Vice President of Stores.

Retirement Plan Benefits

The company does not sponsor a defined benefit retirement plan as we do not believe that such a plan best serves the needs of our associates or the business at this time. The company sponsors a tax-qualified defined contribution retirement plan and a nonqualified defined contribution retirement plan. Participation in the qualified plan is available to associates who meet certain age and service requirements. Participation in the nonqualified plan is made available to associates who meet certain age, service, and job level requirements. Our executive officers participate in these plans based on these requirements.

401(k) Savings Plan

We offer a 401(k) savings plan that allows associates to defer a percentage of their income by making pretax contributions to the savings plan. The plan is available to all eligible associates, including our NEOs. Historically, we provided a matching contribution equal to 50% of associate deferrals up to a maximum of 4% of an associate’s base salary. As a result of the uncertain business climate, this match

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was discontinued in the fourth quarter of fiscal year 2008. However, because of our strong corporate financial performance, a discretionary award equal to 50% of the un-matched 2008 fourth quarter deferrals was subsequently accrued into fiscal year 2008 and received by the associate participants. Similarly, during fiscal year 2009, discretionary awards equal to 50% of the un-matched deferrals were paid subsequent to each respective quarter. Our company matching contribution has been reinstated for fiscal year 2010.

Nonqualified Deferred Compensation Plan

The nonqualified deferred compensation plan is available to certain officers, including our NEOs, and highly compensated or management associates selected by our President and Chief Executive Officer. The plan is unfunded for tax purposes and for purposes of ERISA. The plan permits a participant to elect contributions up to a maximum of 6% of his or her annual base salary. A company match may be made from time to time in such amount as may be determined by our Board of Directors. For fiscal year 2009, our Board of Directors decided not to make a company match. Participants’ accounts are credited with interest using a rate determined by an average composite of Moody’s Seasoned Corporate Bond Yield Index. The interest rate for fiscal year 2009 was 6.52%. Participants’ base salary deferrals and the related interest vest immediately. Payments from the accounts are triggered by a participant’s retirement or other termination of employment. In June 2010, our Board of Directors decided to terminate our nonqualified deferred compensation plan.

Employment Agreements and Severance and Change in Control Benefits

We have entered into an employment letter agreement with our President and Chief Executive Officer and severance and bonus agreements with certain of our NEOs that contain severance benefits and change in control provisions, the terms of which are described under the heading “—Compensation Tables—Agreements with, and Potential Payments to, Named Executive Officers.” We believe these severance and change in control benefits are essential elements of our executive compensation package and assist us in recruiting and retaining talented individuals. In addition, we may enter into employment agreements with certain other executive officers.

Accounting and Tax Considerations

In determining which elements of compensation are to be paid, and how they are weighted, we also take into account whether a particular form of compensation will be deductible under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Section 162(m) generally limits the deductibility of compensation paid to our NEOs to $1.0 million during any fiscal year unless such compensation is “performance-based” under Section 162(m). However, under a Section 162(m) transition rule for compensation plans or agreements of corporations which are privately held and which become publicly held in an initial public offering, compensation paid under a plan or agreement that existed prior to the initial public offering will not be subject to Section 162(m) until the earlier of (1) the expiration of the plan or agreement, (2) a material modification of the plan or agreement, (3) the issuance of all employer stock and other compensation that has been allocated under the plan, or (4) the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the year of the initial public offering (the “Transition Date”). After the Transition Date, rights or awards granted under the plan, other than options and stock appreciation rights, will not qualify as “performance-based compensation” for purposes of Section 162(m) unless such rights or awards are granted or vest upon pre-established objective performance goals, the material terms of which are disclosed to and approved by our stockholders.

Our compensation program is intended to maximize the deductibility of the compensation paid to our NEOs to the extent that we determine it is in our best interests. Consequently, we may rely on the exemption from Section 162(m) afforded to us by the transition rule described above for compensation paid pursuant to our pre-existing plans.

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Many other Code provisions, SEC regulations and accounting rules affect the payment of executive compensation and are generally taken into consideration as programs are developed. Our goal is to create and maintain plans that are efficient, effective and in full compliance with these requirements.

Compensation Tables

The purpose of the following tables is to provide information regarding the compensation earned during our most recently completed fiscal year by our NEOs.

Summary Compensation Table

The following table shows the compensation earned by our NEOs during the fiscal year ended January 30, 2010, referred to as fiscal year 2009.

Name and Principal Position	Year	Salary ($)		Bonus ($)(1)	Stock Awards ($)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)		Total ($)
Jeffrey J. Gordman President, CEO & Secretary	2009	575,000		—	—	669,371	1,500,000	7,467	9,457	(5)	2,761,295
Michael D. James Vice President, CFO & Treasurer	2009	200,000		200,000	—	133,874	170,000	1,008	4,900	(6)	709,782
Ronald K. Hall, Executive Vice President—Operations	2009	185,000		150,000	—	—	170,000	2,781	4,900	(6)	512,681
Debra A. Kouba, Vice President—Stores	2009	188,000		150,000	—	172,124	180,000	851	8,071	(7)	699,046
Johanna K. Lewis, Vice President & Chief Merchandising Officer	2009	187,500	(8)	—	—	95,624	240,000	—	34,740	(9)	557,864

⁽¹⁾ Represents payment of retention bonus in connection with the Sun Capital Acquisition. See “—Compensation Discussion and Analysis—Elements of Compensation—Retention Bonus Agreements.”

⁽²⁾ Reflects the aggregate grant date fair value of the 2009 stock option awards computed in accordance with FASB Topic 718. See Note L to our audited consolidated financial statements included elsewhere in this prospectus for the relevant assumptions underlying the valuation of our stock option awards. See “—Compensation Discussion and Analysis—Equity Incentives—Gordmans Stores, Inc. 2009 Stock Option Plan” for a more detailed discussion of our 2009 Stock Option Plan.

Footnotes continue on next page

⁽³⁾ Represents amounts earned for fiscal year 2009 under our performance-based cash incentive plan. See “—Compensation Discussion and Analysis—Performance-Based Cash Incentive Awards” for a more detailed discussion of the performance-based cash incentive plan.

⁽⁴⁾ Represents the amount by which earnings of 6.52% on each NEO’s nonqualified deferred compensation account balance exceeded 120% of the applicable federal long-term rate of 4.24%.

⁽⁵⁾ Represents $4,557 in automobile allowance and $4,900 in 401(k) company matching contributions.

⁽⁶⁾ Represents 401(k) company matching contributions.

⁽⁷⁾ Represents $4,900 in 401(k) company matching contribution and $3,171 automobile allowance.

⁽⁸⁾ Reflects Ms. Lewis’s annual base salary of $250,000 prorated from her hire date of May 11, 2009.

⁽⁹⁾ Represents reimbursement of moving related expenses.

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Grants of Plan-Based Awards

		Estimated Potential Payouts Under Non-Equity Incentive Plan Awards			Estimated Potential Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares or Stock Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Award Options ($)(3)
Name	Grant Date	Threshold ($)(1)	Target ($)	Maximum ($)(2)	Threshold ($)	Target ($)	Maximum ($)
Jeffrey J. Gordman	5/7/09	—	402,500	1,500,000	—	—	—	—	35,000	20.00	669,371
Michael D. James	5/7/09	11,200	73,600	170,000	—	—	—	—	7,000	20.00	133,874
Ronald K. Hall	—	10,360	68,080	170,000	—	—	—	—	—	—	—
Debra A. Kouba	5/7/09	10,528	69,180	180,000	—	—	—	—	9,000	20.00	172,124
Johanna K. Lewis	5/7/09	14,000	92,000	240,000	—	—	—	—	5,000	20.00	95,624

⁽¹⁾ At the threshold EBITDA level of $12.3 million, there is no payout related to the financial performance component of the incentive plan, however, payouts related to the individual performance component would be earned (assuming achievement of the individual performance component threshold of 75%). As EBITDA exceeds the threshold level, the payment linked to the financial performance component begins at zero and increases on a pro rata basis thereafter. Since Mr. Gordman did not have an individual performance component under his incentive plan, his payout is zero at the threshold EBITDA level of $12.3 million.

⁽²⁾ Reflects cash incentive bonus paid. Because our actual performance significantly exceeded the maximum corporate financial objectives established for fiscal year 2009, our Board of Directors approved bonus payments in excess of the corporate financial performance grid. See “—Compensation Discussion and Analysis—Performance Based Cash Incentive Awards” for more information.

⁽³⁾ Reflects the aggregate grant date fair value of the 2009 stock option awards computed in accordance with FASB Topic 718.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to the outstanding equity awards of each of our NEOs as of January 30, 2010.

Name	Grant Date(1)	Number Of Securities Underlying Unexercised Options (#) Exercisable	Number Of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number Of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($/Sh)	Option Expiration Date
Jeffrey J. Gordman	5/7/09	—	35,000	—	20.00	5/7/19
Michael D. James	5/7/09	—	7,000	—	20.00	5/7/19
Ronald K. Hall	—	—	—	—	—	—
Debra A. Kouba	5/7/09	—	9,000	—	20.00	5/7/19
Johanna K. Lewis	5/7/09	—	5,000	—	20.00	5/7/19

⁽¹⁾ Options vest at a rate of 20% per year over five years on September 17 of each year, with the exception of Ms. Lewis’s options, which vest on May 11 of each year. Vesting is subject to continued employment with us. After vesting, options become exercisable at the earlier of May 7, 2019, a change in control of the Company or the date on which the NEO’s employment terminates.

Option Exercises and Stock Vested

There were no options exercised in fiscal year 2009. None of our NEOs have stock awards.

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Pension Benefits

Our NEOs did not participate in or have account balances in any qualified or nonqualified defined benefit plans sponsored by us. Our Board of Directors or Compensation Committee may elect to adopt qualified or nonqualified benefit plans in the future if it determines that doing so is in our best interest.

Nonqualified Deferred Compensation

We provide a nonqualified deferred compensation plan for our executive officers. See “—Compensation Discussion and Analysis—Nonqualified Deferred Compensation Plan” for additional information. The following table provides the figures related to our Nonqualified Deferred Compensation Plan for fiscal year 2009.

Name	Executive Contributions In Last Fiscal Year ($)	Registrant Company Contributions In Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)(1)	Aggregate Withdrawals / Distributions ($)	Aggregate Balance At Last Fiscal Year ($)
Jeffrey J. Gordman	—	—	33,998	—	555,435
Michael D. James	—	—	4,591	—	75,005
Ronald K. Hall	—	—	12,661	—	206,848
Debra A. Kouba	—	—	3,873	—	63,272
Johanna K. Lewis	—	—	—	—	—

⁽¹⁾ Represents earnings of 6.52% on each NEO’s nonqualified deferred compensation account balance. The above-market portion of these earnings was included in the Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table.

Agreements with, and Potential Payments to, Named Executive Officers

The following summaries provide a description of the formalized agreements we have entered into with our NEOs covering the terms of their employment and/or potential severance benefits.

Jeffrey J. Gordman Employment Letter Agreement

We provided Mr. Gordman an employment letter agreement, dated as of October 16, 2008, setting forth the terms pursuant to which he serves as our President and Chief Executive Officer. Pursuant to the terms of the letter agreement, Mr. Gordman’s fiscal year 2009 annual base salary was set at $575,000. In addition to base salary, the letter agreement established his target cash incentive award at 65% of his base salary, which was increased to 70% in 2009 when the company match for the Nonqualified Deferred Compensation Plan was eliminated, with a maximum potential of 200% of his base salary. Mr. Gordman was provided the opportunity to participate in our 2009 Stock Option Plan as well as benefits programs consistent with our other NEOs. The employment letter agreement also states that if Mr. Gordman is terminated by us without cause, then, subject to his execution of a release of claims against us, he will receive: (i) 24 months of salary continuation if terminated prior to September 17, 2009; (ii) 18 months of salary continuation if terminated after September 17, 2009 but before September 17, 2010; (iii) 12 months of salary continuation if terminated after September 17, 2010; and (iv) continued medical and dental coverage until the end of the salary continuation period.

Severance Agreements

We are party to severance agreements, dated as of January 12, 2010, with each of our NEOs other than Messrs. Gordman and Hall (Mr. Gordman’s severance is addressed in his employment letter agreement and Mr. Hall had already expressed his intent to retire prior to the execution of the severance agreements). The severance agreements provide that (i) should an NEO be terminated without cause or

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(ii) within nine months of a change in control (a) the location of his or her place of work move more than 50 miles or (b) the position and scope of his or her responsibilities be significantly reduced, then, subject to execution of a release of claims against us, the NEO will receive salary continuation up to the earlier of six months or the date on which the NEO is employed by a third party and continued medical and dental coverage.

Bonus Agreements

In connection with the dividend of $15.00 per share of common stock that we paid in December 2009 (see the “Dividend Policy” section for more details), we entered into bonus agreements, dated as of January 18, 2010, with each of our NEOs other than Mr. Hall (Mr. Hall had already expressed his intent to retire prior to the execution of the bonus agreements). The bonus agreements provide each NEO a cash bonus in an aggregate amount equal to the amount the NEO would have received pursuant to the dividend if all of the NEO’s options had been vested and exercised as of the dividend record date. Under the bonus agreements, the cash bonus is payable only after the occurrence of a change in control (and therefore is not accrued in the financial statements) and is subject to a downward adjustment by the amount, if any, the strike price for the NEO’s options is greater than the fair market value of a share of our common stock on the date of the change in control, multiplied by the number of options held by the NEO. In connection with this offering, we expect that the bonus agreements will be amended to provide for accelerated payment upon the successful completion of this offering.

In connection with the dividend of $20.00 per share of common stock that we paid in June 2010, we entered into new bonus agreements with each of our NEOs other than Mr. Hall (who retired in April 2010). The bonus agreements are on the same terms as the bonus agreements issued in connection with the dividend of $15.00 per share of common stock (described above), as amended to provide for payment upon the successful completion of this offering.

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Potential Payments Upon Termination and Change in Control

The information below describes and quantifies certain compensation that would become payable under the employment letter agreement with our President and Chief Executive Officer and the severance and bonus agreements with certain of our NEOs, if, as of January 30, 2010, his or her employment with us terminated. The information below assumes that each NEO has executed a release of claims against us and has not procured third party employment. The information below excludes amounts that would be paid out from the NEOs’ accounts in our deferred compensation plan, as disclosed in “—Compensation Tables—Nonqualified Deferred Compensation” above. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event. Further, the information below does not incorporate the terms of any agreement entered into after January 30, 2010.

Name	Component	Without Cause($)	Change in Control($)	Change in Location or Responsibilities Following Change in Control($)
Jeffrey J. Gordman	Base Salary Continuation	862,500	—	862,500
	Value of Bonus	—	525,000	—
	Vesting of Equity Awards(1)	—	5,982,900	—
	Total Severance	862,500	6,507,900	862,500
Michael D. James	Base Salary Continuation	100,000	—	100,000
	Value of Bonus	—	105,000	—
	Vesting of Equity  Awards(1)	—	1,196,580	—
	Total Severance	100,000	1,301,580	100,000
Ronald K. Hall	Base Salary Continuation	—	—	—
	Value of Bonus	—	—	—
	Vesting of Equity Awards(1)	—	—	—
	Total Severance	—	—	—
Debra A. Kouba	Base Salary Continuation	94,000	—	94,000
	Value of Bonus	—	135,000	—
	Vesting of Equity Awards(1)	—	1,538,460	—
	Total Severance	94,000	1,673,460	94,000
Johanna K. Lewis	Base Salary Continuation	125,000	—	125,000
	Value of Bonus	—	75,000	—
	Vesting of Equity Awards(1)	—	854,700	—
	Total Severance	125,000	929,700	125,000

⁽¹⁾ Represents an estimated value of $190.94 per share as of January 30, 2010, less the exercise price of $20.00 per share.

Director Compensation

See “Management—Corporate Governance—Director Compensation.”

Director and Officer Indemnification and Limitation of Liability

Our amended and restated bylaws will provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware General Corporation Law. In addition, our amended and restated certificate of incorporation will provide that our directors will not be liable for monetary damages for breach of fiduciary duty, except as otherwise provided by Delaware law.

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In addition, prior to the completion of this offering, we will enter into indemnification agreements with each of our executive officers and directors. The indemnification agreements will provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law. We will also enter into an indemnification priority agreement with affiliates of Sun Capital to clarify the priority of advancement of expenses and indemnification obligations among us, our subsidiaries and any of our directors appointed by affiliates of Sun Capital and other related matters.

There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of June 4, 2010 regarding the beneficial ownership of our common stock (1) immediately prior to and (2) as adjusted to give effect to this offering by:

• each person or group who is known by us to own beneficially more than 5% of our outstanding shares of our common stock;

• each of our named executive officers;

• each of our directors and each director nominee;

• all of our executive officers and directors as a group; and

• each selling stockholders.

For further information regarding material transactions between us and certain of our stockholders, see “Certain Relationships and Related Party Transactions.”

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Common stock subject to options that are currently exercisable or exercisable within 60 days of April 30, 2010 are deemed to be outstanding and beneficially owned by the person holding the options. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership prior to the offering is based on 1,000,000 shares of common stock outstanding as of April 30, 2010. Percentage of beneficial ownership after the offering is based on          shares of common stock to be outstanding after the completion of this offering, assuming no exercise of the option to purchase additional shares, or         shares, assuming full exercise of the option to purchase additional shares. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o Gordmans Stores, Inc., 12100 West Center Road, Omaha, Nebraska 68144.

	Shares Beneficially Owned Prior to This Offering			Shares To Be Sold in This Offering Assuming No Exercise of Overallotment	Shares To Be Sold In This Offering Assuming Full Exercise of Overallotment Option	Shares Beneficially Owned After This Offering Assuming No Exercise of Overallotment Option		Shares Beneficially Owned After This Offering Assuming Full Exercise of Overallotment Option
Name	Number	Percent		Number	Number	Number	Percent	Number	Percent
5% stockholder/selling stockholders:
Sun Gordmans, LP(1)	998,824	99.9	%
H.I.G. Sun Partners, Inc.(2)	1,176	*
Named Executive Officers and Directors:
Jeffrey J. Gordman(3)	7,000	*		—	—	7,000	*	7,000	*
Ronald K. Hall	—	—		—	—	—	—	—	—
Michael D. James(3)	1,400	*		—	—	1,400	*	1,400	*
Debra A. Kouba(3)	1,800	*		—	—	1,800	*	1,800	*
Johanna K. Lewis(3)	1,000	*		—	—	1,000	*	1,000	*
Donald V. Roach(4)	—	—		—	—	—	—	—	—
Thomas V. Taylor(4)	—	—		—	—	—	—	—	—
Brian J. Urbanek(4)	—	—		—	—	—	—	—	—
All Executive Officers and Directors as a group (10 persons)(3)	14,000	1.4		—	—	14,000		14,000

footnotes on following page

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* Indicates less than one percent.

⁽¹⁾ Sun Gordmans, LP (“Sun Gordmans”) is a wholly owned subsidiary of Sun Capital Partners V, L.P. Messrs. Marc J. Leder and Rodger R. Krouse each own 50% of the membership interests in Sun Capital Partners V, Ltd. (“Sun Partners V Ltd”), which in turn is the general partner of Sun Capital Advisors V, L.P. (“Sun Advisors V”), which in turn is the general partner of Sun Capital Partners V, L.P. (“Sun Partners V LP”). As a result, Messrs. Leder and Krouse, Sun Partners V Ltd, Sun Advisors V and Sun Partners V LP may be deemed to have indirect beneficial ownership of the securities owned directly by Sun Gordmans. Each of Messrs. Leder and Krouse, Sun Partners V Ltd, Sun Advisors V and Sun Partners V LP expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest. The business address for Sun Gordmans is c/o Sun Capital Partners, Inc., 5200 Town Center Circle, Suite 600, Boca Raton, FL 33486.

⁽²⁾ Sun Gordmans has the power to vote the shares held by H.I.G. Sun Partners, Inc. The business address for H.I.G. Sun Partners, Inc. is 1001 Brickell Bay Drive, 27^th Floor, Miami, FL 33131.

⁽³⁾ Represents vested options that are exercisable upon termination of employment, among other events.

⁽⁴⁾ Messrs. Roach, Taylor and Urbanek are employees of Sun Capital Partners, Inc., an affiliate of Sun Gordmans. Messrs. Roach, Taylor and Urbanek are not the beneficial owners of the stock held by Sun Gordmans. The business address for each of Messrs. Roach, Taylor and Urbanek is c/o Sun Capital Partners, Inc., 5200 Town Center Circle, Suite 600, Boca Raton, FL 33486.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than the employment letter agreement, severance agreements and bonus agreements which are described under “Executive Compensation,” and the transactions described below, since February 4, 2007, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities or any member of the immediate family of the foregoing persons had or will have a direct or indirect material interest.

Merger Agreement

On September 5, 2008, an affiliate of Sun Capital, Midwest Shoppes Intermediate Holding Corp. (“Midwest Shoppes”), a direct, wholly owned subsidiary of us, entered into a merger agreement pursuant to which Midwest Shoppes acquired 100% of the outstanding common shares of Gordmans, Inc., through a merger of Gordmans, Inc. with Midwest Shoppes Integrated, Inc., a direct wholly owned subsidiary of Midwest Shoppes. Gordmans, Inc. was the surviving entity of the merger. Midwest Shoppes subsequently changed its name to Gordmans Intermediate Holding Corp. and is owned by Gordmans Stores, Inc. The consideration for Gordmans, Inc. was approximately $55.7 million, mainly consisting of $32.5 million of proceeds from debt issuance and a $20.0 million capital contribution from Sun Capital, subject to customary adjustments for transaction expenses, indebtedness and certain tax liabilities. The merger agreement provided that, to the extent received by us after the Sun Capital Acquisition, certain receivables relating to time periods prior to the Sun Capital Acquisition in the aggregate amount of approximately $2.8 million would be distributed to our former stockholders on a pro rata basis. Pursuant to the merger agreement, we paid the fees, costs and expenses incurred by Sun Capital in connection with the Sun Capital Acquisition.

The merger agreement contains negotiated representations and warranties and covenants of each of Gordmans, Inc. and affiliates of Sun Capital and provides for indemnification of Sun Capital by our former stockholders in the event of a breach of these covenants and certain of these representations and warranties. Indemnification claims may only be brought with respect to breaches of certain fundamental representations (including those relating to our corporate existence, authority to enter into the merger agreement, capitalization, title to assets, employee benefit plans, tax matters, brokerage, environmental transactions and affiliate transactions). The fundamental representations and the covenants of the parties continue in full force and effect indefinitely or for the shorter period specified in the merger agreement. Our former stockholders must also indemnify Sun Capital for any losses suffered by Sun Capital relating to transaction expenses of our former stockholders, certain tax liabilities, certain indebtedness, expenses relating to the cancellation of our options outstanding prior to the Sun Capital Acquisition and claims by our former equityholders in their capacity as such. Except in the case of fraud, the aggregate indemnification obligations of our former stockholders are limited to $27.6 million. Sun Capital has not brought an indemnification claim against our former stockholders as of the date of this prospectus.

Sun Capital Consulting Agreement

In connection with the Sun Capital Acquisition, we entered into a consulting agreement with Sun Capital Partners Management V, LLC (“Sun Capital Management”), an affiliate of Sun Capital, that expires in September 2018, with automatic one-year extensions thereafter. Sun Capital Management may terminate the agreement at any time. Under this agreement, Sun Capital Management provides us with consulting and advisory services, including services relating to financing alternatives, financial reporting, accounting and management information systems. Under the consulting agreement, we reimburse Sun Capital Management for reasonable out-of-pocket expenses incurred in connection with providing us consulting and advisory services and also pay an annual consulting fee equal to the greater of (1) $750,000 per fiscal year and (2) the lesser of (x) 8% of our EBITDA and (y) $1.5 million per fiscal year. These consulting fees are payable quarterly in advance. We incurred annual consulting fees of $825,000 for the

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136 days ended January 31, 2009. In fiscal year 2009, we incurred consulting fees of $1.5 million. We incurred consulting fees of $938,000 for the 91 days ended May 1, 2010. Upon the consummation of refinancings, restructurings, equity or debt offerings (including the issuance of our common stock contemplated hereby), dividends and distributions, repurchases of any of our securities, acquisitions, mergers, consolidations, business combinations, sales and divestitures, we are also required to pay Sun Capital Management a transaction fee in an amount equal to 1% of the aggregate value of any such transaction. In connection with the dividend we paid to our stockholders in December 2009, we paid Sun Capital Management $150,000 in transaction consulting fees. In connection with the dividend we paid to our stockholders in June 2010, we paid Sun Capital Management $200,000 in transaction consulting fees. See “Dividend Policy.” In connection with this initial public offering, we plan to pay Sun Capital Management $             for termination of the consulting agreement and $             in transaction consulting fees. See “Use of Proceeds.”

Sun Capital Services Agreement

In connection with this offering, we intend to enter into a Services Agreement with Sun Capital Management to (i) reimburse Sun Capital Management for out-of-pocket expenses incurred in providing consulting services to us and (ii) provide Sun Capital Management with customary indemnification for any such services.

Securityholders’ Agreement

In connection with the Sun Capital Acquisition we entered into a securityholders’ agreement with our stockholders. Among other things, the securityholders’ agreement includes the following terms:

Voting Agreement and Proxy.    Each minority stockholder agrees to vote all of our securities owned by him, her or it in the manner specified by Sun Gordmans with respect to (i) any transfer of all or substantially all of our assets to an unaffiliated party, (ii) any acquisition, merger or consolidation involving an unaffiliated party, (iii) the election of the members of our Board of Directors and (iv) any other matter on which the stockholders of a Delaware corporation generally have a right to vote or which was submitted to a vote of our stockholders. Each minority stockholder granted Sun Gordmans an irrevocable proxy in connection with such voting agreement.

Public Offering.    In the event our Board of Directors approves a public offering, each minority stockholder agrees to vote for, consent to, and take all desirable actions in connection with, such public offering.

Transfer Restrictions.    Shares of our stock held by minority stockholders are subject to certain restrictions on transfer, including our option and the option of Sun Gordmans to purchase shares offered for sale.

Tag-Along Rights; Drag-Along Rights.    Our minority stockholders have “tag-along” rights and Sun Gordmans has “drag-along” rights.

Repurchase Options.    We and Sun Gordmans have repurchase options under certain conditions, including upon an associate stockholder’s separation from us.

Termination.    Sun Gordmans has the right, in its sole discretion, to terminate all or any portion of the securityholders’ agreement immediately prior to the effectiveness of the registration statement relating to this offering. Sun Gordmans plans to exercise this right and terminate the securityholders’ agreement.

Registration Agreement

In connection with the Sun Capital Acquisition, we entered into a registration agreement with Sun Gordmans and certain other investors identified on the signature pages thereto, pursuant to which Sun Gordmans has the right, on an unlimited number of occasions, to demand that we register shares of our

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common stock under the Securities Act, subject to certain limitations. In addition, the parties thereto are entitled to piggyback registration rights with respect to the registration of shares of our common stock. In the event that we propose to register any shares under the Securities Act either for our own account or for the account of any of our stockholders, the parties thereto having piggyback registration rights are entitled to receive notice of such registration and to include additional shares of our common stock in any such registration, subject to customary cutbacks and other limitations.

These registration rights are subject to conditions and limitations, among them the right of the underwriters of an offering to limit the number of shares of our common stock held by such stockholders to be included in such registration. We are generally required to bear all expenses of such registration (other than underwriting discounts and commissions). We, Sun Gordmans and the other investors, agreed to not effect any public sale or distribution of equity securities during the period commencing seven days before the effective date of such registration and ending 180 days thereafter, and the other holders of securities with registration rights may not make any public sale or distribution (including sales pursuant to Rule 144) during the period commencing seven days before the effective date of such registration and ending 90 days thereafter, unless, in each case, the underwriters managing the registered public offering otherwise agree. In connection with each of these registrations, we have agreed to indemnify the holders of registrable securities against certain liabilities under the Securities Act.

Employment and Other Agreements with Management

We have entered into an employment agreement with Mr. Gordman, our President and Chief Executive Officer, and a bonus agreement and severance agreement with certain of our named executive officers. For more information regarding these agreements, see “Executive Compensation—Compensation Tables—Agreements with, and Potential Payments to, Named Executive Officers.”

Leases with Related Parties

We have entered into lease agreements for our Lincoln, Nebraska retail store location and our corporate office with A. G. Realty, an organization owned in part by certain stockholders of the Predecessor. The lease for the Lincoln, Nebraska retail store location has been in existence for 41 years and expires in October 2010. The lease will not be renewed as this retail store will be relocated in the fall of 2010. The lease for our corporate office was in effect for 43 years when it expired in 2009, at which time a new five year lease was executed that expires in 2014. This lease contains an option to renew for another five year period. Rent paid in fiscal 2009 for the Lincoln, Nebraska retail store and our corporate office was $175,200 and $419,400, respectively.

Amended and Restated Certificate of Incorporation

Our amended and restated certificate of incorporation will provide that for so long as affiliates of Sun Capital own 30% or more of our outstanding shares of common stock, they will have the right to designate a majority of our Board of Directors. For so long as Sun Capital has the right to designate a majority of our Board of Directors, the directors designated by affiliates of Sun Capital are expected to constitute a majority of each committee of our Board of Directors (other than the Audit Committee) and the chairman of each of the committees (other than the Audit Committee) is expected to be a director serving on such committee who is selected by affiliates of Sun Capital, provided that, at such time as we are not a “controlled company” under the Nasdaq Global Select Market corporate governance standards, our committee membership will comply with all applicable requirements of those standards and a majority of our Board of Directors will be “independent directors,” as defined under the rules of the Nasdaq Global Select Market.

Statement of Policy Regarding Transactions with Related Persons

In connection with this offering, we will adopt a written statement of policy with respect to related party transactions, which is administered by our             . Under our related party transaction policy, a “Related

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Party Transaction” is any transaction, arrangement or relationship between us or any of our subsidiaries and a Related Person not including any transactions involving less than $             when aggregated with all similar transactions, or transactions that have received pre-approval of our Audit Committee. A “Related Person” is any of our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of our stock or securities exchangeable for our stock, any immediate family member of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is an executive officer, a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest in such entity.

Pursuant to our related party transaction policy, a Related Party Transaction may only be consummated or may only continue if:

• our                  approves or ratifies such transaction in accordance with the terms of the policy; or

• the chair of our                  pre-approves or ratifies such transaction and the amount involved in the transaction is less than $            , provided that for the Related Party Transaction to continue it must be approved by our Audit Committee at its next regularly scheduled meeting.

If advance approval of a Related Party Transaction is not feasible, then that Related Party Transaction will be considered and, if our                  determines it to be appropriate, ratified, at its next regularly scheduled meeting. If we decide to proceed with a Related Party Transaction without advance approval, then the terms of such Related Party Transaction must permit termination by us without further material obligation in the event our ratification is not forthcoming at our next regularly scheduled meeting.

Transactions with Related Persons, though not classified as Related Party Transactions by our related party transaction policy and thus not subject to its review and approval requirements, may still need to be disclosed if required by the applicable securities laws, rules and regulations.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon completion of this offering. The following description may not contain all of the information that is important to you. To understand them fully, you should read our amended and restated certificate of incorporation and amended and restated bylaws, copies of which are or will be filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

Authorized Capitalization

Our authorized capital stock consists of 2,900,000 shares of common stock, par value $0.001 per share and 100,000 shares of preferred stock, par value $0.001 per share. On April 30, 2010, there were 1,000,000 shares of our common stock outstanding, held of record by two stockholders and no shares of preferred stock outstanding. Following completion of this offering, there will be      shares of our common stock outstanding.

As of April 30, 2010, there were 83,000 shares of our common stock subject to outstanding options, 70,000 of which were non-vested and 13,000 of which were vested.

Common stock

Voting Rights

Each share of common stock entitles the holder to one vote with respect to each matter presented to our stockholders on which the holders of common stock are entitled to vote. Our common stock will vote as a single class on all matters relating to the election and removal of directors on our Board of Directors and as provided by law. Holders of our common stock will not have cumulative voting rights. Except in respect of matters relating to the election of directors, or as otherwise provided in our amended and restated certificate of incorporation or required by law, all matters to be voted on by our stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter. In the case of the election of directors, all matters to be voted on by our stockholders must be approved by a plurality of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors.

Dividend Rights

The holders of our outstanding shares of common stock are entitled to receive dividends, if any, as may be declared from time to time by our Board of Directors out of legally available funds. Because we are a holding company, our ability to pay dividends on our common stock is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the agreements governing our indebtedness. See “Description of Certain Indebtedness.” See also “Dividend Policy.”

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of our debts and other liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock.

Other Rights

Our stockholders will have no preemptive, conversion or other rights to subscribe for additional shares. All outstanding shares are, and all shares offered by this prospectus will be, when sold, validly issued,

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fully paid and nonassessable. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Listing

We intend to apply to have our common stock approved for listing on the Nasdaq Global Select Market under the symbol GMAN.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be                    .

Preferred Stock

Our amended and restated certificate of incorporation will authorize our Board of Directors to provide for the issuance of shares of preferred stock in one or more series and to fix the preferences, powers and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including the dividend rate, conversion rights, voting rights, redemption rights and liquidation preference and to fix the number of shares to be included in any such series without any further vote or action by our stockholders. Any preferred stock so issued may rank senior to our common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up, or both. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including the loss of voting control to others. At present, we have no plans to issue any preferred stock.

Board Composition

Our amended and restated certificate of incorporation will provide that for so long as affiliates of Sun Capital own 30% or more of our outstanding shares of common stock, they will have the right to designate a majority of our Board of Directors. For so long as Sun Capital has the right to designate a majority of our Board of Directors, the directors designated by affiliates of Sun Capital are expected to constitute a majority of each committee of our Board of Directors (other than the Audit Committee) and the chairman of each of the committees (other than the Audit Committee) is expected to be a director serving on such committee who is selected by affiliates of Sun Capital, provided that, at such time as we are not a “controlled company” under the Nasdaq Global Select Market corporate governance standards, our committee membership will comply with all applicable requirements of those standards and a majority of our Board of Directors will be “independent directors,” as defined under the rules of the Nasdaq Global Select Market.

Corporate Opportunity

Our amended and restated certificate of incorporation will provide that the doctrine of “corporate opportunity” will not apply against Sun Capital, or any of our directors who are associates of, or affiliated with, Sun Capital, in a manner that would prohibit them from investing in competing businesses or doing business with our clients or guests. See “Risk Factors—Risks Related to this Offering and Ownership of our Common Stock—We are a ‘controlled company,’ controlled by investment funds managed by affiliates of Sun Capital whose interests in our business may be different from yours.”

Antitakeover Effects of Delaware Law and Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Our amended and restated certificate of incorporation and amended and restated bylaws will also contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or

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inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our Board of Directors the power to discourage acquisitions that some stockholders may favor.

Undesignated Preferred Stock

The ability to authorize undesignated preferred stock will make it possible for our Board of Directors to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our Company.

Classified Board of Directors

Our amended and restated certificate of incorporation will provide that our Board of Directors will be divided into three classes, with each class serving three-year staggered terms. In addition, under the General Corporation Law of the State of Delaware (DGCL), directors serving on a classified board of directors may only be removed from the board of directors with cause and by an affirmative vote of the majority of our common stock. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our Company.

Requirements for Advance Notification of Stockholder Meetings

Our amended and restated certificate of incorporation will provide that special meetings of the stockholders may be called only upon a resolution approved by a majority of our Board of Directors then in office.

Requirements for Nominations and Proposals at Stockholder Meetings

Our amended and restated bylaws will prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. Our amended and restated bylaws will also provide that nominations of persons for election to our Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the notice of meeting (1) by or at the direction of our Board of Directors or (2) provided that our Board of Directors has determined that directors shall be elected at such meeting, by any stockholder who (i) is a stockholder of record both at the time the notice is delivered and on the record date for the determination of stockholders entitled to vote at the special meeting, (ii) is entitled to vote at the meeting and upon such election, and (iii) complies with the notice procedures set forth in our amended and restated bylaws. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our Company.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our Company’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will provide that any action required or permitted to be taken by our stockholders may be effected at a duly called annual or special meeting of our stockholders and may not be effected by consent in writing by such stockholders.

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Business Combinations with Interested Stockholders

We will elect in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we will not be subject to any anti-takeover effects of Section 203. However, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203, except that they will provide that both Sun Capital and any persons to whom Sun Capital sells their common stock will be deemed to have been approved by our Board of Directors, and thereby not subject to the restrictions set forth in our amended and restated certificate of incorporation that have the same effect as Section 203.

Requirements for Amendments to our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Our amended and restated certificate of incorporation will provide that our amended and restated bylaws may be adopted, amended, altered or repealed by (i) the vote of a majority of directors then in office or (ii) the vote of 66 2/3% of holders of all of our outstanding capital stock entitled to vote generally in the election of directors.

Our amended and restated certificate of incorporation will provide that Articles Six, Seven, Eight, Ten, Eleven and Twelve may only be amended, altered, changed or repealed by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of our outstanding shares of capital stock entitled to vote generally in the election of directors. Our amended and restated certificate of incorporation will also provide that Article Nine, which deals with corporate opportunity, may only be amended, altered or repealed by a vote of 80% of the voting power of all of our shares of common stock then outstanding. See “—Corporate Opportunity.”

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Gordmans, Inc. is the borrower under a loan, guaranty and security agreement dated as of February 20, 2009, as amended from time to time thereafter, with Wells Fargo Retail Finance, LLC as agent and a lender and certain other lenders party thereto from time to time. Gordmans Distribution Company, Inc., Gordmans Management Company, Inc., Gordmans Stores, Inc. and Gordmans Intermediate Holdings Corp. are all guarantors under the loan agreement. The loan agreement provides an equipment term loan in the original principal amount of $2.0 million (the “equipment term loan”), which was used to refinance existing indebtedness. In addition, the loan agreement originally provided a revolving line of credit facility for general working capital needs of up to $63.0 million, which was increased to $78.0 million on March 31, 2009 (the “revolving line of credit facility”). The description below includes the terms of the fourth amendment to the loan agreement, which will be effective upon the successful completion of this offering.

Revolving Line of Credit Facility

The revolving line of credit facility is available for working capital and other general corporate purposes and is scheduled to expire on February 20, 2013. The revolving line of credit facility contains a sub-facility for swing line loans equal to at least $7.5 million and a sub-facility for standby and documentary letters of credit up to a maximum of $15.0 million.

At January 30, 2010, we had no borrowings outstanding under our revolving line of credit facility and excess availability of $22.9 million, including letters of credit issued with an aggregate face amount of $5.4 million.

Interest is payable on borrowings under the revolving line of credit facility monthly at a rate equal to LIBOR or the base rate, plus an applicable margin, as selected by management. The applicable margin is as follows:

• For LIBOR advances:

— During a non-seasonal borrowing period, 4.00% per annum or 3.75% per annum if excess availability is $20.0 million or greater, and

— During a seasonal borrowing period, 4.75% per annum or 4.50% per annum if excess availability is $20.0 million or greater.

• For base rate advances:

— During a non-seasonal borrowing period, 3.00% per annum or 2.75% per annum if excess availability is $20.0 million or greater, and

— During a seasonal borrowing period, 3.75% per annum or 3.50% per annum if excess availability is $20.0 million or greater.

The seasonal borrowing period is a 105-day period that commences each year after delivery by us of notice thereof and must commence, if at all, at some time between July 1st and August 31st.

Letters of credit issued under the revolving line of credit facility are subject to the following fee payable monthly:

• For standby letters of credit, 4.00% per annum or 3.75% per annum if excess availability is $20.0 million or greater.

• For documentary letters of credit, 3.50% per annum or 3.25% per annum if excess availability is $20.0 million or greater.

An unused line fee is payable quarterly in an amount equal to 0.50% of the sum of the average daily unused revolving commitment plus the average daily unused letter of credit commitment. A customary fee is also payable to the administrative agent under the loan agreement on an annual basis.

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The availability of the revolving line of credit facility is subject to a borrowing base, which is compromised of the following:

• 90% of eligible credit card receivables, plus

• During a seasonal borrowing period, 95% of the net liquidation value of eligible landed inventory and during a non-seasonal borrowing period, 90% of the net liquidation value of eligible landed inventory, plus

• The lowest of:

— During a seasonal borrowing period, 95% of the net liquidation value of eligible distribution center inventory and during a non-seasonal borrowing period, 90% of the net liquidation value of eligible distribution center inventory, and

— $15.0 million, plus

• The lowest of:

— During a seasonal borrowing period, 95% of the net liquidation value of eligible in-transit inventory and during a non-seasonal borrowing period, 90% of the net liquidation value of eligible in-transit inventory, and

— $5.0 million, less

• Certain reserves that can be imposed by the administrative agent under the Loan Agreement, in its permitted discretion, including, but not limited to, reserves for landlord liens, guest liabilities and inventory.

Equipment Term Loan

The equipment term loan was fully drawn in a single draw on the closing date. It matures on February 20, 2012 and amortizes in 36 equal monthly installments. Interest is payable on the equipment term loan monthly at a per annum rate equal to the base rate plus 4.00%.

Other Terms of the Loan Agreement

All obligations under the loan agreement are guaranteed by Gordmans Stores, Inc. and its existing and future subsidiaries (other than Gordmans, Inc., the borrower) and secured by a lien on substantially all of the assets of Gordmans Stores, Inc. and its existing and future subsidiaries. Our collection accounts are subject to a daily sweep into concentration accounts and these concentration accounts are subject to springing cash dominion in favor of the administrative agent upon an event of default or excess availability falling below $20 million.

The loan agreement requires us to maintain minimum excess availability equal to the greater of 12.5% of the weekly borrowing base and $6.0 million; provided that during a seasonal borrowing period, we must maintain minimum excess availability equal to the greater of (i) 15% of the lesser of (x) the borrowing base and (y) the revolving commitment and (ii) $8 million. The loan agreement also prohibits the making of capital expenditures in any fiscal year in excess of $25 million.

In addition, the loan agreement includes negative covenants that, subject to exceptions, limit our ability to, among other things:

• incur additional indebtedness;

• create liens on assets;

• engage in mergers, consolidations, liquidations and dissolutions;

• sell assets (including pursuant to sale leaseback transactions);

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• pay consulting fees, dividends and distributions or repurchase its capital stock;

• make investments (including acquisitions), loans, or advances;

• prepay certain junior indebtedness;

• engage in certain transactions with affiliates;

• amend material agreements governing certain junior indebtedness; and

• change our lines of business.

The loan agreement includes certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, material judgments, the invalidity of material provisions of the loan agreement and documentation entered into in connection therewith, the failure of collateral under the security documents for the facilities under the loan agreement and a change of control. If an event of default occurs, the lenders under the loan agreement will be entitled to take various actions, including the acceleration of all amounts due under the loan agreement and all actions permitted to be taken by a secured creditor.

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SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of our common stock. No prediction can be made as to the effect, if any, future sales of shares, or the availability of shares for future sales, will have on the market price of our common stock prevailing from time to time. The sale of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our common stock.

Sale of Restricted Shares

Upon completion of this offering, we will have              shares of common stock outstanding. Of these shares of common stock, the              shares of common stock being sold in this offering, plus any shares sold by us or the selling stockholders upon exercise of the underwriters’ option to purchase additional shares, will be freely tradable without restriction under the Securities Act, except for any such shares which may be held or acquired by an “affiliate” of ours, as that term is defined in Rule 144 promulgated under the Securities Act, which shares will be subject to the volume limitations and other restrictions of Rule 144 described below. The remaining              shares of common stock held by our existing stockholders upon completion of this offering will be “restricted securities,” as that phrase is defined in Rule 144, and may be resold only after registration under the Securities Act or pursuant to an exemption from such registration, including, among others, the exemptions provided by Rule 144 and 701 under the Securities Act, which rules are summarized below. These remaining shares of common stock held by our existing stockholders upon completion of this offering will be available for sale in the public market after the expiration of the lock-up agreements described in the “Underwriting” section, taking into account the provisions of Rules 144 and 701 under the Securities Act.

Rule 144

The SEC adopted amendments to Rule 144 which became effective on February 15, 2008. Under these amendments, persons who became the beneficial owner of shares of our common stock prior to the completion of this offering may not sell their shares until the earlier of (1) the expiration of a six-month holding period, if we have been subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and have filed all required reports for at least 90 days prior to the date of the sale, or (2) a one-year holding period.

At the expiration of the six-month holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our common stock provided current public information about us is available, and a person who was one of our affiliates at any time during the three months preceding a sale would be entitled to sell within any three-month period only a number of shares of common stock that does not exceed the greater of either of the following:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately                      shares immediately after this offering, based on the number of shares of our common stock outstanding as of                     , 2010; or

• the average weekly trading volume of our common stock on                      during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our common stock without restriction. A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.

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Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

In general, under Rule 701, any of our associates, directors, officers, consultants or advisors who purchased shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares in reliance upon Rule 144 beginning 90 days after the date of this prospectus. If such person is not an affiliate, the sale may be made subject only to the manner-of-sale restrictions of Rule 144. If such a person is an affiliate, the sale may be made under Rule 144 without compliance with its one-year minimum holding period, but subject to the other Rule 144 restrictions.

Stock Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock issued or reserved for issuance under the 2010 Plan. The first such registration statement is expected to be filed soon after the date of this prospectus and will automatically become effective upon filing with the SEC. Accordingly, shares registered under such registration statement will be available for sale in the open market following the effective date, unless such shares are subject to vesting restrictions with us, Rule 144 restrictions applicable to our affiliates or the lock-up restrictions described below.

Lock-Up Agreements

We, each of our officers and directors and the selling stockholders have agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any of the shares of common stock or securities convertible into or exchangeable for, or that represent the right to receive, shares of common stock during the period from the date of the underwriting agreement to be executed by us in connection with this offering continuing through the date that is 180 days after the date of the underwriting agreement, except with the prior written consent of Piper Jaffray. See “Underwriting.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS

The following is a summary of material U.S. federal income tax consequences of the purchase, ownership and disposition of our common stock to a non-U.S. holder that purchases shares of our common stock in this offering. For purposes of this summary, a “non-U.S. holder” means a beneficial owner of our common stock that is, for U.S. federal income tax purposes:

• a nonresident alien individual;

• a foreign corporation (or entity treated as a foreign corporation for U.S. federal income tax purposes); or

• a foreign estate or foreign trust.

In the case of a holder that is classified as a partnership for U.S. federal income tax purposes, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partner and the partnership. If you are a partner in a partnership holding our common stock, then you should consult your own tax advisor.

This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. We cannot assure you that a change in law, possibly with retroactive application, will not alter significantly the tax considerations that we describe in this summary. We have not sought and do not plan to seek any ruling from the U.S. Internal Revenue Service, which we refer to as the IRS, with respect to statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with our statements and conclusions.

This summary does not address all aspects of U.S. federal income taxes that may be relevant to non-U.S. holders in light of their personal circumstances, and does not deal with federal taxes other than the U.S. federal income tax or with non-U.S., state or local tax considerations. Special rules, not discussed here, may apply to certain non-U.S. holders, including:

• U.S. expatriates;

• controlled foreign corporations;

• passive foreign investment companies; and

• investors in pass-through entities that are subject to special treatment under the Code.

Such non-U.S. holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

This summary applies only to a non-U.S. holder that holds our common stock as a capital asset (within the meaning of Section 1221 of the Code).

If you are considering the purchase of our common stock, you should consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of our common stock, as well as the consequences to you arising under U.S. tax laws other than the federal income tax law or under the laws of any other taxing jurisdiction.

Dividends

As discussed under the section entitled “Dividend Policy” above, we do not currently anticipate paying dividends. In the event that we do make a distribution of cash or property (other than certain stock

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distributions) with respect to our common stock (or certain redemptions that are treated as distributions with respect to common stock), any such distributions will be treated as a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Dividends paid to you generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by you within the United States and, where a tax treaty applies, are generally attributable to a United States permanent establishment, are not subject to the withholding tax, but instead are subject to United States federal income tax on a net income basis at applicable graduated individual or corporate rates. Certain certification and disclosure requirements including delivery of a properly executed IRS Form W-8ECI must be satisfied for effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

If the amount of a distribution paid on our common stock exceeds our current and accumulated earnings and profits, such excess will be allocated ratably among each share of common stock with respect to which the distribution is paid and treated first as a tax-free return of capital to the extent of your adjusted tax basis in each such share, and thereafter as capital gain from a sale or other disposition of such share of common stock that is taxed to you as described below under the heading “—Gain on Disposition of Common Stock.” Your adjusted tax basis is generally the purchase price of such shares, reduced by the amount of any such tax-free returns of capital.

If you wish to claim the benefit of an applicable treaty rate to avoid or reduce withholding of U.S. federal income tax for dividends, then you must (a) provide the withholding agent with a properly completed IRS Form W-8BEN (or other applicable form) and certify under penalties of perjury that you are not a U.S. person and are eligible for treaty benefits, or (b) if our common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable U.S. Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that act as intermediaries (including partnerships).

If you are eligible for a reduced rate of U.S. federal income tax pursuant to an income tax treaty, then you may obtain a refund or credit of any excess amounts withheld by filing timely an appropriate claim with the IRS.

Gain on Disposition of Common Stock

You generally will not be subject to U.S. federal income tax with respect to gain realized on the sale or other taxable disposition of our common stock, unless:

• the gain is effectively connected with a trade or business you conduct in the United States, and, in cases in which certain tax treaties apply, is attributable to a United States permanent establishment;

• if you are an individual, you are present in the United States for 183 days or more in the taxable year of the sale or other taxable disposition, and certain other conditions are met; or

• we are or have been during a specified testing period a “U.S. real property holding corporation” for U.S. federal income tax purposes, and certain other conditions are met.

Generally, we will be a “United States real property holding corporation” if the fair market value of our U.S. real property interests equals or exceeds 50% of the sum of the fair market values of our worldwide real property interests and other assets used or held for use in a trade or business, all as determined under applicable U.S. Treasury regulations. We believe that we have not been and are not, and we do not

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anticipate becoming, a “U.S. real property holding corporation” for U.S. federal income tax purposes. If you are an individual described in the first bullet point above, you will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates or such lower rate as specified by an applicable income tax treaty. If you are an individual described in the second bullet point above, you will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses. If you are a foreign corporation described in the first bullet point above, you will be subject to tax on your gain under regular graduated United States federal income tax rates and, in addition, may be subject to the branch profits tax equal to 30% of your effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

Information Reporting and Backup Withholding Tax

We must report annually to the IRS and to you the amount of dividends paid to you and the amount of tax, if any, withheld with respect to such dividends. The IRS may make this information available to the tax authorities in the country in which you are resident.

In addition, you may be subject to information reporting requirements and backup withholding tax (currently at a rate of 28%) with respect to dividends paid on, and the proceeds of disposition of, shares of our common stock, unless, generally, you certify under penalties of perjury (usually on IRS Form W-8BEN) that you are not a U.S. person or you otherwise establish an exemption. Additional rules relating to information reporting requirements and backup withholding tax with respect to payments of the proceeds from the disposition of shares of our common stock are as follows:

• If the proceeds are paid to or through the U.S. office of a broker, the proceeds generally will be subject to backup withholding tax and information reporting, unless you certify under penalties of perjury (usually on IRS Form W-8BEN) that you are not a U.S. person or you otherwise establish an exemption.

• If the proceeds are paid to or through a non-U.S. office of a broker that is not a U.S. person and is not a foreign person with certain specified U.S. connections (a “U.S.-related person”), information reporting and backup withholding tax generally will not apply.

• If the proceeds are paid to or through a non-U.S. office of a broker that is a U.S. person or a U.S.-related person, the proceeds generally will be subject to information reporting (but not to backup withholding tax), unless you certify under penalties of perjury (usually on IRS Form W-8BEN) that you are not a U.S. person.

Any amounts withheld under the backup withholding tax rules may be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is timely furnished by you to the IRS.

New legislation relating to foreign accounts

Newly enacted legislation may impose withholding taxes on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities after December 31, 2012. The legislation imposes a 30% withholding tax on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a foreign financial institution unless the foreign financial institution enters into an agreement with the U.S. Treasury to, among other things, undertake to identify accounts held by certain U.S. persons (including certain equity and debt holders of such institutions) or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. In addition, the legislation imposes a 30% withholding tax on the same types of payments to a foreign non-financial entity unless the entity certifies that it does not have any substantial U.S. owners (which

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generally includes any U.S. person who directly or indirectly own more than 10% of the entity) or furnishes identifying information regarding each substantial U.S. owner. Prospective investors should consult their tax advisors regarding this legislation.

THE SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY. POTENTIAL PURCHASERS OF OUR COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSIDERATIONS OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON STOCK.

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UNDERWRITING

The underwriter named below has agreed to buy, subject to the terms of the purchase agreement, the number of shares listed opposite its name below. The underwriter is committed to purchase and pay for all of the shares if any are purchased.

Underwriters	Number of Shares
Piper Jaffray & Co.
Total

The underwriter has advised us and the selling stockholders that it proposes to offer the common shares to the public at $             per share. The underwriter proposes to offer the common shares to certain dealers at the same price less a concession of not more than $             per share. The underwriter may allow, and the dealers may reallow, a concession of not more than $             per share on sales to certain other brokers and dealers. After this offering, these figures may be changed by the underwriter.

We have granted to the underwriter an option to purchase up to an additional              shares from us, and the selling stockholders have granted to the underwriter an option to purchase up to an additional              common shares, on a pro rata basis, at the same price to the public, and with the same underwriting discount, as set forth above. The underwriter may exercise this option any time during the 30-day period after the date of this prospectus, but only to cover over-allotments, if any. To the extent the underwriter exercises the option, the underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage of the additional shares as it was obligated to purchase under the purchase agreement.

The following table shows the underwriting fees to be paid to the underwriter in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the over-allotment option.

	Per Share	Total with No Exercise	Total with Full Exercise
Paid by us	$	$	$
Paid by the selling stockholders	$	$	$

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

We and each of our directors, executive officers and certain associates, principal stockholders and the selling stockholders have agreed to certain restrictions on our ability to sell additional common shares for a period of 180 days after the date of this prospectus. We have agreed not to directly or indirectly offer for sale, sell, contract to sell, grant any option for the sale of, or otherwise issue or dispose of, any common shares, options or warrants to acquire common shares, or any related security or instrument, without the prior written consent of Piper Jaffray. The agreements provide exceptions for (1) sales to underwriters pursuant to the purchase agreement, (2) our sales in connection with the exercise of options granted and the granting of options to purchase up to an additional             shares under the our existing stock option and equity incentive plans and (3) certain other exceptions.

Prior to this offering, there has been no established trading market for the shares. The initial public offering price for the common shares offered by this prospectus was negotiated by us and the

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underwriter. The factors considered in determining the initial public offering price include the history of and the prospects for the industry in which we compete, our past and present operations, our historical results of operations, our prospectus for future earnings, the recent market prices of securities of generally comparable companies and the general condition of the securities markets at the time of this offering and other relevant factors. There can be no assurance that the initial public offering price of the common shares will correspond to the price at which our common shares will trade in the public market subsequent to this offering or that an active public market for the common shares will develop and continue after this offering.

To facilitate this offering, the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of the common shares during and after this offering. Specifically, the underwriter may over-allot or otherwise create a short position in the common shares for its own account by selling more common shares than have been sold to it by us and the selling stockholders. The underwriter may elect to cover any such short position by purchasing common shares in the open market or by exercising the over-allotment option granted to the underwriter. In addition, the underwriter may stabilize or maintain the price of the common shares by bidding for or purchasing common shares in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if common shares previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the common shares at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also effect the price of the common shares to the extent that it discourages resales of the common shares. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the Nasdaq Global Select Market or otherwise and, if commenced, may be discontinued at any time.

In connection with this offering, the underwriter and selling group members may also engage in passive market making transactions in our common shares. Passive market making consists of displaying bids on the Nasdaq Global Select Market limited by the prices of independent market makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the Securities and Exchange Commission limits the amount of net purchases that each passive market maker may make and the displayed size of each bid. Passive market making may stabilize the market price of the common shares at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for us by Kirkland & Ellis LLP, Chicago, Illinois. Certain partners of Kirkland & Ellis LLP are members of a limited partnership that is an investor in one or more investment funds affiliated with Sun Capital. Kirkland & Ellis LLP represents entities affiliated with Sun Capital and its affiliates in connection with legal matters. Certain legal matters will be passed upon for the underwriters by Faegre & Benson LLP, Minneapolis, Minnesota.

EXPERTS

The financial statements and schedule included in this prospectus and elsewhere in this Registration Statement have been so included in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said reports.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 with the SEC for the stock we are offering by this prospectus. This prospectus does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. When we complete this offering, we will also be required to file annual, quarterly and special reports, proxy statements and other information with the SEC.

You can read, inspect without charge and obtain a copy of the registration statement or any of our other materials we file or filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room free of charge at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain copies of the documents at prescribed rates by contacting the Securities and Exchange Commission’s Public Reference Room at (202) 551-8090. Please call the Securities and Exchange Commission, at its toll-free number at 1-800-SEC-0330 for further information on the operation of the public reference room. In addition, the Securities and Exchange Commission maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information that we file electronically with the Securities and Exchange Commission.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page Number
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Statements of Operations for the year ended February 2, 2008, for the 228 days ended September 17, 2008, for the 136 days ended January 31, 2009, and for the year ended January 30, 2010	F-2
Consolidated Balance Sheets as of January 31, 2009 and January 30, 2010	F-3
Consolidated Statements of Stockholders’ Equity for the year ended February 2, 2008, for the 228 days ended September 17, 2008, for the 136 days ended January 31, 2009, and for the year ended January 30, 2010	F-4
Consolidated Statements of Cash Flows for the year ended February 2, 2008, for the 228 days ended September 17, 2008, for the 136 days ended January 31, 2009, and for the year ended January 30, 2010	F-5
Notes to Consolidated Financial Statements	F-6
Condensed Consolidated Statements of Operations for the 13 weeks ended May 2, 2009 and May 1, 2010 (unaudited)	F-23
Condensed Consolidated Balance Sheets as of January 30, 2010 and May 1, 2010 (unaudited)	F-24
Condensed Consolidated Statements of Cash Flows for the 13 weeks ended May 2, 2009 and May 1, 2010 (unaudited)	F-25
Notes to Unaudited Condensed Consolidated Financial Statements	F-26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Gordmans Stores, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Gordmans Stores, Inc. and subsidiaries (“Successor”) as of January 31, 2009 and January 30, 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for Gordmans, Inc. and subsidiaries (“Predecessor”) for the year ended February 2, 2008, 228 days ended September 17, 2008, and for the Successor for the 136 days ended January 31, 2009, and the year ended January 30, 2010, as discussed in Note A to the Consolidated Financial Statements. Our audits of the basic financial statements included the financial statement schedules listed in the index appearing under Item 16(b). These financial statements and financial statement schedules are the responsibility of the Predecessor’s and Successor’s Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Predecessor or Successor is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Predecessor’s and Successor’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gordmans Stores, Inc. and subsidiaries as of January 31, 2009 and January 30, 2010, and the results of Gordmans, Inc. and subsidiaries operations and their cash flows for the year ended February 2, 2008, 228 days ended September 17, 2008, and the results of the Gordmans Stores, Inc. and subsidiaries operations and their cash flows for the 136 days ended January 31, 2009, and the year ended January 30, 2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As is discussed in Note B to the consolidated financial statements, effective September 17, 2008, all of the outstanding common stock of Gordmans, Inc. was acquired in a business combination. As a result of the acquisition, the financial information for the period after the acquisition is presented on a different cost basis than that for the periods before the acquisition and therefore, is not comparable.

/s/ GRANT THORNTON LLP

Kansas City, Missouri

April 30, 2010

F-1

GORDMANS STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in 000’s except share data)

	Predecessor			Predecessor			Successor			Successor
	Year Ended February 2, 2008			228 Days Ended September 17, 2008			136 Days Ended January 31, 2009			Year Ended January 30, 2010
Net sales	$	437,070		$	244,212		$	188,458		$	457,533
License fees from leased departments		5,433			3,362			2,103			5,679
Cost of sales		(268,086	)		(145,668	)		(116,410	)		(269,177	)
Gross profit		174,417			101,906			74,151			194,035
Selling, general and administrative expenses		(169,195	)		(104,433	)		(66,100	)		(167,842	)
Income / (loss) from operations		5,222			(2,527	)		8,051			26,193
Interest expense		(1,937	)		(822	)		(697	)		(1,052	)
Income / (loss) before taxes		3,285			(3,349	)		7,354			25,141
Income tax (expense) / benefit		(1,168	)		998			(2,616	)		(9,273	)
Net income / (loss)	$	2,117		$	(2,351	)	$	4,738		$	15,868
Net income / (loss) per common share (basic)	$	0.13		$	(0.14	)	$	4.74		$	15.87
Weighted-average common shares outstanding (basic)		16,610,300			16,597,100			1,000,000			1,000,000
Net income / (loss) per common share (assuming dilution)	$	0.13		$	(0.14	)	$	4.74		$	15.33
Weighted-average common shares outstanding (including dilutive securities)		16,703,342			16,611,040			1,000,000			1,035,356

See notes to consolidated financial statements.

F-2

GORDMANS STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in 000’s except share data)

	Successor January 31, 2009		Successor January 30, 2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,218	$	16,601
Accounts receivable		2,108		2,544
Landlord receivable		1,281		423
Income tax receivable		2,093		—
Merchandise inventories		44,153		49,291
Deferred income taxes		1,117		2,491
Prepaid expenses		5,303		4,581
Total current assets		61,273		75,931
PROPERTY, BUILDINGS AND EQUIPMENT, net		7,654		10,444
INTANGIBLE ASSETS, net		2,368		2,262
DEFERRED INCOME TAXES		5,578		1,050
OTHER ASSETS		986		2,431
TOTAL ASSETS	$	77,859	$	92,118
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving line of credit facility	$	9,700	$	—
Accounts payable		18,012		30,685
Income taxes payable		—		3,715
Accrued expenses		21,770		24,633
Notes payable, current portion		—		667
Capital lease obligations		—		68
Total current liabilities		49,482		59,768
NONCURRENT LIABILITIES:
Notes payable, net of current portion		—		778
Deferred rent		2,440		4,686
Other liabilities		1,199		937
Total noncurrent liabilities		3,639		6,401
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock $0.001 par value, 100,000 shares authorized, none issued and outstanding as of January 30, 2010 and January 31, 2009:		—		—
Common stock $0.001 par value, 2,900,000 shares authorized, 1,000,000 issued and outstanding as of January 30, 2010 and January 31, 2009:		1		1
Additional paid-in capital		19,999		20,342
Retained earnings		4,738		5,606
Total stockholders’ equity		24,738		25,949
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	77,859	$	92,118

See notes to consolidated financial statements.

F-3

GORDMANS STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in 000’s except share data)

	Shares				Additional
	Preferred Stock	Common Stock	Treasury Stock		Preferred Stock		Common Stock		Paid-In Capital			Retained Earnings			Treasury Stock			Total
PREDECESSOR
BALANCE, February 3, 2007	—	20,000,000	3,377,000		$	—	$	200	$	4,446		$	36,255		$	(2,510	)	$	38,391
Issuance of stock through exercise of stock options	—	—	(4,000	)		—		—		(3	)		—			3			—
Acquisition of treasury stock	—	—	30,000			—		—		—			—			(125	)		(125	)
Stock compensation expense	—	—	—			—		—		51			—			—			51
Tax benefit related to exercise of employee stock options	—	—	—			—		—		6			—			—			6
Net income	—	—	—			—		—		—			2,117			—			2,117
BALANCE, February 2, 2008	—	20,000,000	3,403,000			—		200		4,500			38,372			(2,632	)		40,440
Net loss	—	—	—			—		—		—			(2,351	)		—			(2,351	)
BALANCE, September 17, 2008	—	20,000,000	3,403,000		$	—	$	200	$	4,500		$	36,021		$	(2,632	)	$	38,089
SUCCESSOR
BALANCE, September 18, 2008	—	—	—		$	—	$	—	$	—		$	—		$	—		$	—
Issuance of common stock	—	1,000,000	—			—		1		19,999			—			—			20,000
Net income	—	—	—			—		—		—			4,738			—			4,738
BALANCE, January 31, 2009	—	1,000,000	—			—		1		19,999			4,738			—			24,738
Stock compensation expense	—	—	—			—		—		343			—			—			343
Payment of dividend ($15 per share)	—	—	—			—		—		—			(15,000	)		—			(15,000	)
Net income	—	—	—			—		—		—			15,868			—			15,868
BALANCE, January 30, 2010	—	1,000,000	—		$	—	$	1	$	20,342		$	5,606		$	—		$	25,949

See notes to consolidated financial statements.

F-4

GORDMANS STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in 000’s)

	Predecessor			Predecessor			Successor			Successor
	Year Ended February 2, 2008			228 Days Ended September 17, 2008			136 Days Ended January 31, 2009			Year Ended January 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income / (loss)	$	2,117		$	(2,351	)	$	4,738		$	15,868
Adjustments to reconcile net income / (loss) to net cash provided by / (used in) operating activities:
Depreciation and amortization		7,483			4,975			441			1,757
Amortization of deferred financing fees		50			24			—			470
Loss (gain) on retirement/sale of property and equipment		140			(5	)		—			7
Deferred income taxes		608			(203	)		483			3,154
Stock option expense		51			—			—			343
Excess tax benefit – share based compensation		(6	)		—			—			—
Net changes in assets and liabilities, net of effect of acquisition:
Accounts receivable and income tax receivable		810			(1,862	)		(3,365	)		2,515
Merchandise inventories		7,323			(15,602	)		18,489			(5,138	)
Prepaid expenses		(210	)		(1,166	)		2,217			722
Other assets		(161	)		1,238			(447	)		(44	)
Accounts payable		(4,118	)		6,652			(3,196	)		11,854
Deferred rent		(867	)		554			2,334			2,246
Income tax payable		(350	)		(413	)		(96	)		3,715
Other accrued expenses		596			5,011			(2,676	)		2,601
Net cash provided by / (used in) operating activities		13,466			(3,148	)		18,922			40,070
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition, net of cash acquired		—			—			(52,506	)		—
Purchase of property and equipment		(11,576	)		(8,528	)		(1,883	)		(3,865	)
Proceeds from sale of property and equipment		1,750			21			9,534			222
Proceeds from insurance settlement		—			—			—			169
Net cash used in investing activities		(9,826	)		(8,507	)		(44,855	)		(3,474	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Revolving line of credit activity, net		(6,572	)		17,126			(24,510	)		(9,700	)
Proceeds from revolving line of credit related to acquisition		—			—			32,506			—
Proceeds from financing		5,031			—			—			2,000
Debt issuance costs paid		—			—			—			(1,870	)
Payment on obligations under capitalized leases and financing agreements		(2,497	)		(1,956	)		—			(643	)
Mortgage payments		(167	)		(5,582	)		—			—
Dividends paid		—			—			—			(15,000	)
Excess tax benefit – share based compensation		6			—			—			—
Purchase of treasury stock		(125	)		—			—			—
Proceeds from issuance of common stock		—			—			20,000			—
Net cash provided by / (used in) financing activities		(4,324	)		9,588			27,996			(25,213	)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS		(684	)		(2,067	)		2,063			11,383
CASH AND CASH EQUIVALENTS, Beginning of period		5,906			5,222			3,155			5,218
CASH AND CASH EQUIVALENTS, End of period	$	5,222		$	3,155		$	5,218		$	16,601

See notes to consolidated financial statements.

F-5

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business – Gordmans Stores, Inc., formerly known as Gordmans Holding Corp., (the “Company”) operated 66 off-price department stores under the trade name “Gordmans” located in 16 states throughout the Midwest as of January 30, 2010. On April 29, 2010 the Company changed its name from Gordmans Holding Corp. to Gordmans Stores, Inc. The name change had no effect on the consolidated financial statements other than the change of name. Gordmans offers a wide assortment of name brand clothing for all ages, accessories, footwear and home fashions for up to 60% off department and specialty store regular prices every day in a fun, easy-to-shop environment. As described in Note B, on September 17, 2008, 100% of the outstanding stock of Gordmans, Inc. was acquired in a business combination. The assets and liabilities of the Company were recorded at fair value. As a result, the financial information for the period after acquisition (the “Successor”) is presented on a different cost basis than that for the period before acquisition (the “Predecessor”) and, therefore, is not comparable.

Segment Reporting – The Company has one reportable segment. The Company’s operations include only activities related to retail stores throughout the Midwest.

Basis of Presentation – The consolidated financial statements include the accounts of Gordmans Stores, Inc. and its subsidiaries, Gordmans Intermediate Holding Corp., Gordmans, Inc., Gordmans Management Company, Inc. and Gordmans Distribution Company, Inc. All intercompany transactions and balances have been eliminated in consolidation. The Company utilizes a 52-53 week fiscal year whereby the fiscal year ends on the Saturday nearest January 31. All references in these financial statements to fiscal years are to the calendar year in which the fiscal year begins. Fiscal years 2007 and 2009 represent fifty-two week years ended February 2, 2008 and January 30, 2010 respectively. As a result of the September 17, 2008 acquisition described in Note B, fiscal year 2008 is divided between Predecessor and Successor periods of February 3, 2008 through September 17, 2008 (“2008 Predecessor period”) and September 18, 2008 through January 31, 2009 (“2008 Successor period”), respectively.

Revenue Recognition – Revenue is recognized at the point-of-sale, net of estimated returns and allowances and exclusive of sales tax. License fees from leased departments represent a percentage of total footwear and maternity sales due to the licensing of the footwear and maternity businesses to third parties. Footwear and maternity sales under these licensing arrangements are not included in net sales, but are included separately on the statement of operations. Layaway sales are deferred until the sale has been paid in full. Sales of gift cards are deferred until they are redeemed for the purchase of the Company’s merchandise. Gift card breakage is recorded as revenue when the likelihood of redemption becomes remote, which has been determined to be three years after the date of last use. The Company similarly reverses revenue and records deferred revenue on its balance sheet for merchandise credits issued related to customer returns and recognizes this revenue upon the redemption of the merchandise credits.

Cash Equivalents – The Company considers all highly liquid assets with an original maturity of three months or less and credit card and debit card receivables from banks, which settle within one to five business days, to be cash equivalents.

Merchandise Inventories – Merchandise inventories are stated at the lower of cost or market, using the conventional retail method with last-in, first-out (LIFO) for the Predecessor Company and the conventional retail method with first-in, first-out (FIFO) for the Successor Company. Under the retail method, the cost value of inventory and gross margins are determined by calculating a cost-to-retail ratio and applying it to the retail value of inventory. This method involves management estimates with regard

F-6

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

to such things as markdowns and inventory shrinkage. A significant factor involves the recording and timing of permanent markdowns. Under the retail method, permanent markdowns are reflected in inventory valuation when the price of an item is reduced. Inventory shortage involves estimating a shrinkage rate, but is based on a full physical inventory near the fiscal year end. All inventories are in one class and are classified as finished goods. Inventories in possession of the Company’s carrier are included in merchandise inventories as legal title and risk of loss had passed. Inventory reserve for obsolescence was $0.4 million and $0.3 million as of January 31, 2009 and January 30, 2010, respectively.

Property, Buildings and Equipment – Property, buildings and equipment are recorded at cost and are depreciated for financial reporting purposes using the straight-line method over their estimated useful lives. Leasehold improvements are depreciated over the lesser of their related lease terms or useful life, up to a maximum of 7 years. For leases with renewal periods at the Company’s option, the Company uses the original lease term, excluding renewal option periods to determine the estimated useful lives. Furniture, fixtures and equipment are depreciated over a period of five to ten years. Buildings and equipment recorded under capital leases are amortized using the straight-line method over the shorter of the related lease terms or useful life of the assets, generally twenty to forty years.

The Company has determined it is the accounting owner of certain leased store locations during the construction period of such assets. Effectively, a sale and leaseback of these assets occurs when construction of the asset is complete and the lease term begins. No gain or loss associated with the sale of such assets is recognized by the Company as the Company receives reimbursement from the landlord for the construction and leases are structured as operating leases.

Accounts Receivable – Accounts receivable primarily consists of non-trade accounts receivable recorded at net realizable value.

Intangible Assets – Intangible assets with indefinite lives are not amortized. Instead, indefinite-lived intangible assets are subject to periodic (at least annual) tests for impairment. Impairment testing is performed in two steps: (i) the Company assesses indefinite lived assets for impairment by comparing the fair value with its carrying value and (ii) if the fair value is less than its carrying amount, an impairment loss shall be recognized in an amount equal to that excess. At January 31, 2009 and January 30, 2010, the Company completed step one of the impairment test and determined that no impairment existed.

Finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. No impairment was recorded during the fiscal year 2008 Successor period and fiscal year 2009.

Long-Lived Assets – The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. If such a review indicates that the carrying amounts of long-lived assets are not recoverable, the Company reduces the carrying amounts of such assets to their fair values. No impairment was recorded during fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009.

Operating Leases – The Company leases retail stores under operating leases. Most lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. For purposes of recognizing incentives and minimum rental expenses on a straight-line basis

F-7

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

over the terms of the leases, the Company uses the date of initial possession to begin amortization, which is generally when the Company enters the space and begins the pre-opening merchandising process, approximately seven weeks prior to opening the store to the public.

For tenant improvement allowances and rent holidays, the Company records a deferred rent liability in “Deferred Rent” on the consolidated balance sheets and amortizes the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of operations.

For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, the Company records minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of operations.

Certain leases provide for contingent rents, which are determined as a percentage of gross sales in excess of specified levels. The Company records a contingent rent liability in “Accrued Expenses” on the consolidated balance sheets and the corresponding rent expense when specified levels have been achieved or when management determines that achieving the specified levels during the fiscal year is probable.

Deferred Financing Fees – Deferred financing fees related to a revolving line of credit facility with Wells Fargo Retail Finance, LLC, CIT Bank, and PNC Bank (“WF LOC”) are recorded in other assets and amortized using the straight-line method over the term of the related financing agreement. Fees related to equipment loan as part of WF LOC (“Equipment Loan”) are amortized over the contractual term of the loan using the effective-yield method.

Self-Insurance – The Company is self-insured for certain losses related to health, dental, workers’ compensation and general liability insurance, although the Company maintains stop-loss coverage with third-party insurers to limit liability exposure. Liabilities associated with these losses are estimated, in part, by considering historical claims experience, industry factors and other assumptions.

Advertising Costs – Advertising costs are expensed as incurred and were $15.1 million, $8.0 million, $6.4 million and $11.6 million for fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009, respectively.

Employee Stock-Based Compensation – The Company recognized all share-based payments to employees in the income statement based on the grant date fair value of the award for those awards that are expected to vest. Forfeitures of awards are estimated at the time of grant and revised appropriately in subsequent periods if actual forfeitures differ from those estimates. The Company utilizes the Black-Scholes option valuation model to calculate the valuation of each stock option. Expected volatility was based on historical volatility of the common stock for a peer group of other companies within the retail industry. The expected term of the options represents the period of time until exercise or termination and is based on the historical experience of similar awards. The risk free rate is based on the U.S. Treasury rate at the time of the grants for instruments of a comparable life. The dividend yield of the index was assumed to be zero in fiscal 2007, 2008 Predecessor period and 2008 Successor period and two percent in fiscal 2009.

Cost of Sales – Includes the direct cost of purchased merchandise, inventory shrinkage, inventory write-downs and inbound freight to our distribution center.

Selling, General and Administrative – Includes all operating expenses not included in cost of sales. These expenses include payroll and other expenses related to operations at our corporate office, store expenses,

F-8

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

occupancy costs, certain distribution and warehousing costs (aggregating to $14.4 million, $9.4 million, $5.5 million, and $15.6 million for fiscal year 2007, 2008 Predecessor period, 2008 Successor period, and fiscal year 2009, respectively), depreciation and amortization and advertising expense.

Store Pre-opening Costs – Costs associated with the opening of new stores are expensed as incurred.

Income Taxes – Income Taxes are accounted for under an asset and liability approach that includes the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and laws, as appropriate. A valuation allowance is provided to reduce deferred tax assets when management cannot conclude that it is more likely than not that a tax benefit will be realized.

Effective February 4, 2007, the Predecessor Company adopted the applicable accounting guidance that changed the framework for accounting for uncertainty in income taxes and provided a comprehensive model to recognize, measure, present and disclose in the consolidated financial statements uncertain tax positions taken or expected to be taken on a tax return. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with tax authority assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information. The Company considers many factors when evaluating and estimating their tax positions and tax benefits. As the Company obtains additional information, the Company may need to periodically adjust the recognized tax positions and tax benefits as they may not accurately anticipate actual outcomes. These periodic adjustments may have a material impact on the Company’s consolidated statements of operations.

Net Income / {Loss) Per Share – Basic net income / (loss) per common share was computed by dividing net income / (loss) by the weighted average number of shares outstanding during the period. Diluted net income / (loss) per common share was calculated based on the dilutive effect of stock options using the treasury stock method.

Financial Instruments – For the WF LOC and the Equipment Loan, fair value approximates the carrying value due to the variable interest rates of these arrangements. Based on the borrowing rates currently available to the Company for debt with similar terms, the fair value of long-term debt at January 30, 2010 approximates its carrying amount of $1.4 million. For all other financial instruments including cash, receivables, accounts payable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of those instruments.

Concentration of Credit Risk – Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company places cash in highly rated financial institutions and in money market accounts and these amounts are sometimes in excess of the insured amount.

Use of Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are subject to inherent uncertainties, which may cause actual results to differ from reported amounts.

F-9

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Supplemental Cash Flow Information – The following table sets forth non-cash operating, investing and financing activities and other cash flow information (in thousands).

	Predecessor		Predecessor		Successor		Successor
	Year Ended February  2, 2008		228 Days Ended September 17, 2008		136 Days Ended January 31, 2009		Year Ended January 30, 2010
Non-cash operating, investing and financing activities:
Purchases of property, building and equipment in accounts payable	$	594	$	1,033	$	96	$	915
Sales of property, building and equipment		—		1,934		—		209
Purchases of equipment with capital lease commitments		—		—		—		156
Other cash flow information:
Cash paid for interest		1,965		902		697		991
Cash paid / (refund received) for income taxes, net		1,104		537		4,198		(781	)

B. BUSINESS COMBINATION

On September 17, 2008, Midwest Shoppes Intermediate Holding Corp. (“Midwest Shoppes”), an affiliate of Sun Capital Partners, Inc., acquired 100% of the outstanding common shares of Gordmans, Inc., through a merger of Gordmans, Inc. with Midwest Shoppes Integrated, Inc., an indirect wholly-owned subsidiary of Midwest Shoppes. Midwest Shoppes is a wholly-owned subsidiary of Gordmans Stores, Inc. (formerly known as Gordmans Holding Corp.). Gordmans, Inc. was the surviving entity of the merger. The total consideration was $55.7 million, mainly consisting of $32.5 million of proceeds from debt issuance and a $20.0 million capital contribution from Sun Capital.

The acquisition was accounted for under the purchase method of accounting and, accordingly, the purchase price, including acquisition costs of $1.3 million, was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.

The purchase price has been allocated to the respective assets and liabilities as set forth below (in thousands):

Cash	$	3,155
Current assets		73,558
Property, buildings and equipment		16,661
Identifiable intangible assets		2,390
Other assets		6,152
Total assets acquired		101,916
Current liabilities		45,062
Long-term liabilities		1,193
Total liabilities assumed		46,255
Net assets acquired	$	55,661

F-10

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following represents the unaudited pro forma results of the Company’s consolidated operations as if the transaction had occurred on February 4, 2007 and February 3, 2008, respectively, after giving effect to certain adjustments, including the depreciation and amortization of the assets acquired based on their estimated fair values, management fees, changes in interest expense due to changes in borrowings and the related tax effect (in thousands):

	Year Ended February 2, 2008		Year Ended January 31, 2009
Net sales	$	437,070	$	432,670
Net income	$	5,365	$	4,431

The unaudited pro forma financial data does not purport to represent what our results would have been had the Sun Capital Acquisition actually occurred on February 4, 2007 and February 3, 2008 and they do not project our results of operations or financial condition for any future period.

C. PROPERTY, BUILDINGS AND EQUIPMENT

Property, buildings and equipment consist of the following (in thousands):

	Successor January 31, 2009			Successor January 30, 2010
Buildings and leasehold improvements	$	1,106		$	1,582
Furniture, fixtures and equipment		6,091			9,099
Construction in progress		741			1,251
Capitalized leases		135			445
		8,073			12,377
Less accumulated depreciation and amortization		(419	)		(1,933	)
	$	7,654		$	10,444

Depreciation and amortization expense on property, buildings and equipment was $7.5 million, $5.0 million, $0.4 million and $1.7 million for fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009, respectively, and is included in selling, general and administrative expenses. Accumulated amortization on capital leases was $0.1 million and $0.3 million as of January 31, 2009 and January 30, 2010, respectively.

D. INTANGIBLE ASSETS

As a result of the business combination on September 17, 2008 (see Note B above), the Successor Company recorded $2.4 million of intangible assets, other than goodwill. Of the total intangible assets recorded, $1.8 million was assigned to a registered trade name that is not subject to amortization and $0.6 million was assigned to two license fee agreements and certain favorable lease rights negotiated by the Company. The license fee agreements and favorable lease rights are being amortized over their remaining useful lives.

F-11

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Intangible assets consist of the following (in thousands):

	Weighted Average Amortization Period	Successor January 31, 2009				Successor January 30, 2010
		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Amortizable intangible assets:
DSW license fee agreement	6.3 Years	$	522	$	19	$	522	$	110
Destination Maternity license fee agreement	2.4 Years		24		2		24		13
Favorable lease rights, net	6.0 Years		24		1		24		5
			570		22		570		128
Unamortizable intangible assets:
Trade name			1,820		N/A		1,820		N/A
Total		$	2,390	$	22	$	2,390	$	128

Amortization expense on intangible assets was $22.0 thousand and $0.1 million for 2008 Successor period and fiscal year 2009, respectively. Future amortization expense on intangible assets for the next five years is as follows (in thousands):

2010	$	97
2011		87
2012		86
2013		86
2014		85
	$	441

E. ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

	Successor January 31, 2009		Successor January 30, 2010
Store related accruals	$	10,379	$	9,718
Associate compensation		4,535		7,359
Gift card liability		2,225		2,213
Accrued real estate taxes		2,560		3,212
Other taxes accrued		1,528		2,056
Accrued management fee		543		—
Interest		—		75
	$	21,770	$	24,633

F-12

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

F. DEFERRED RENT

Deferred rent consists of the following (in thousands):

	Successor January 31, 2009		Successor January 30, 2010
Tenant improvement allowances	$	1,917	$	2,742
Straight-line rent expense		523		1,944
	$	2,440	$	4,686

The Company records a deferred rent liability to account for tenant improvement allowances and to record rent on a straight-line basis for operating leases.

Tenant Improvement Allowance – Tenant improvement assets, as well as the corresponding tenant improvement allowances, are recorded when the amount of new store construction exceeds the amount attributable to the landlord’s owned asset, generally the building shell. Tenant improvement assets, which generally represent furniture, fixtures and equipment, are depreciated over the initial life of the lease, prior to any lease extensions. The tenant improvement allowances (liabilities) are amortized monthly, as a reduction to the current rent expense, and serve to more accurately reflect actual occupancy costs. Predecessor Company tenant improvement allowances were written off as of September 17, 2008 in connection with the business combination described in Note B, however, tenant improvement assets were not. The tenant improvement allowances recorded on balance sheet relate to the Successor Company.

Straight-line Operating Leases – The Company’s store leases generally contain escalating rent payments over the initial term of the lease, however the Company accounts for the lease expense on a straight-line basis over that period. The straight-line rent expense is calculated at the inception of the lease, which entails recording a monthly liability for the difference between rent paid to the landlord and straight-line rent expense as calculated at the beginning of the lease, excluding renewal options. Over the life of the lease, this deferred rent liability is amortized as rent paid to the landlord eventually exceeds the calculated straight-line amount. Straight-line rent was recalculated as of September 17, 2008 in connection with the business combination described in Note B.

G. DEBT OBLIGATIONS

Revolving Line of Credit Facility – On September 17, 2008, the Successor Company entered into a $65.0 million revolving line of credit facility with Bank of Montreal (“BM LOC”) which was amended on November 17, 2008, to increase the maximum size of the BM LOC to $75.0 million. Borrowings under this agreement initially bore interest at the prime interest rate minus 0.25%, but was subsequently changed to a fixed interest rate of 7.25%. The Successor Company utilized the BM LOC until a new financing arrangement was finalized. The Successor Company had $9.7 million in borrowings under this revolving line of credit facility at January 31, 2009 and had $65.3 million available to borrow at January 31, 2009. At January 31, 2009, the Successor Company had outstanding letters of credit totaling approximately $5.7 million. Borrowings were secured by a demand agreement guarantee that Sun Capital Partners has with Bank of Montreal.

On February 20, 2009, the Successor Company entered into a $63.0 million revolving line of credit facility with Wells Fargo Retail Finance, LLC and CIT Bank (“WF LOC”) to replace the BM LOC. The WF LOC was amended on March 31, 2009, with the addition of PNC Bank, to increase the maximum

F-13

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

size of the WF LOC to $78.0 million. Borrowings under this facility bear interest at various rates based on the excess availability and time of year, with two rate options at the discretion of management as follows: (1) For base rate advances, borrowings bear interest at prime rate plus 3.00% during non-seasonal period and prime rate plus 3.75% during seasonal period. When excess availability is $20.0 million or greater, borrowings for base rate advances bear interest at prime rate plus 2.75% during non-seasonal period and prime rate plus 3.50% during seasonal period. (2) For LIBOR rate advances, borrowings bear interest at LIBOR rate plus 4.00% during non-seasonal period and LIBOR rate plus 4.75% during seasonal period. When excess availability is $20.0 million or greater, borrowings for LIBOR advances bear interest at LIBOR rate plus 3.75% during non-seasonal period and LIBOR rate plus 4.50% during a seasonal period. Borrowings available under the WF LOC may not exceed the borrowing base (consisting of specified percentages of credit card receivables and eligible inventory less applicable reserves). Average borrowings during fiscal year 2009 were $10.2 million. The Successor Company had no borrowings under this revolving line of credit facility and had $22.9 million available to borrow at January 30, 2010. Borrowings under this facility bore an interest rate of 6.25% at January 30, 2010. As of January 30, 2010, the Successor Company had outstanding letters of credit totaling approximately $5.4 million. Borrowings were secured by the Company’s inventory, accounts receivable, and all other personal property, except as specifically excluded in the agreement. Among other provisions, the revolving line of credit facility contains certain financial covenants related to earnings before interest, taxes, depreciation and amortization (EBITDA), and restricts the amount of capital expenditures and dividends that can be paid without consent from the lenders. As of January 30, 2010, the Company is in compliance with all of its debt covenants. The credit facility expires on February 20, 2013. The WF LOC contains a subjective acceleration clause, whereby, when borrowings are outstanding on the WF LOC, Wells Fargo has full cash dominion to apply the deposits received from customers in the main concentration account against WF LOC borrowings. As a result, the acceleration clause requires the Company to classify all of the outstanding WF LOC balances as a current liability.

Notes Payable – Notes payable consist of the following (in thousands):

	Successor January 31, 2009		Successor January 30, 2010
Term notes payable	$	—	$	1,445
Less current portion		—		667
Noncurrent notes payable	$	—	$	778

As part of the Successor Company’s WF LOC, a $2.0 million Equipment Loan was established. The note contains a variable interest rate of the prevailing base rate plus 4.00% (7.25% at January 30, 2010). The loan began in February 20, 2009 and matures on February 20, 2012. Payments over the 36 month life of the note are $55.5 thousand in principal per month. Annual scheduled debt maturities are $0.7 million in fiscal years 2010 and 2011 and $0.1 million in fiscal year 2012. The loan is secured similarly to the WF LOC by the Company’s inventory, accounts receivable and all other personal property, except as specifically excluded in the agreement.

H. LEASES

The Company has entered into short and long term capital and operating lease agreements. These leases relate to retail store locations, the distribution centers and the corporate headquarters. The leases expire on various dates through the year 2028 with most of the leases containing renewal options. Certain retail store leases contain provisions for additional rent based on varying percentages of sales.

F-14

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Total rental expense related to all operating leases (including related party leases and those with terms less than one year) was $30.0 million, $19.2 million, $12.9 million and $35.0 million in fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009, respectively. Included in total rental expense in each the fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009 is percentage rent of $53.9 thousand, $0.0 thousand, $47.2 thousand and $62.6 thousand, respectively. Percentage rent is calculated as a percent of sales over a specified amount, which varies by lease.

Future minimum lease payments under operating leases with rental terms of more than one year as of January 30, 2010 are as follows (in thousands):

2010	$	34,278
2011		33,454
2012		32,225
2013		30,016
2014		25,761
After 2014		76,248
Total minimum lease payments	$	231,982

On November 21, 2008, the Company entered into a transaction with an unrelated third party, which qualified for sale-leaseback accounting. Based on the terms, the Company sold its distribution center for $9.5 million and this asset was leased back from the purchaser over a period of 20 years and no gain was recognized on the transaction.

The Company subleased a portion of the corporate office and a portion of three store properties to third parties. Rental income was $0.3 million, $0.1 million, $0.2 million and $44.4 thousand for fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009, respectively. One store sublease arrangement is renewed monthly at the sub-lessee’s discretion, one store sublease expired in September 2007 and one expired in October 2009. The corporate office sublease, which was set to expire in May 2009, was terminated early and a settlement payment of $0.1 million was received by the Company during 2008 Successor period.

The Company leased two of its retail store locations and its corporate headquarters from organizations owned in whole or in part by certain stockholders of the Predecessor Company. During fiscal year 2007 and 2008 Predecessor period, the Company paid $0.9 million and $0.4 million, respectively, to these related organizations under the terms of the leases. One of the retail store leases was terminated during 2007 after the Company relocated the store.

Included in interest expense is interest on capital lease obligations of $0.3 million, $0.2 million, $7.0 thousand and $0.1 million in fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009, respectively.

F-15

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

I. INCOME TAXES

The provision / (benefit) for income taxes consists of the following (in thousands):

	Predecessor Year Ended February 2, 2008			Predecessor 228 Days Ended September 17, 2008			Successor 136 Days Ended January 31, 2009		Successor Year Ended January 30, 2010
Current:
Federal	$	583		$	(909	)	$	1,965	$	5,657
State		(23	)		114			169		463
		560			(795	)		2,134		6,120
Deferred:
Federal		493			(255	)		464		2,861
State		115			52			18		292
		608			(203	)		482		3,153
Total	$	1,168		$	(998	)	$	2,616	$	9,273

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes, and (b) federal and state tax credits and state net operating loss carryforwards.

The tax effects of significant items comprising the Company’s deferred income tax assets and liabilities as of January 31, 2009 and January 30, 2010 are as follows (in thousands):

	Successor January 30, 2009			Successor January 30, 2010
Deferred income tax assets:
Property and equipment	$	5,802		$	2,918
State tax credit carryforwards		287			301
State net operating loss carryforwards		6			59
Inventories		717			736
Compensatory accruals		774			1,994
Accruals and other reserves		195			160
		7,781			6,168
Deferred income tax liabilities:
Leases		(876	)		(1,207	)
Software		—			(1,393	)
Prepaid and other assets		(210	)		(27	)
		(1,086	)		(2,627	)
Net deferred income tax asset	$	6,695		$	3,541

F-16

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The reconciliation of income tax computed at the U.S. statutory rate to income tax expense is as follows (in thousands):

	Predecessor Year Ended February 2, 2008			Predecessor 228 Days Ended September 17, 2008			Successor 136 Days Ended January 31, 2009			Successor Year Ended January 30, 2010
Income before income taxes	$	3,285		$	(3,349	)	$	7,354		$	25,141
U.S. statutory tax rate		34	%		34	%		34	%		34	%
Federal income tax at U.S. statutory rate		1,117			(1,139	)		2,500			8,548
State income tax expense, net of federal tax effect		61			110			124			393
Nondeductible expenses		59			38			24			49
Other		(69	)		(7	)		(32	)		283
Total income tax expense/(benefit)	$	1,168		$	(998	)	$	2,616		$	9,273

The Successor Company has state income tax credit carryovers of $0.5 million (tax effected $0.3 million), which will expire in 2018 if not utilized by that time.

As a result of the business combination on September 17, 2008, the Predecessor Company filed a short period income tax return for the period then ended, generating a federal net operating loss of approximately $5.3 million. This loss was carried back to the two preceding tax years to generate refunds of approximately $1.2 million.

As of January 30, 2010, the Successor Company had state net operating loss carryovers of $1.9 million. The deferred income tax asset related to these carryovers is indicated in the table. These carryovers will generally expire in 2030 if not utilized by then.

As discussed in Note A, the Predecessor Company adopted new accounting guidance on accounting for uncertain tax positions effective February 4, 2007. Under these principles, tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Upon adoption of this new guidance, the Predecessor Company did not recognize a material increase or decrease in the liability for unrecognized tax benefits. The total amount of unrecognized tax benefits for the year ended January 31, 2009 and as of January 30, 2010, including penalty and interest, was $0.0 in both years. As such, the Company does not expect there to be an impact on the effective tax rate.

Interest expense and penalties, if any, accrued on the unrecognized tax benefits are reflected in interest expense and selling, general and administrative expenses, respectively. The Company had no amounts accrued for interest or penalties as of January 30, 2010.

The Company files income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions in which a statute of limitations period exists. After the statute period expires, the tax authorities may no longer assess additional income taxes for the expired period. Additionally, once the statute period expires, the Company is no longer eligible to file claims for refund for any taxes that may have been overpaid.

F-17

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of January 30, 2010, five tax periods are subject to audit by the United States Internal Revenue Service (IRS), covering the tax years ended February 2007, February 2008, September 2008, January 2009 and January 2010. The tax period ended September 2008 yielded a net operating loss that was carried back to the two preceding tax years, further extending the statute of limitations on those tax years. Various state jurisdiction tax years remain open to examination as well.

The Company believes there will be no change in its reserves for certain unrecognized tax benefits during the next 12 months.

J. EMPLOYEE BENEFITS

The Company offers a 401(k) savings plan that allows associates to defer a percentage of their income by making pretax contributions to the savings plan. The Company provides a matching contribution equal to 50% of associate deferrals up to a maximum of 4% (the “Match”) of associate compensation. The Match was discontinued in the 4^th quarter of 2008 Successor period, however, the Match was subsequently accrued in 2008 Successor period and received by the associate participants. During fiscal year 2009, the Match was paid subsequent to each respective quarter. The Match has been reinstated for fiscal year 2010. During fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009, the Company contributed $0.4 million, $0.2 million, $0.2 million and $0.3 million, respectively, to the plan. The Company’s contributions vest immediately.

The Company offers an Executive Deferred Compensation Plan (the “Plan”), which covers the Company’s executive officers. Unfunded existing Plan liabilities of $1.1 million and $0.9 million at January 31, 2009 and January 30, 2010, respectively, are included in other long-term liabilities. The Plan liability is established by the amount of the participant contributions made through salary deferral and the amount of the Company match not to exceed 6% of the participant’s base salary. Company matching obligations vested as of the business combination date of September 17, 2008. The Company match of executive contributions was reduced to 0% effective February 1, 2009, however, the Company continues to incur interest costs on the Plan liability. The Company’s matching and interest obligations for fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009 were $0.1 million, $78.7 thousand, $52.4 thousand and $0.1 million, respectively. The interest accrued on the outstanding obligation to the Plan is determined by using an average composite of Moody’s Seasoned Corporate Bond Yield Index, which was 6.04%, 6.08% and 6.52% at February 2, 2008, January 31, 2009 and January 30, 2010, respectively.

K. NET INCOME/(LOSS) PER COMMON SHARE

Basic net income/(loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income available to common stockholders, increased by the weighted average number of outstanding common shares and incremental shares that may be issued in future periods related to outstanding stock options, if dilutive. When calculating incremental shares related to outstanding stock options, the Company applies the treasury stock method. The treasury stock method assumes that proceeds, consisting of the amount the employee must pay on exercise, compensation cost attributed to future services and not yet recognized, and excess tax benefits that would be credited to additional paid-in capital on exercise of the stock options, are used to repurchase outstanding shares at the average market price for the period. The treasury stock method is applied only to share grants for which the effect is dilutive.

F-18

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a reconciliation of the outstanding shares utilized in the computation of net income (loss) per common share:

	Predecessor Year Ended February 2, 2008	Predecessor 228 Days Ended September 17, 2008	Successor 136 Days Ended January 31, 2009	Successor Year Ended January 30, 2010
Weighted Average Shares Outstanding (basic)	16,610,300	16,597,100	1,000,000	1,000,000
Effect of Dilutive Options to Purchase Common Stock	93,042	13,940	—	35,356
As adjusted for diluted calculation	16,703,342	16,611,040	1,000,000	1,035,356

The impact of certain options was excluded from the calculation of diluted earnings per share for fiscal year 2007 because the effects are antidultive. Antidilutive options totaled 559,310 and 760,760 for the fiscal year 2007 and 2008 Predecessor period, respectively.

L. STOCK OPTION PLANS

The Successor Company has a stock option plan which provides for granting options of the outstanding stock to officers of the Company for purchases of common stock at prices set forth by the Board of Directors. In fiscal year 2009, 70,000 options were granted to officers with an exercise price of $20.00 per option. There were 30,000 shares of common stock available for future grant at January 30, 2010. The Predecessor Company had stock option plans which provided for granting options of the outstanding stock to associates and directors for purchase of common stock at prices equal to fair market value of the common stock at the date of the grant. All outstanding options were re-purchased for $0.10 per option and cancelled in connection with the business combination described in Note B.

The Company used the Black-Scholes option valuation model to estimate fair value of the options. This model requires an estimate of the volatility of the Company’s share price, however, because the Company’s shares or options are not publicly traded, it determined that it is not practicable for it to estimate the expected volatility of its share price. Thus, the Company accounted for equity share options based on a value calculated using the historical volatility of an appropriate industry sector index instead of the expected volatility of the entity’s share price. The historical volatility was calculated using comparisons to peers in the Company’s market sector, which was chosen due to the proximity of size and industry to the Company, at monthly intervals over the expected term of the option.

F-19

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In determining the expense to be recorded for options, the significant assumptions utilized in applying the Black-Scholes option valuation model are the risk-free interest rate, expected term, dividend yield and expected volatility (discussed above). The risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term approximating the expected term used as the assumption in the model. The expected term of an option award is based on historical experience of similar awards. The dividend yield of the index was assumed to be zero in fiscal year 2007, 2008 Predecessor period and 2008 Successor period and two percent in fiscal year 2009. The weighted average assumptions used by the Company in applying the Black-Scholes valuation model for option grants in fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009 are illustrated in the following table:

	Predecessor Year Ended February 2, 2008			Predecessor 228 Days Ended September 17, 2008	Successor 136 Days Ended January 31, 2009	Successor Year Ended January 30, 2010
Risk-free interest rate		4.50	%	N/A	N/A		2.15	%
Dividend yield		0.00	%	N/A	N/A		2.00	%
Expected volatility		33.7	%	N/A	N/A		40.6	%
Expected life (years)		5		N/A	N/A		5
Weighted average fair value of options granted	$	1.54		N/A	N/A	$	23.91

A summary of stock option activity during fiscal year 2009 follows:

	Number	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value(1) (thousands)
Outstanding, January 31, 2009	—		N/A	N/A
Granted	70,000	$	20.00	9.3
Exercised	—		—	—
Forfeited / Expired	—		—	—
Outstanding, January 30, 2010	70,000	$	20.00	9.3	$	8,378
Exercisable, January 30, 2010	—		N/A	N/A		N/A
Vested or expected to vest at January 30, 2010	12,000	$	20.00	9.3	$	1,436

⁽¹⁾ The aggregate intrinsic value for stock options is the difference between the current estimated market value of the Company’s stock as of January 30, 2010 and the option strike price. The Company estimated the market value of its stock with a valuation model that utilizes several key inputs, such as:

• Last twelve months (“LTM”) earnings before interest, taxes, depreciation and amortization (“EBITDA”).

• EBITDA multiple—estimated by management based on a model used by its majority stockholder’s other equity holdings within the same industry and other external comparables.

• Fully diluted shares—the fully diluted shares are calculated as the sum of shares outstanding plus options granted.

• Marketability discount—a measure of the amount by which the value of the underlying equity units is reduced as the value of privately-held shares is not directly comparable to the value of publicly-traded shares of similar common stock. An increase in the marketability discount will decrease compensation expense.

F-20

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes information regarding non-vested outstanding stock options for fiscal year 2009:

	Number	Weighted Average Fair Value at Grant Date
Non-vested at January 31, 2009	—		N/A
Granted	70,000	$	23.91
Vested	12,000		23.91
Non-vested at January 30, 2010	58,000	$	23.91

Stock options were granted at prices computed to be below fair market value on the date of grant, had ten-year contractual terms and vested no later than five years from the date of grant. None of the stock options outstanding at January 30, 2010 were subject to performance or market-based vesting conditions.

For the fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009, compensation expense was $0.1 million, $0.0 million, $0.0 million and $0.3 million, respectively. Compensation expense is recorded in selling, general and administrative expenses in the consolidated statements of operations. Total related tax benefits were insignificant in each of the periods. As of January 30, 2010 the total unrecognized compensation expense for unvested shares issued was $1.0 million, which is expected to be recognized over the weighted average period of 3.7 years.

Other information related to stock option activity during fiscal year 2007, 2008 Predecessor period, 2008 Successor period and fiscal year 2009 is as follows, (in thousands):

	Predecessor Year Ended February 2, 2008		Predecessor 228 Days Ended February 2, 2008	Successor 136 Days Ended January  31, 2009	Successor Year Ended January  30, 2010
Total fair value of options vested	$	62	—	—	$	1,676
Total intrinsic value of options exercised	$	16	—	—		—

On August 2, 2006, the Predecessor Company granted 500,000 shares of restricted stock, which vested based on sales and gross margin performance conditions beginning in fiscal year 2007 through fiscal year 2011. No shares vested and no compensation expense was recognized in fiscal year 2007 or 2008 Predecessor period. The restricted stock was cancelled in connection with the business combination described in Note B.

M. DIRECTOR DEFERRED COMPENSATION PLAN

The Director Deferred Compensation Plan allowed non-employee members of the Predecessor Company’s Board of Directors to defer all or a portion of their director fees earned. The Company did not match any portion of the directors’ deferred compensation. The Plan liability was $0.1 million as of September 17, 2008 and was distributed in connection with the business combination described in Note B. The interest paid on the outstanding plan assets was determined using an average composite of Moody’s Seasoned Corporate Bond Yield Index, which was approximately 6.04% on February 2, 2008 and 6.08% at September 17, 2008.

F-21

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

N. RELATED PARTY DISCLOSURE

The Successor Company paid consulting fees to Sun Capital Partners Management, LLC, a management company operating on behalf of the stockholders of the Successor Company. During 2008 Successor period and fiscal year 2009, the Company paid $0.8 million and $1.5 million, respectively, to this related party under the terms of the consulting agreement.

O. COMMITMENTS AND CONTINGENCIES

In connection with the dividend paid in December 2009, the Company entered into bonus agreements, dated as of January 18, 2010, with selected officers. The bonus agreements provide a cash bonus in an aggregate amount equal to the amount the officer would have received pursuant to the dividend if all of the officer’s options had been vested and exercised as of the dividend record date. Under the bonus agreements, the cash bonus is payable only after the occurrence of a change in control (and therefore is not accrued in the financial statements) and is subject to a downward adjustment in certain circumstances pursuant to the terms of the agreement.

From time to time, the Company is involved in litigation relating to claims arising out of its operations in the normal course of business. As of the date of this report, the Company was not engaged in any legal proceedings that are expected, individually or in the aggregate, to have a material effect on the Company.

P. SUBSEQUENT EVENTS

The Company has evaluated events and transactions subsequent to the balance sheet date through April 30, 2010, the date these financial statements were available to be issued.

F-22

GORDMANS STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in 000’s except share data)

(Unaudited)

	13  Weeks Ended May  2, 2009			13  Weeks Ended May  1, 2010
Net sales	$	93,472		$	111,891
License fees from leased departments		1,347			1,596
Cost of sales		(52,503	)		(60,938	)
Gross profit		42,316			52,549
Selling, general and administrative expenses		(36,292	)		(42,248	)
Income from operations		6,024			10,301
Interest expense		(267	)		(179	)
Income before taxes		5,757			10,122
Income tax expense		(2,123	)		(3,745	)
Net income	$	3,634		$	6,377
Net income per common share (basic)	$	3.63		$	6.38
Weighted-average common shares outstanding (basic)		1,000,000			1,000,000
Net income per common share (assuming dilution)	$	3.63		$	6.11
Weighted-average common shares outstanding (including dilutive securities)		1,000,000			1,043,806

See notes to condensed consolidated financial statements.

F-23

GORDMANS STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in 000’s except share data)

(Unaudited)

	January 30, 2010		May 1, 2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	16,601	$	13,055
Accounts receivable		2,544		2,443
Landlord receivable		423		333
Merchandise inventories		49,291		57,353
Deferred income taxes		2,491		2,491
Prepaid expenses		4,581		5,578
Total current assets		75,931		81,253
PROPERTY, BUILDINGS AND EQUIPMENT, net		10,444		12,258
INTANGIBLE ASSETS, net		2,262		2,238
DEFERRED INCOME TAXES		1,050		1,967
OTHER ASSETS		2,431		2,285
TOTAL ASSETS	$	92,118	$	100,001
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving line of credit facility	$	—	$	—
Accounts payable		30,685		33,128
Income taxes payable		3,715		4,026
Accrued expenses		24,633		22,331
Notes payable, current portion		667		667
Capital lease obligations		68		48
Total current liabilities		59,768		60,200
NONCURRENT LIABILITIES:
Notes payable, net of current portion		778		611
Deferred rent		4,686		5,999
Other liabilities		937		742
Total noncurrent liabilities		6,401		7,352
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock $0.001 par value, 100,000 shares authorized, none issued and outstanding as of May 1, 2010 and January 30, 2010:		—		—
Common stock $0.001 par value, 2,900,000 shares authorized, 1,000,000 issued and outstanding as of May 1, 2010 and January 30, 2010:		1		1
Additional paid-in capital		20,342		20,466
Retained earnings		5,606		11,982
Total stockholders’ equity		25,949		32,449
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	92,118	$	100,001

See notes to condensed consolidated financial statements.

F-24

GORDMANS STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in 000’s)

(Unaudited)

	13  Weeks Ended May  2, 2009			13  Weeks Ended May  1, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,634		$	6,377
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation and amortization		387			529
Amortization of deferred financing fees		85			128
Deferred income taxes		—			(917	)
Stock option expense		—			123
Net changes in assets and liabilities, net of effect of acquisition:
Accounts receivable and income tax receivable		(216	)		192
Merchandise inventories		(12,315	)		(8,062	)
Prepaid expenses		54			(997	)
Other assets		(71	)		18
Accounts payable		10,861			2,831
Deferred rent		280			1,313
Income tax payable		1,683			311
Other accrued expenses		(2,959	)		(2,497	)
Net cash provided by / (used in) operating activities		1,423			(651	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(406	)		(2,708	)
Net cash used in investing activities		(406	)		(2,708	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Revolving line of credit activity, net		623			—
Proceeds from financing		2,000			—
Payment on obligations under capitalized leases and financing agreements		(111	)		(187	)
Debt issuance costs		(1,871	)		—
Net cash provided by / (used in) financing activities		641			(187	)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS		1,658			(3,546	)
CASH AND CASH EQUIVALENTS, Beginning of period		5,218			16,601
CASH AND CASH EQUIVALENTS, End of period	$	6,876		$	13,055

See notes to condensed consolidated financial statements.

F-25

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business – Gordmans Stores, Inc., formerly known as Gordmans Holding Corp., (the “Company”) operated 67 off-price department stores under the trade name “Gordmans” located in 16 states throughout the Midwest as of May 1, 2010. On April 29, 2010 the Company changed its name from Gordmans Holding Corp. to Gordmans Stores, Inc. The name change had no effect on the consolidated financial statements other than the change of name. Gordmans offers a wide assortment of name brand clothing for all ages, accessories, footwear and home fashions for up to 60% off department and specialty store regular prices every day in a fun, easy-to-shop environment.

Basis of Presentation – The condensed consolidated financial statements include the accounts of Gordmans Stores, Inc. and its subsidiaries, Gordmans Intermediate Holding Corp., Gordmans, Inc., Gordmans Management Company, Inc. and Gordmans Distribution Company, Inc. All intercompany transactions and balances have been eliminated in consolidation. The Company utilizes a 52-53 week fiscal year whereby the fiscal year ends on the Saturday nearest January 31.

The condensed consolidated balances sheets as of May 1, 2010 and the condensed consolidated statements of income and cash flows for the thirteen weeks ended May 1, 2010 and May 2, 2009 have been prepared by the Company and have not been audited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for the fair presentation of the financial position, results of operation and cash flows, have been made.

Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principle generally accepted have been condensed or omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the consolidated financial statements for the fiscal year ended January 30, 2010.

Due to the seasonality of our business, the results of operations for any quarter are not necessarily indicative of the operating results for the full fiscal year. In addition, quarterly results of operations depend significantly upon the timing and amount of sales and costs associated with the opening of new stores.

Employee Stock-Based Compensation – The Company recognized all share-based payments to employees in the income statement based on the grant date fair value of the award for those awards that are expected to vest. Forfeitures of awards are estimated at the time of grant and revised appropriately in subsequent periods if actual forfeitures differ from those estimates. The Company utilizes the Black-Scholes option valuation model to calculate the valuation of each stock option. Expected volatility was based on historical volatility of the common stock for a peer group of other companies within the retail industry. The expected term of the options represents the period of time until exercise or termination and is based on the historical experience of similar awards. The risk free rate is based on the U.S. Treasury rate at the time of the grants for instruments of a comparable life. The dividend yield of the index was assumed to be two percent.

Use of Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are subject to inherent uncertainties, which may cause actual results to differ from reported amounts.

F-26

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Financial Instruments – For the WF LOC and the Equipment Loan, fair value approximates the carrying value due to the variable interest rates of these arrangements. Based on the borrowing rates currently available to the Company for debt with similar terms, the fair value of long-term debt at May 1, 2010 approximates its carrying amount. For all other financial instruments including cash, receivables, accounts payable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of those instruments.

Supplemental Cash Flow Information – The following table sets forth non-cash operating, investing and financing activities and other cash flow information (in thousands).

	13 Weeks Ended May 1, 2009		13 Weeks Ended May 1, 2010
Non-cash operating, investing and financing activities:
Purchases of property, building and equipment in accounts payable	$	334	$	527

B. DEBT OBLIGATIONS

Revolving Line of Credit Facility – Borrowings under the $78 million revolving line of credit facility with Wells Fargo Retail Finance, LLC, CIT Bank and PNC Bank (“WF LOC”) bear interest at various rates based on the excess availability and time of year, with two rate options at the discretion of management as follows: (1) For base rate advances, borrowings bear interest at prime rate plus 3.00% during non-seasonal period and prime rate plus 3.75% during seasonal period. When excess availability is $20.0 million or greater, borrowings for base rate advances bear interest at prime rate plus 2.75% during non-seasonal period and prime rate plus 3.50% during seasonal period. (2) For LIBOR rate advances, borrowings bear interest at LIBOR rate plus 4.00% during non-seasonal period and LIBOR rate plus 4.75% during seasonal period. When excess availability is $20.0 million or greater, borrowings for LIBOR advances bear interest at LIBOR rate plus 3.75% during non-seasonal period and LIBOR rate plus 4.50% during a seasonal period. Borrowings available under the WF LOC may not exceed the borrowing base (consisting of specified percentages of credit card receivables and eligible inventory less applicable reserves). The Company had no borrowings under this revolving line of credit facility at May 1, 2010 or January 30, 2010. $40.9 million and $22.9 million was available to borrow at May 1, 2010 and January 30, 2010, respectively. Borrowings under this facility bore an interest rate of 6.00% at May 1, 2010. The Company had outstanding letters of credit totaling approximately $0.5 million as of May 1, 2010. Borrowings were secured by the Company’s inventory, accounts receivable, and all other personal property, except as specifically excluded in the agreement. Among other provisions, the revolving line of credit facility contains certain financial covenants related to earnings before interest, taxes, depreciation and amortization (EBITDA), and restricts the amount of capital expenditures and dividends that can be paid without consent from the lenders. As of May 1, 2010, the Company is in compliance with all of its debt covenants. The credit facility expires on February 20, 2013. The WF LOC contains a subjective acceleration clause, whereby, when borrowings are outstanding on the WF LOC, Wells Fargo has full cash dominion to apply the deposits received from customers in the main concentration account against WF LOC borrowings. As a result, the acceleration clause requires the Company to classify all of the outstanding WF LOC balances as a current liability.

F-27

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Notes Payable – Notes payable consist of the following (in thousands):

	January 30, 2010		May 1, 2010
Term notes payable	$	1,445	$	1,278
Less current portion		667		667
Noncurrent notes payable	$	778	$	611

As part of the Company’s WF LOC, a $2.0 million Equipment Loan was established. The note contains a variable interest rate of the prevailing base rate plus 4.00% (7.25% at May 1, 2010). Payments over the 36 month life of the note are $55.5 thousand in principal per month and matures on February 20, 2012. Annual scheduled debt maturities are $0.7 million in fiscal years 2010 and 2011 and $0.1 million in fiscal year 2012. The loan is secured similarly to the WF LOC by the Company’s inventory, accounts receivable and all other personal property, except as specifically excluded in the agreement.

C. NET INCOME PER COMMON SHARE

Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income available to common stockholders, increased by the weighted average number of outstanding common shares and incremental shares that may be issued in future periods related to outstanding stock options, if dilutive. When calculating incremental shares related to outstanding stock options, the Company applies the treasury stock method. The treasury stock method assumes that proceeds, consisting of the amount the employee must pay on exercise, compensation cost attributed to future services and not yet recognized, and excess tax benefits that would be credited to additional paid-in capital on exercise of the stock options, are used to repurchase outstanding shares at the average market price for the period. The treasury stock method is applied only to share grants for which the effect is dilutive.

The following is a reconciliation of the outstanding shares utilized in the computation of net income per common share:

	13 Weeks Ended May 2, 2009	13 Weeks Ended May 1, 2010
Weighted Average Shares Outstanding (basic)	1,000,000	1,000,000
Effect of Dilutive Options to Purchase Common Stock	—	43,806
As adjusted for diluted calculation	1,000,000	1,043,806

D. STOCK OPTION PLANS

The Company has a stock option plan which provides for granting options of the outstanding stock to officers of the Company for purchases of common stock at prices set forth by the Board of Directors. The Company used the Black-Scholes option valuation model to estimate fair value of the options. This model requires an estimate of the volatility of the Company’s share price, however, because the Company’s shares or options are not publicly traded, it determined that it is not practicable for it to

F-28

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

estimate the expected volatility of its share price. Thus, the Company accounted for equity share options based on a value calculated using the historical volatility of an appropriate industry sector index instead of the expected volatility of the entity’s share price. The historical volatility was calculated using comparisons to peers in the Company’s market sector, which was chosen due to the proximity of size and industry to the Company, at monthly intervals over the expected term of the option.

In determining the expense to be recorded for options, the significant assumptions utilized in applying the Black-Scholes option valuation model are the risk-free interest rate, expected term, dividend yield and expected volatility (discussed above). The risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term approximating the expected term used as the assumption in the model. The expected term of an option award is based on historical experience of similar awards. The weighted average assumptions used by the Company in applying the Black-Scholes valuation model for option grants in the thirteen weeks ended May 1, 2010 are illustrated in the following table:

	13 Weeks Ended May 1, 2010
Risk-free interest rate		2.60	%
Dividend yield		2.00	%
Expected volatility		42.0	%
Expected life (years)		5
Weighted average fair value of options granted	$	83.30

A summary of stock option activity during the thirteen weeks ended May 1, 2010 follows:

	Number	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value(1) (thousands)
Outstanding, January 30, 2010	70,000	$	20.00	9.3	$	8,378
Granted	13,000	$	155.08	9.9		994
Exercised	—		—	—
Forfeited / Expired	—		—	—
Outstanding, May 1, 2010	83,000	$	41.16	9.2	$	15,794
Exercisable, May 1, 2010	—		N/A	N/A		N/A
Vested or expected to vest at May 1, 2010	13,000	$	20.00	9.0	$	2,749

⁽¹⁾ The aggregate intrinsic value for stock options is the difference between the current estimated market value of the Company’s stock as of January 30, 2010 and the option strike price. The Company estimated the market value of its stock with a valuation model that utilizes several key inputs, such as:

• Last twelve months (“LTM”) earnings before interest, taxes, depreciation and amortization (“EBITDA”).

• EBITDA multiple—estimated by management based on a model used by its majority stockholder’s other equity holdings within the same industry and other external comparables.

• Fully diluted shares—the fully diluted shares are calculated as the sum of shares outstanding plus options granted.

• Marketability discount—a measure of the amount by which the value of the underlying equity units is reduced as the value of privately-held shares is not directly comparable to the value of publicly-traded shares of similar common stock. An increase in the marketability discount will decrease compensation expense.

F-29

GORDMANS STORES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Stock options were granted at prices computed to be below fair market value on the date of grant, had ten-year contractual terms and vested no later than five years from the date of grant. None of the stock options outstanding at May 1, 2010 were subject to performance or market-based vesting conditions.

For the thirteen week periods ended May 2, 2009 and May1, 2010, compensation expense was $0 and $0.1 million, respectively. Compensation expense is recorded in selling, general and administrative expenses in the consolidated statements of operations. Total related tax benefits were insignificant. There were no options granted or outstanding during the thirteen weeks ended May 2, 2009. Other information related to stock option activity during the thirteen weeks ended May 1, 2010 is as follows, (in thousands):

	13 Weeks Ended May 1, 2010
Total fair value of options vested	$	3,009
Total intrinsic value of options exercised		—

E. RELATED PARTY DISCLOSURE

The Company pays consulting fees to Sun Capital Partners Management, LLC, a management company operating on behalf of the stockholders of the Successor Company. During the thirteen weeks ended May 2, 2009 and May 1, 2010, the Company incurred fees of $0.2 million and $0.9 million, respectively, to this related party under the terms of the consulting agreement.

F. SUBSEQUENT EVENTS

The Company has evaluated events and transactions subsequent to the balance sheet date through June 4, 2010, the date these financial statements were available to be issued.

F-30

                 Shares

Gordmans Stores, Inc.

Common Stock

PROSPECTUS

Until                     , 2010 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

Piper Jaffray

                         , 2010

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses, other than the underwriting discounts and commissions payable by us, in connection with the offer and sale of the securities being registered. All amounts shown are estimates except for the SEC registration fee and the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee.

SEC registration fee	$	5,347.50
FINRA filing fee		8,000.00
Nasdaq listing fee		*
Printing expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous expenses		*
Total expenses		*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation will provide for this limitation of liability.

Section 145 of the DGCL, or Section 145, provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

II-1

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

Our amended and restated bylaws will provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified.

We intend to enter into indemnification agreements with each of our current directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification to our directors and officers by the underwriters against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

Set forth below is information regarding shares of our common stock issued, and stock options granted, by us within the past three years that were not registered under the Securities Act. Also included is the consideration, if any, received by us for such shares or equity awards and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.

Under our 2009 Plan, we made the following option grants: (i) in May 2009, we granted options to purchase 70,000 shares of common stock and (ii) in April 2010, we granted options to purchase 13,000 shares of common stock. We did not grant any stock options outside of our 2009 Plan.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 of the Securities Act or Section 4(2) of the Securities Act. The offers, sales and issuances of the securities that were deemed to be exempt in reliance on Rule 701 were transactions under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The offers, sales and issuances of the securities that were deemed to be exempt in reliance upon Section 4(2) were each transactions not involving any public offering, and all recipients of these securities were accredited investors within the meaning of Rule 501 of Regulation D of the Securities Act. The recipients of the foregoing securities were our associates, directors or bona fide consultants and received the securities under our 2003 Plan. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

II-2

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

The exhibit index attached hereto is incorporated herein by reference.

(b) Financial Statement Schedules

Schedule I Condensed Parent Company only Financial Statements.

The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company. The ability of the Company’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ revolving line of credit facility and equipment term note.

The condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. Refer to the consolidated financial statements and notes presented above for additional information and disclosures with respect to these financial statements.

GORDMANS STORES, INC.

CONDENSED PARENT COMPANY BALANCE SHEETS

(in thousands)

	January 31, 2009		January 31, 2010
ASSETS
Investment in subsidiaries	$	24,738	$	25,949
Total Assets		24,738		25,949
LIABILITIES AND STOCKHOLDERS’ EQUITY
Preferred stock $0.001 par value; 100,000 shares authorized, none issued and outstanding as of January 31, 2009 and January 30, 2010	$	—	$	—
Common stock $0.001 par value; 2,900,000 shares authorized, 1,000,000 issued and outstanding as of January 31, 2009 and January 31, 2010		1		1
Additional paid-in capital		19,999		20,342
Retained earnings		4,738		5,606
Total liabilities and stockholders’ equity	$	24,738	$	25,949

GORDMANS STORES, INC.

CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS

(in thousands)

	For the 136 Days Ended January 31, 2009		For the Year Ended January 30, 2010
Equity in earnings of subsidiary	$	4,738	$	16,211
Share based compensation expense		—		(343	)
Net Income	$	4,738	$	15,868

II-3

GORDMANS STORES, INC.

CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS

(in thousands)

	For the 136 Days Ended January 31, 2009			For the Year Ended January 30, 2010
Cash Flows from Operating Activities
Net Income	$	4,738		$	15,868
Adjustment to reconcile net income to net cash provided by operating activities:
Share based compensation expense		—			343
Equity in earnings of Subsidiary		(4,738	)		(16,211	)
Net cash provided by (used in) operating activities		—			—
Net Cash From Investing Activities
Acquisitions costs, net of cash acquired		(52,506	)		—
Dividends received from subsidiary		32,506			15,000
Net cash provided by investing activities		(20,000	)		15,000
Net Cash From Financing Activities
Proceeds from revolving line of credit related to acquisition		32,506			—
Net payments on revolving line of credit		(32,506	)		—
Dividends paid		—			(15,000	)
Proceeds from issuance of common stock		20,000			—
Net cash provided by (used in) financing activities		20,000			(15,000	)
Net Change in Cash		—			—
Cash and cash equivalents at beginning of period		—			—
Cash and cash equivalents at end of period		—			—

Schedule II Valuation and Qualifying Accounts

Reserve for Sales Returns	Balance Beginning of Period		Amounts Charged to Net Income		Write-offs Against Reserve		Balance End of Period
	(in thousands)
Predecessor Fiscal Year Ended February 2, 2008	$	110	$	22,951	$	22,951	$	110
Predecessor 228 days Ended September 17, 2008		110		12,700		12,700		110
Successor 136 days Ended January 31, 2009		110		10,235		10,245		100
Fiscal Year Ended January 30, 2010		100		23,966		23,946		120

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Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the purchase agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this registration statement or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Omaha, Nebraska on June 30, 2010.

Gordmans Stores, Inc.
By:	/S/    JEFFREY J. GORDMAN
Name:	Jeffrey J. Gordman
Title:	President, Chief Executive Officer and Secretary

Pursuant to the requirements of the Securities Act, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on June 30, 2010:

Signature	Title
/s/    JEFFREY J. GORDMAN         Jeffrey J. Gordman	President, Chief Executive Officer, Secretary and Director (principal executive officer)
/s/    MICHAEL D. JAMES         Michael D. James	Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)
* Thomas V. Taylor	Chairman
* Donald V. Roach	Director
* Brian J. Urbanek	Director

* The undersigned, by signing his name hereto, does sign and execute this Amendment No. 2 to registration statement on Form S-1 pursuant to the Power of Attorney executed by the above-named officers and directors of Gordmans Stores, Inc. and filed with the Securities and Exchange Commission.

/S/    MICHAEL D. JAMES        

Michael D. James

Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description
1.1	Form of Purchase Agreement.
2.1	Agreement and Plan of Merger among Midwest Shoppes Intermediate Holding Corp., Midwest Shoppes Integrated, Inc., Gordmans, Inc. and Jeffrey J. Gordman, dated as of September 5, 2008.
3.1	Form of Amended and Restated Certificate of Incorporation of Gordmans Stores, Inc., to be effective upon completion of this offering.
3.2	Form of Amended and Restated Bylaws of Gordmans Stores, Inc., to be effective upon completion of this offering.
4.1*	Specimen Common Stock Certificate.
5.1*	Form of Opinion of Kirkland & Ellis LLP.
10.1#	Registration Agreement by and among Midwest Shoppes Holding Corp. (n/k/a Gordmans Stores, Inc.), Sun Midwest Shoppes, LLC (n/k/a Sun Gordmans, LP) and the other stockholders party thereto, dated as of September 17, 2008.
10.2†#	Jeffrey J. Gordman Employment Letter Agreement, dated October 16, 2008.
10.3†#	Richard H. Heyman Severance Agreement Letter, dated January 12, 2010.
10.4†#	Michael D. James Severance Agreement Letter, dated January 12, 2010.
10.5†#	Debra A. Kouba Severance Agreement Letter, dated January 12, 2010.
10.6†#	Johanna K. Lewis Severance Agreement Letter, dated January 12, 2010.
10.7†#	Michael S. Morand Severance Agreement Letter, dated January 12, 2010.
10.8†	Form of Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan.
10.9#	Loan, Guaranty and Security Agreement by and among Gordmans, Inc., as Borrower, the Guarantors signatory thereto, as Credit Parties, the Lenders signatory thereto, as the Lenders, and Wells Fargo Retail Finance, LLC, as Administrative Agent and Joint Lead Arranger, and CIT Capital Securities LLC, as Syndication Agent and Joint Lead Arranger, dated as of February 20, 2009.
10.10#	First Amendment to Loan, Guaranty and Security Agreement by and among Gordmans, Inc., as Borrower, the Guarantors signatory thereto, as Credit Parties, the Lenders signatory thereto, as the Lenders, and Wells Fargo Retail Finance, LLC, as Administrative Agent and Joint Lead Arranger, and CIT Capital Securities LLC, as Syndication Agent and Joint Lead Arranger, dated as of March 16, 2009.
10.11#	Notice of Request for Revolver Increase, dated as of March 31, 2009.
10.12#	Second Amendment to Loan, Guaranty and Security Agreement by and among Gordmans, Inc., as Borrower, the Guarantors signatory thereto, as Credit Parties, the Lenders signatory thereto, as the Lenders, and Wells Fargo Retail Finance, LLC, as Administrative Agent and Joint Lead Arranger, and CIT Capital Securities LLC, as Syndication Agent and Joint Lead Arranger, dated as of December 23, 2009.
10.13#	Lease Agreement by and between NL Ventures VII Douglas, L.L.C., as Lessor, and Gordmans, Inc., as Lessee, dated as of November 21, 2008.
10.14#	Industrial Building Lease by and between Nebraska Furniture Mart, Inc., as Landlord, and Gordmans, Inc., as Tenant, dated as of December 2, 2005.
10.15#	First Amendment to Industrial Building Lease by and between Nebraska Furniture Mart, Inc., as Landlord, and Gordmans, Inc., as Tenant, dated March 1, 2006.

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Exhibit Number	Description
10.16#	Second Amendment to Industrial Building Lease by and between Nebraska Furniture Mart, Inc., as Landlord, and Gordmans, Inc., as Tenant, dated March 31, 2008.
10.17#	Amended and Restated Sublease Agreement by and between A.G. Realty Company, as Landlord, and Gordmans, Inc., as Tenant, dated July 21, 2008.
10.18†#	Gordmans, Inc. Executive Deferred Compensation Plan.
10.19†#	2009 Stock Option Plan of Gordmans Stores, Inc. (f/k/a Gordmans Holding Corp.).
10.20†#	Form of Grant Agreement pursuant to 2009 Stock Option Plan of Gordmans Stores, Inc. (f/k/a Gordmans Holding Corp.).
10.21†#	Retention Bonus Agreement by and between Gordmans, Inc. and Michael Remsen, dated March 20, 2008.
10.22†#	Retention Bonus Agreement by and between Gordmans, Inc. and Ronald Hall, dated March 20, 2008.
10.23†#	Retention Bonus Agreement by and between Gordmans, Inc. and Michael James, dated March 20, 2008.
10.24†#	Retention Bonus Agreement by and between Gordmans, Inc. and Debra Kouba, dated March 20, 2008.
10.25†#	Retention Bonus Agreement by and between Gordmans, Inc. and Norm Farrington, dated March 24, 2008.
10.26†#	Bonus Agreement by and between Gordmans Stores, Inc. (f/k/a Gordmans Holding Corp.) and Michael Morand, dated January 18, 2010.
10.27†#	Bonus Agreement by and between Gordmans Stores, Inc. (f/k/a Gordmans Holding Corp.) and Jeffrey Gordman, dated January 18, 2010.
10.28†#	Bonus Agreement by and between Gordmans Stores, Inc. (f/k/a Gordmans Holding Corp.) and Richard Heyman, dated January 18, 2010.
10.29†#	Bonus Agreement by and between Gordmans Stores, Inc. (f/k/a Gordmans Holding Corp.) and Michael James, dated January 18, 2010.
10.30†#	Bonus Agreement by and between Gordmans Stores, Inc. (f/k/a Gordmans Holding Corp.) and Debra Kouba, dated January 18, 2010.
10.31†#	Bonus Agreement by and between Gordmans Stores, Inc. (f/k/a Gordmans Holding Corp.) and Johanna Lewis, dated January 18, 2010.
10.32	Consent and Third Amendment to Loan, Guaranty and Security Agreement by and among Gordmans, Inc., the other credit parties signatory thereto, the lenders party thereto and Wells Fargo Retail Finance, LLC, dated June 30, 2010.
10.33	Fourth Amendment to Loan, Guaranty and Security Agreement by and among Gordmans, Inc., the other credit parties signatory thereto, the lenders party thereto and Wells Fargo Retail Finance, LLC, dated June 30, 2010.
10.34*†	Stock Option Termination Agreement by and between Gordmans Stores, Inc. and Debra Kouba, dated                      2010.
10.35*†	Stock Option Termination Agreement by and between Gordmans Stores, Inc. and Jeffrey Gordman, dated                      2010.
10.36*†	Stock Option Termination Agreement by and between Gordmans Stores, Inc. and Johanna Lewis, dated                      2010.

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Exhibit Number	Description
10.37*†	Stock Option Termination Agreement by and between Gordmans Stores, Inc. and Michael James, dated                      2010.
10.38*†	Stock Option Termination Agreement by and between Gordmans Stores, Inc. and Michael Morand, dated                      2010.
10.39*†	Stock Option Termination Agreement by and between Gordmans Stores, Inc. and Richard Heyman, dated                      2010.
10.40*†	Bonus Agreement by and between Gordmans Stores, Inc. and Debra Kouba, dated                      2010.
10.41*†	Bonus Agreement by and between Gordmans Stores, Inc. and Jeffrey Gordman, dated                      2010.
10.42*†	Bonus Agreement by and between Gordmans Stores, Inc. and Johanna Lewis, dated                      2010.
10.43*†	Bonus Agreement by and between Gordmans Stores, Inc. and Michael James, dated                      2010.
10.44*†	Bonus Agreement by and between Gordmans Stores, Inc. and Michael Morand, dated                      2010.
10.45*†	Bonus Agreement by and between Gordmans Stores, Inc. and Richard Heyman, dated                      2010.
10.46*†	Bonus Agreement by and between Gordmans Stores, Inc. and Gary Crump, dated                      2010.
10.47†	Form of Restricted Stock Agreement under the Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan.
10.48†	Form of Incentive Stock Option Agreement under the Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan.
10.49*	Services Agreement by and between Gordmans Stores, Inc. and Sun Capital Partners Management V, LLC, dated                      2010.
21.1#	List of subsidiaries of Gordmans Stores, Inc.
23.1	Consent of Grant Thornton LLP, independent registered public accounting firm.
23.2*	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
24.1#	Powers of Attorney (included on signature page).

* To be filed by amendment.

† Indicates a management contract or compensatory plan or arrangement.

# Previously filed.

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EX-1.1

Exhibit 1.1

[ — ] Shares¹

Gordmans Stores, Inc.

Common Stock

PURCHASE AGREEMENT

[ — ], 2010

PIPER JAFFRAY & CO.

As Representatives of the several

  Underwriters named in Schedule I hereto

c/o Piper Jaffray & Co.

800 Nicollet Mall

Minneapolis, Minnesota 55402

Ladies and Gentlemen:

Gordmans Stores, Inc., a Delaware corporation (the “Company”), and Sun Gordmans, LLC (the “Selling Stockholder”) severally propose to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ — ] shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [ — ] authorized but unissued shares of Common Stock to be issued and sold by the Company and [ — ] outstanding shares of Common Stock to be sold by the Selling Stockholder. The Selling Stockholder has also granted to the several Underwriters an option to purchase up to [ — ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

The Company and the Selling Stockholder hereby confirm their agreement with respect to the sale of the Securities to the several Underwriters, for whom you are acting as representatives (the “Representatives”).

1. Registration Statement and Prospectus. A registration statement on Form S-1 (File No. 333-166436) (the “initial registration statement”) with respect to the Securities, including a preliminary form of prospectus, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (“Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”)

¹ Plus an option to purchase up to [ — ] additional shares to cover over-allotments.

thereunder and has been filed with the Commission; one or more amendments to such registration statement have also been so prepared and have been, or will be, so filed; and, if the Company has elected to rely upon Rule 462(b) of the Rules and Regulations to increase the size of the offering registered under the Act, the Company will prepare and file with the Commission a registration statement with respect to such increase pursuant to Rule 462(b) (the “additional registration statement”). Copies of such registration statements and amendments and each related preliminary prospectus have been delivered to you.

If the Company has elected not to rely upon Rule 430A of the Rules and Regulations, the Company has prepared and will promptly file an amendment to the registration statement and an amended prospectus. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, it will prepare and file a prospectus pursuant to Rule 424(b) of the Rules and Regulations that discloses the information previously omitted from the prospectus in reliance upon Rule 430A (“Rule 430A Information”). “Original Registration Statement” as of any time means the initial registration statement, in the form then filed with the Commission, including all amendments to the initial registration statement as of such time, all information contained in the additional registration statement (if any) and then deemed to be a part of the initial registration statement pursuant to the General Instructions of Form S-1 and all information (if any) included in a prospectus then deemed to be a part of the initial registration statement pursuant to Rule 430C of the Rules and Regulations or retroactively deemed to be a part of the initial registration statement pursuant to Rule 430A(b) of the Rules and Regulations. “Rule 462(b) Registration Statement” as of any time means the additional registration statement in the form then filed with the Commission, including the contents of the Original Registration Statement incorporated by reference therein and including all information (if any) included in a prospectus then deemed to be a part of the additional registration statement pursuant to Rule 430C or retroactively deemed to be a part of the additional registration statement pursuant to Rule 430A(b). “Registration Statement” as of any time means the Original Registration Statement and any Rule 462(b) Registration Statement as of such time. For purposes of the foregoing definitions, information contained in a form of prospectus that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. For purposes of this Agreement, “Effective Time” with respect to the Original Registration Statement or the Rule 462(b) Registration Statement means the date and time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(b). “Registration Statement” without reference to a time means the Registration Statement as of its Effective Time. “Statutory Prospectus” as of any time means the prospectus included in the Registration Statement immediately prior to that time, including any information in a prospectus deemed to be a part thereof pursuant to Rule 430A or 430C. For purposes of the preceding sentence, information contained in a form of prospectus that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) and not retroactively. “Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the Securities and the offering and otherwise satisfies Section 10(a) of the Act. “Preliminary Prospectus” as of any time means any Statutory Prospectus included in the Registration Statement prior to the time it becomes or became effective under the Act and any prospectus that omits Rule 430A Information. All references in this

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Agreement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing, shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, analysis and Retrieval System (“EDGAR”).

2. Representations and Warranties of the Company and the Selling Stockholder.

(a) The Company represents and warrants to, and agrees with, the several Underwriters as follows:

(i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, complied in all material respects with the requirements of the Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any Preliminary Prospectus in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g).

(ii) As of the time any part of each of the Original Registration Statement and the 462(b) Registration Statement (or any post-effective amendment thereto) became effective and at all other subsequent times until expiration of the Prospectus Delivery Period (as hereinafter defined), upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at all other subsequent times until expiration of the Prospectus Delivery Period and at the First Closing Date and Second Closing Date, (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are or were made, not misleading; except that each of the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). If the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission.

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(iii) Neither (A) the Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule II, the information on Schedule III, and the Statutory Prospectus, all considered together (collectively, the “Time of Sale Disclosure Package”), nor (B) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omit or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g). As used in this paragraph and elsewhere in this Agreement:

(1) “Time of Sale” means [ — ]:00 **[a/p]m (Eastern time) on the date of this Agreement

(2) “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Act, relating to the Securities that (A) is required to be filed with the Commission by the Company, or (B) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Act because it contains a description of the Securities or of the offering that does not reflect the final terms or pursuant to Rule 433(d)(8)(ii) because it is a “bona fide electronic roadshow,” as defined in Rule 433 of the Rules and Regulations which is made available without restriction, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Act.

(3) “Issuer General Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule II to this Agreement.

(4) “Issuer Limited-Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Free Writing Prospectus.

(iv)(A) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 4(a)(iii)(B), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any

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Statutory Prospectus or the Prospectus. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(g).

(B)(1) At the time of filing the Registration Statement and (2) at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act, including the Company or any subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 (without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Act.

(C) Each Issuer Free Writing Prospectus satisfied, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities, all other conditions to use thereof as set forth in Rules 164 and 433 under the Act.

(v) The financial statements of the Company, together with the related notes, set forth in the Registration Statement, the Time of Sale Disclosure Package and Prospectus comply in all material respects with the requirements of the Act and fairly present the financial condition of the Company and its consolidated subsidiaries as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity with generally accepted accounting principles in the United States consistently applied throughout the periods involved; the supporting schedules included in the Registration Statement present fairly the information required to be stated therein; all non-GAAP financial information included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus complies with the requirements of Regulation G and Item 10 of Regulation S-K under the Act; and, except as disclosed in the Time of Sale Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the Act, Item 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons, that may have a material current or, to the Company’s knowledge, material future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses. No other financial statements or schedules are required to be included in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus. Grant Thornton LLP, which has expressed its opinion with respect to the financial statements and schedules filed as a part of the Registration Statement and included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, is (x) an independent public accounting firm within the meaning of the Act and the Rules and Regulations, (y) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)) and (z) not in violation of the auditor independence requirements of the Sarbanes-Oxley Act.

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(vi) Each of the Company and its subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its subsidiaries has full corporate power and authority to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have a material adverse effect upon the business, prospects, management, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole (“Material Adverse Effect”).

(vii) Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company or any of its subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its subsidiaries, taken as a whole (“Material Adverse Change”) or any development which could reasonably be expected to result in any Material Adverse Change.

(viii) Except as set forth in the Time of Sale Disclosure Package and in the Prospectus, there is not pending or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding (a) to which the Company or any of its subsidiaries is a party or (b) which has as the subject thereof any officer or director of the Company, any employee benefit plan sponsored by the Company or any property or assets owned or leased by the Company before or by any court or Governmental Authority (as defined below), or any arbitrator, which, individually or in the aggregate, might result in any Material Adverse Change, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement or which are otherwise material in the context of the sale of the Securities. There are no current or, to the knowledge of the Company, pending, legal, governmental or regulatory actions, suits or proceedings (x) to which the Company or any of its subsidiaries is subject or (y) which has as the subject thereof any officer or director of the Company, any employee plan sponsored by the Company or any property or assets owned or leased by the Company, that are required to be described in the Registration Statement, Time of Sale Disclosure Package and Prospectus by the Act or by the Rules and Regulations and that have not been so described.

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(ix) There are no statutes, regulations, contracts or documents that are required to be described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations that have not been so described or filed.

(x) This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the Company’s charter or by-laws or (C) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”). No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except such as may be required under the Act , the rules of the Financial Industry Regulatory Authority (“FINRA”) or state securities or blue sky laws; and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.

(xi) All of the issued and outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will

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have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the Common Stock, conforms to the description thereof in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound. Except as disclosed in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company (collectively “Registration Rights”), and any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any subsidiary of the Company. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Common Stock (including the Securities) conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Time of Sale Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

(xii) The Company and each of its subsidiaries holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any Governmental Authority or self-regulatory body required for the conduct of its business and all such franchises, grants, authorizations, licenses, permits, easements, consents, certifications and orders are valid and in full force and effect; and neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such franchise, grant, authorization, license, permit, easement, consent, certification or order or has reason to believe that any such franchise, grant, authorization, license, permit, easement, consent, certification or order will not be renewed in the ordinary course; and the Company and each of its subsidiaries is in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees.

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(xiii) The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

(xiv) The Company and each of its subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property necessary for the conduct of the Company’s and it subsidiaries’ business as now conducted or as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus to be conducted, except as such failure to own, possess, or acquire such rights would not result in a Material Adverse Effect. Furthermore, (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse Effect; (B) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (C) the Intellectual Property owned by the Company and its subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) there is no pending or threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, neither the Company or any of its subsidiaries has received any written notice of such claim and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company nor any of its subsidiaries or actions undertaken by the employee while employed with the Company or any of its subsidiaries, except as such violation would not result in a Material Adverse Effect. “Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.

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(xv) Neither the Company nor any of its subsidiaries is in violation of its respective charter, by-laws or other organizational documents, or in breach of or otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement or any other material contract, lease or other instrument to which it is subject or by which any of them may be bound, or to which any of the material property or assets of the Company or any of its subsidiaries is subject.

(xvi) The Company and its subsidiaries have timely filed all federal, state, local and foreign income and franchise tax returns required to be filed and are not in default in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which the Company or any of its subsidiaries is contesting in good faith. There is no pending dispute with any taxing authority relating to any of such returns, and the Company has no knowledge of any proposed liability for any tax to be imposed upon the properties or assets of the Company for which there is not an adequate reserve reflected in the Company’s financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus.

(xvii) The Company has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Company; provided, however, that, except as set forth on Schedule II, the Company has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, except in accordance with the provisions of Section 4(a)(xix) of this Agreement.

(xviii) The Securities have been approved for listing on the [Nasdaq Global Select Market] upon official notice of issuance and, on the date the Original Registration Statement became effective, the Company’s Registration Statement on Form 8-A or other applicable form under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), became effective. Except as previously disclosed to counsel for the Underwriters or as set forth in the Time of Sale Disclosure Package and the Prospectus, there are no affiliations with members of the FINRA among the Company’s officers or directors or, to the knowledge of the Company, any five percent or greater stockholders of the Company or any beneficial owner of the Company’s unregistered equity securities that were acquired during the 180-day period immediately preceding the initial filing date of the Registration Statement.

(xix) Other than the subsidiaries of the Company listed in Exhibit 21 to the Registration Statement, the Company, directly or indirectly, owns no capital stock or other equity or ownership or proprietary interest in any corporation, partnership, association, trust or other entity.

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(xx) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company’s internal control over financial reporting is effective and none of the Company, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase-in periods specified in the applicable stock exchange rules (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules.

(xxi) Other than as contemplated by this Agreement, the Company has not incurred any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

(xxii) The Company carries, or is covered by, insurance from insurers with appropriately rated claims paying abilities in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries; all policies of insurance and any fidelity or surety bonds insuring the Company or any of its subsidiaries or its business, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has reason to believe that it will not be able to renew its

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existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(xxiii) The Company is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

(xxiv) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission thereunder.

(xxv) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to the Company, including its subsidiaries, is made known to the principal executive officer and the principal financial officer. The Company has utilized such controls and procedures in preparing and evaluating the disclosures in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus.

(xxvi) Each of the Company, its subsidiaries, its affiliates and any of their respective officers, directors, supervisors, managers, agents, or employees, has not violated, its participation in the offering will not violate, and the Company has instituted and maintains policies and procedures designed to ensure continued compliance with, each of the following laws: (a) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other law, rule or regulation of similar purposes and scope, (b) anti-money laundering laws, including but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including, without limitation, Title 18 US. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder or (c) laws and regulations imposing U.S. economic sanctions measures, including, but not limited to, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the United Nations Participation Act and the Syria Accountability and Lebanese Sovereignty Act, all as amended, and any Executive Order, directive, or regulation pursuant to the authority of any of the foregoing, including the regulations of the United States Treasury Department set forth under 31 CFR, Subtitle B, Chapter V, as amended, or any orders or licenses issued thereunder.

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(xxvii) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

(xxviii) To the Company’s knowledge, no transaction has occurred between or among the Company and its subsidiaries, on the one hand, and any of the Company’s officers, directors or 5% stockholders or any affiliate or affiliates of any such officer, director or 5% stockholders that is required to be described that is not so described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. The Company has not, directly or indirectly, extended or maintained credit, or arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its directors or executive officers in violation of applicable laws, including Section 402 of the Sarbanes-Oxley Act.

(xxix) Except as disclosed in the Time of Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any Governmental Authority or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate, have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(xxx) The Company and each of its subsidiaries (A) is in compliance, in all material respects, with any and all applicable foreign, federal, state and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities (including pursuant to the Occupational Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such permit, license or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

(xxxi) (i) To the knowledge of the Company, no “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Code and not exempt

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under ERISA Section 408 and the regulations and published interpretations thereunder has occurred with respect to any Employee Benefit Plan. At no time has the Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA. No Employee Benefit Plan provides or promises, or at any time provided or promised, retiree health, life insurance, or other retiree welfare benefits except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law. Each Employee Benefit Plan is and has been operated in material compliance with its terms and all applicable laws, including but not limited to ERISA and the Code and, to the knowledge of the Company, no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA Affiliate to any material tax, fine, lien, penalty or liability imposed by ERISA, the Code or other applicable law. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the IRS upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked; to the knowledge of the Company, nothing has occurred since the date of any such determination or opinion letter that is reasonably likely to adversely affect such qualification; (ii) with respect to each Foreign Benefit Plan, such Foreign Benefit Plan (A) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such treatment, and (B) if required to be funded, is funded to the extent required by applicable law, and with respect to all other Foreign Benefit Plans, adequate reserves therefore have been established on the accounting statements of the applicable Company or subsidiary; (iii) the Company does not have any obligations under any collective bargaining agreement with any union and no organization efforts are underway with respect to Company employees. As used in this Agreement, “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (A) any current or former employee, director or independent contractor of the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its respective subsidiaries or (B) the Company or any of its subsidiaries has had or has any present or future obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; “ERISA Affiliate” means any member of the company’s controlled group as defined in Code Section 414(b), (c), (m) or (o); and “Foreign Benefit Plan” means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America or which covers any employee working or residing outside of the United States.

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(xxxii) Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company has not granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

(xxxiii) No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that could have a Material Adverse Effect.

(xxxiv) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Time of Sale Disclosure Package and the Prospectus.

(xxxv) Any third-party statistical and market-related data included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects.

(b) The Selling Stockholder represents and warrants to, and agrees with, the several Underwriters as follows:

(i) The Selling Stockholder is the record and beneficial owner of, and has, and on the First Closing Date and/or the Second Closing Date, as the case may be, will have, valid and marketable title to the Securities to be sold by the Selling Stockholder, free and clear of all security interests, claims, liens, restrictions on transferability, legends, proxies, equities or other encumbrances; and upon delivery of and payment for such Securities hereunder, the several Underwriters will acquire valid and marketable title thereto, free and clear of any security interests, claims, liens, restrictions on transferability, legends, proxies, equities or other encumbrances. The Selling Stockholder is selling the Securities to be sold by the Selling Stockholder for the Selling Stockholder’s own account and is not selling such Securities, directly or indirectly, for the benefit of the Company or any Underwriter, and no part of the proceeds of such sale received by the Selling Stockholder will inure, either directly or indirectly, to the benefit of the Company or any Underwriter other than as described in the Registration Statement, the Time of Sale Disclosure Package and Prospectus.

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(ii) The Selling Stockholder has full right, power and authority to enter into a Letter of Transmittal and Custody Agreement (“Custody Agreement”), with **[full name of custodian], as Custodian (the “Custodian”); pursuant to the Custody Agreement the Selling Stockholder has placed in custody with the Custodian, for delivery under this Agreement, the certificates representing the Securities to be sold by the Selling Stockholder; such certificates represent validly issued, outstanding, fully paid and nonassessable shares of Common Stock; and such certificates were duly and properly endorsed in blank for transfer, or were accompanied by all documents duly and properly executed that are necessary to validate the transfer of title thereto, to the Underwriters, free of any legend, restriction on transferability, proxy, lien or claim, whatsoever.

(iii) The Selling Stockholder has the full right, power and authority to enter into an irrevocable power of attorney (a “Power of Attorney”) authorizing and directing [ — ] and [ — ], as attorneys-in-fact (the “Attorneys-in-Fact”), or either of them, to effect the sale and delivery of the Securities being sold by the Selling Stockholder, to enter into this Agreement and to take all such other action as may be necessary hereunder.

(iv) This Agreement, the Custody Agreement and the Power of Attorney have each been duly authorized, executed and delivered by or on behalf of the Selling Stockholder and each constitutes a valid and binding agreement of the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or laws affecting the rights of creditors generally and subject to general principles of equity. The execution and delivery of this Agreement, the Custody Agreement and the Power of Attorney and the performance of the terms hereof and thereof and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound, or any law, regulation, order or decree applicable to the Selling Stockholder; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or for the consummation of the transactions contemplated hereby and thereby, including the sale of the Securities being sold by the Selling Stockholder, except such as may be required under the Act or state securities laws or blue sky laws.

(v) The Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except as described or incorporated by reference in the Registration Statement.

(vi) The Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the

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Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus or other materials permitted by the Act to be distributed by the Selling Stockholder; provided, however, that the Selling Stockholder has not made nor will make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act except a Permitted Free Writing Prospectus authorized by the Company and the Underwriters for distribution in accordance with the provisions of Section 4(a)(xix) hereof.

(vii) As of the time any part of each of the Original Registration Statement and the 462(b) Registration Statement (or any post-effective amendment thereto) became effective and at all other subsequent times until expiration of the Prospectus Delivery Period, upon the filing or first use within the meaning of the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at all other subsequent times until expiration of the Prospectus Delivery Period and at the First Closing Date and Second Closing Date, (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) the Prospectus (as so supplemented) did not or will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are or were made, not misleading. The preceding sentence (x) is to the knowledge of the Selling Stockholder and (y) does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(g) hereof.

(viii) As of the Applicable Time, neither (i) the Time of Sale Disclosure Package nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence (x) is to the knowledge of the Selling Stockholder and (y) does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(g) hereof.

(ix) All written information concerning the Selling Stockholder furnished to the Company by the Selling Stockholder specifically for use in the Registration Statement or the Prospectus (any written information concerning the Selling Stockholder furnished to the Company by the Selling Stockholder specifically for such use being referred to as the “Selling Stockholder Information”) contained in any Issuer Free Writing

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Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Selling Stockholder notified or notifies the Company and Piper Jaffray & Co. as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which the Selling Stockholder Information, if republished immediately following such event or development, conflicted or would conflict with the information then contained in the Registration Statement or as a result of which the Selling Stockholder Information would include any untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Selling Stockholder has promptly notified or will promptly notify the Company and Piper Jaffray & Co. and will provide the Company with all necessary information so as to correct such untrue statement or omission.

(x) The sale of the Securities by the Selling Stockholder pursuant to this Agreement is not prompted by any material information concerning the Company or any of its subsidiaries that is not set forth in the Time of Disclosure Package and Prospectus.

(xi) To the knowledge of the Selling Stockholder, the representations and warranties of the Company contained in paragraph (a) of this Section 2 are true and correct.

(c) Any certificate signed by any officer of the Company and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby; any certificate signed by or on behalf of the Selling Stockholder as such and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Selling Stockholder to each Underwriter as to the matters covered thereby.

3. Purchase, Sale and Delivery of Securities.

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell [ — ] Firm Shares, and the Selling Stockholder agrees to sell [ — ] Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $[ — ] per share. The obligation of each Underwriter to each of the Company and the Selling Stockholder shall be to purchase from each of the Company and the Selling Stockholder that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Selling Stockholder pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be

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purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I.

The Firm Shares will be delivered by the Company and the Custodian to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company and the Custodian, as appropriate, at the offices of Piper Jaffray & Co., 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “First Closing Date.” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days’ prior notice to the Company and the Custodian, or evidence of their issuance, will be made available for checking at a reasonable time preceding the First Closing Date at the offices of Piper Jaffray & Co., Minneapolis, Minnesota, or such other location as may be mutually acceptable.

(b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Stockholder hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Selling Stockholder and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

The Option Shares will be delivered by the Custodian, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day

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funds payable to the order of the Custodian, at the offices of Piper Jaffray & Co., 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Option Shares in definitive form and in such denominations and registered in such names as you have set forth in your notice of option exercise, or evidence of their issuance, will be made available for checking at a reasonable time preceding the Second Closing Date at the office of Piper Jaffray & Co., 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable.

(c) It is understood that you, individually and not as Representatives of the several Underwriters, may (but shall not be obligated to) make payment to the Company or the Selling Stockholder, on behalf of any Underwriter for the Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. Nothing herein contained shall constitute any of the Underwriters an unincorporated association or partner with the Company or the Selling Stockholder.

4. Covenants.

(a) The Company covenants and agrees with the several Underwriters as follows:

(i) If the Original Registration Statement has not already been declared effective by the Commission, the Company will use its best efforts to cause the Original Registration Statement and any post-effective amendments thereto to become effective as promptly as possible; the Company will notify you promptly of the time when the Original Registration Statement or any post-effective amendment to the Original Registration Statement has become effective or any supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Original Registration Statement or Prospectus or additional information; if the Company has elected to rely on Rule 430A of the Rules and Regulations, the Company will prepare and file a Prospectus containing the information omitted therefrom pursuant to Rule 430A of the Rules and Regulations with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rules 424(b) and 430A of the Rules and Regulations; if the Company has elected to rely upon Rule 462(b) of the Rules and Regulations to increase the size of the offering registered under the Act and the Rule 462(b) Registration Statement has not yet been filed and become effective, the Company will prepare and file the Rule 462 Registration Statement with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rule 462(b) and the Act; the Company will prepare and file with the Commission, promptly upon your request, any amendments or supplements to the Registration Statement or Prospectus that, in your opinion, may be necessary or advisable in connection with the distribution of the Securities by the Underwriters; and the Company will furnish the Representatives and counsel for the Underwriters a copy of any proposed amendment or supplement to the Registration Statement or Prospectus and will not file any amendment or supplement to the Registration Statement or Prospectus to which you shall reasonably object by notice to the Company after having been furnished a copy a reasonable time prior to the filing.

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(ii) The Company will advise you, promptly after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and the Company will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b), Rule 433 or Rule 462 were received in a timely manner by the Commission.

(iii)(A) Within the time during which a prospectus (assuming the absence of Rule 172) relating to the Securities is required to be delivered under the Act by any Underwriter or dealer, the Company will comply as far as it is able with all requirements imposed upon it by the Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof , the Time of Sale Disclosure Package and the Prospectus. If during such period any event occurs as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective investors, the Time of Sale Disclosure Package) to comply with the Act, the Company will promptly notify you and will amend the Registration Statement or supplement the Prospectus (or, if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) (at the expense of the Company) so as to correct such statement or omission or effect such compliance.

(B) If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Statutory Prospectus or the Prospectus relating to the Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or promptly will notify the Representatives and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

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(iv) The Company shall take or cause to be taken all necessary action to qualify the Securities for sale under the securities laws of such jurisdictions as you reasonably designate and to continue such qualifications in effect so long as required for the distribution of the Securities, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any state.

(v) The Company will furnish, at its own expense, to the Underwriters and counsel for the Underwriters copies of the Registration Statement (three of which will be signed and will include all consents and exhibits filed therewith), and to the Underwriters and any dealer each Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as you may from time to time reasonably request.

(vi) During a period of five years commencing with the date hereof, the Company will furnish to the Representatives, and to each Underwriter who may so request in writing, copies of all periodic and special reports furnished tot the stockholders of the Company and all information, documents and reports filed with the Commission, the FINRA or any securities exchange (other than any such information, documents and reports that are filed with the Commission electronically via EDGAR or any successor system).

(vii) The Company will make generally available to its security holders as soon as practicable, but in no event later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period beginning after the effective date of the Original Registration Statement (or if later the Rule 462(b) Registration Statement) that shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations.

(viii) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel and any separate counsel of the Selling Shareholder but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with the qualification of the Securities for offering and sale by the Underwriters

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or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (E) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with marketing of the Securities, and (H) all other costs and expenses of the Company and the Selling Stockholder incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. If this Agreement is terminated by the Representatives pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company or the Selling Stockholder is not fulfilled, the Company or the Selling Stockholder will reimburse the several Underwriters for all out-of-pocket disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder.

(ix) The Company will apply the net proceeds from the sale of the Securities to be sold by it hereunder for the purposes set forth in the Time of Sale Disclosure Package and in the Prospectus and will file such reports with the Commission with respect to the sale of the Securities and the application of the proceeds therefrom as may be required in accordance with Rule 463 of the Rules and Regulations.

(x) The Company will not, without the prior written consent of Piper Jaffray & Co., from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by Piper Jaffray & Co. in writing, shall continue to apply until the expiration of the date that is 18 calendar

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days after the date on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The Company will provide the Representatives, any co-managers and each shareholder subject to the Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the extension of the Lock-Up Period.

(xi) The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each of the Company’s directors and officers. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

(xii) The Company has not taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in, or which has constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities, and has not effected any sales of Common Stock which are required to be disclosed in response to Item 701 of Regulation S-K under the Act which have not been so disclosed in the Registration Statement.

(xiii) The Company will not incur any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

(xiv) The Company will file on a timely basis with the Commission such periodic and special reports as required by the Rules and Regulations.

(xv) The Company and its subsidiaries will maintain such controls and other procedures, including without limitation those required by Sections 302 and 906 of the Sarbanes-Oxley Act and the applicable regulations thereunder, that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and its principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, to ensure that material information relating to Company, including its subsidiaries, is made known to them by others within those entities.

(xvi) The Company and its subsidiaries will comply with all applicable provisions of the Sarbanes-Oxley Act.

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(xvii) The Company represents and agrees that, unless it obtains the prior written consent of Piper Jaffray & Co., and each Underwriter severally represents and agrees that, unless it obtains the prior written consent of the Company and Piper Jaffray & Co., it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II. Any such free writing prospectus consented to by the Company and Piper Jaffray & Co. is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic roadshow.

(b) The Selling Stockholder covenants and agrees with the several Underwriters as follows:

(i) The Selling Stockholder will pay all taxes, if any, on the transfer and sale, respectively, of the Securities being sold by the Selling Stockholder, the fees of the Selling Stockholder’s counsel, accountant or other adviser and the Selling Stockholder’s proportionate share (based upon the number of Securities being offered by the Selling Stockholder pursuant to the Registration Statement) of all costs and expenses (except for legal and accounting expenses and fees of any registrar and transfer agent) incurred by the Company pursuant to the provisions of Section 4(a)(viii) of this Agreement; provided, however, that the Selling Stockholder agrees to reimburse the Company for any reimbursement made by the Company to the Underwriters pursuant to Section 4(a)(viii) hereof to the extent such reimbursement resulted from the failure or refusal on the part of the Selling Stockholder to comply under the terms or fulfill any of the conditions of this Agreement.

(ii) If this Agreement shall be terminated by the Underwriters because of any failure, refusal or inability on the part of the Selling Stockholder to perform any agreement on the Selling Stockholder’s part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Selling Stockholder is not fulfilled, the Selling Stockholder agrees to reimburse the several Underwriters for all out-of-pocket disbursements (including fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. The Selling Stockholder shall not in any event be liable to any of the Underwriters for loss of anticipated profits from the transactions covered by this Agreement.

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(iii) The Securities to be sold by the Selling Stockholder, represented by the certificates on deposit with the Custodian pursuant to the Custody Agreement of the Selling Stockholder, are subject to the interest of the several Underwriters; the arrangements made for such custody are, except as specifically provided in the Custody Agreement, irrevocable; and the obligations of the Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or in the Custody Agreement, by any act of the Selling Stockholder, by operation of law, whether by the liquidation, dissolution or merger of the Selling Stockholder, by the death of the Selling Stockholder, or by the occurrence of any other event. If the Selling Stockholder should liquidate, dissolve or be a party to a merger or if any other such event should occur before the delivery of the Securities hereunder, certificates for the Securities deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such liquidation, dissolution, merger or other event had not occurred, whether or not the Custodian shall have received notice thereof.

(iv) The Selling Stockholder has delivered to you prior to the date of this Agreement a Lock-Up Agreement, in the form of Exhibit A hereto, executed by or on behalf of the Selling Stockholder and such agreement is in full force and effect.

(v) The Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities, and has not effected any sales of Common Stock which, if effected by the Company, would be required to be disclosed in response to Item 701 of Regulation S-K.

(vi) The Selling Stockholder shall immediately notify you if any event occurs, or of any change in the Selling Stockholder Information relating to the Selling Stockholder or the Company or any new information relating to the Company or relating to any matter stated in the Time of Sale Disclosure Package or in the Prospectus or any supplement thereto or any Issuer General Free-Writing Prospectus, which results in the Time of Sale Disclosure Package or in the Prospectus (as amended or supplemented) or any Issuer General Free-Writing Prospectus including an untrue statement of a material fact or omitting to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(vii) The Selling Stockholder shall deliver to the Custodian or the Representatives, as appropriate, prior to the First Closing Date, a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy, as of the date hereof and at each of the First Closing Date and the Second Closing Date (as if made at such Closing Date), of and compliance

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with all representations, warranties and agreements of the Company and the Selling Stockholder contained herein, to the performance by the Company and the Selling Stockholder of their respective obligations hereunder and to the following additional conditions:

(a) The Registration Statement shall have become effective not later than 5:00 p.m., Central time, on the date of this Agreement, or such later time and date as you, as Representatives of the several Underwriters, shall approve and all filings required by Rules 424, 430A and 433 of the Rules and Regulations shall have been timely made (without reliance on Rule 424(b)(8) or Rule 164(b)); no stop order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to your satisfaction.

(b) No Underwriter shall have advised the Company that (i) the Registration Statement or any amendment thereof or supplement thereto contains an untrue statement of a material fact which, in your opinion, is material or omits to state a material fact which, in your opinion, is required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus contains an untrue statement of fact which, in your opinion, is material, or omits to state a fact which, in your opinion, is material and is required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(c) Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in your judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Time of Sale Disclosure Package and in the Prospectus.

(d) On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock;

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(e) On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, the opinion of Kirkland & Ellis LLP, counsel for the Company, dated such Closing Date and addressed to you in substantially the form attached hereto as Exhibit B.

(f) On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, the opinion of [ — ], counsel for the Selling Stockholder, dated such Closing Date and addressed to you in substantially the form attached hereto as Exhibit C.

(g) On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Faegre & Benson LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

(h) On each Closing Date you, as Representatives of the several Underwriters, shall have received a letter of Grant Thornton LLP, dated such date and addressed to you, confirming that it is an independent public accounting firm within the meaning of the Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and stating, as of the date of such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters covered by its letter delivered to you concurrently with the execution of this Agreement, and the effect of the letter so to be delivered on such Closing Date shall be to confirm the conclusions and findings set forth in such prior letter.

(i) On each Closing Date, there shall have been furnished to you, as Representatives of the Underwriters, a certificate, dated such Closing Date and addressed to you, signed by the chief executive officer and by the chief financial officer of the Company, to the effect that:

(i) The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;

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(ii) No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Securities for offering or sale, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the best of their knowledge, is contemplated by the Commission or any state or regulatory body; and

(iii) The signers of said certificate have carefully examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and any amendments thereof or supplements thereto, and (A) each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto contain, and contained when such part of the Registration Statement, or any amendment thereof, became effective, all statements and information required to be included therein, the Registration Statement, or any amendment thereof, does not contain and did not contain when such part of the Registration Statement, or any amendment thereof, became effective, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date or the time of first use within the meaning of the Rules and Regulations, any untrue statement of material fact or omit to state and did not omit to state as of its date or the time of first use within the meaning of the rules and Regulations a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (B) neither (1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale any untrue statement of a material fact or omits, or omitted as of the Time of Sale, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the Time of Sale there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, (D) subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package and in the Prospectus, neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, not in the ordinary course of business, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock, and except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company, or any of its subsidiaries, or any other Material Adverse Change or any development which could reasonably be expected to result in any Material Adverse Change (whether or not arising in the ordinary course of business), and (E) except as stated in the Time of Sale Disclosure Package and in the Prospectus, there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company or any of its subsidiaries is a party before or by any court, Governmental Agency or any arbitrator, which could reasonably be expected to result in any Material Adverse Change.

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(j) On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, a certificate or certificates, dated such Closing Date and addressed to you, signed by the Selling Stockholder or either of the Selling Stockholder’s Attorneys-in-Fact to the effect that the representations and warranties of the Selling Stockholder contained in this Agreement are true and correct as if made at and as of such Closing Date, and that the Selling Stockholder has complied with all the agreements and satisfied all the conditions on the Selling Stockholder’s part to be performed or satisfied at or prior to such Closing Date.

(k) The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4.

(l) The Company shall have furnished to you and counsel for the Underwriters such additional documents, certificates and evidence as you or they may have reasonably requested.

(m) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(n) The Securities to be delivered on such Closing Date will have been approved for listing on the [Nasdaq Global Select Market], subject to official notice of issuance.

All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you and counsel for the Underwriters. The Company will furnish you with such conformed copies of such opinions, certificates, letters and other documents as you shall reasonably request.

6. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless each Underwriter from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not

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misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(g).

(b) The Selling Stockholder agrees to indemnify and hold harmless each Underwriter from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or in any Marketing Materials, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(g).

(c) Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company and the Selling Stockholder from and against any losses, claims, damages or liabilities to which the Company and the Selling Stockholder may become subject, under the Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission to state

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therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(g)), and will reimburse the Company and the Selling Stockholder for any legal or other expenses reasonably incurred by the Company or the Selling Stockholder in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred.

(d) Promptly after receipt by an indemnified party under subsection (a), (b) or (c) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses). In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if, in the sole judgment of the Representatives, it is advisable for the Underwriters to be represented as a group by separate counsel, the Representatives shall have the right to employ a single counsel (in addition to local counsel) to represent the Representatives and all Underwriters who may be subject to liability arising from any claim in respect of which indemnity may be sought by the Underwriters under subsection (a) or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the Underwriters as incurred. An indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 6 to which it has not agreed in writing. In addition, no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding unless such settlement includes an unconditional release of such indemnified party for all liability on claims that are the subject matter of such proceeding and does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(e) If the indemnification provided for in this Section 6 is unavailable or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above, then each

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indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Stockholder on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and Selling Stockholder bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Stockholder or the Underwriters and the parties’ relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, the Selling Stockholder and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (e) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this subsection (e). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.

(f) The obligations of the Company and the Selling Stockholder under this Section 6 shall be in addition to any liability which the Company and the Selling Stockholder may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability that the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company (including any person who, with his consent, is named in the Registration Statement as about to become a director of the Company), to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company or the Selling Stockholder within the meaning of the Act.

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(g) The Underwriters severally confirm and the Company and the Selling Stockholder acknowledge that the statements with respect to the public offering of the Securities by the Underwriters set forth in the [ — ] paragraphs under the caption “Underwriting” in the Time of Sale Disclosure Package and in the Prospectus are correct and constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.

7. Representations and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company and the Selling Stockholder herein or in certificates delivered pursuant hereto, and the agreements of the several Underwriters, the Company and the Selling Stockholder contained in Section 6 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, or the Selling Stockholder or any controlling person thereof, and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder.

8. Substitution of Underwriters.

(a) If any Underwriter or Underwriters shall fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the amount of Firm Shares not purchased does not aggregate more than 10% of the total amount of Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Firm Shares that the withdrawing or defaulting Underwriters agreed but failed to purchase.

(b) If any Underwriter or Underwriters shall fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the amount of Firm Shares not purchased aggregates more than 10% of the total amount of Firm Shares set forth in Schedule I hereto, and arrangements satisfactory to you for the purchase of such Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination neither the Company nor the Selling Stockholder shall be under any liability to any Underwriter (except to the extent provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Firm Shares agreed by such Underwriter to be purchased hereunder) be under any liability to the Company or the Selling Stockholder (except to the extent provided in Section 6 hereof).

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(c) If Firm Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by any other party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.

9. Termination.

(a) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice to the Company and the Selling Shareholders as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other Governmental Authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.

(b) If you elect to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholder, shall be notified promptly by you by telephone, confirmed by letter.

10. Default by the Selling Stockholder or the Company. If the Selling Stockholder shall fail at the First Closing Date to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder, then the Underwriters may at your option, by notice from you to the Company, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company has agreed to sell hereunder.

In the event of a default by the Selling Stockholder as referred to in this Section, either you or the Company shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements.

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If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party.

No action taken pursuant to this Section shall relieve the Company or the Selling Stockholder so defaulting from liability, if any, in respect of such default.

11. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed or delivered to the Representatives c/o Piper Jaffray & Co., 800 Nicollet Mall, Minneapolis, Minnesota 55402, except that notices given to an Underwriter pursuant to Section 6 hereof shall be sent to such Underwriter at the address stated in the Underwriters’ Questionnaire furnished by such Underwriter in connection with this offering; if to the Company, shall be mailed or delivered to it at 12100 West Center Road, Omaha, Nebraska 68144, Attention: Jeffrey J. Gordman; if to the Selling Stockholder, at the address of the Attorneys-in-Fact as set forth in the Power of Attorney, or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 6. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used shall not include any purchaser, as such purchaser, of any of the Securities from any of the several Underwriters.

13. Absence of Fiduciary Relationship. The Company and the Selling Stockholder acknowledge and agree that: (a) the Representatives have been retained solely to act as an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholder and the Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Representatives have advised or are advising the Company or the Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and the Selling Stockholder following discussions and arms-length negotiations with the Representatives and the Company and the Selling Stockholder is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions

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contemplated by this Agreement; (c) they have been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholder and that the Representatives have no obligation to disclose such interest and transactions to the Company or the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) they have been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company or the Selling Stockholder; (e) each of the Company and the Selling Stockholder waives to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company or the Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of the Selling Stockholder or the Company, including stockholders, employees or creditors of the Company.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

15. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

16. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

[Signature Page Follows]

fb.us.5205127.03

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Please sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the Company, the Selling Stockholder and the several Underwriters in accordance with its terms.

Very truly yours,
GORDMANS STORES, INC.
By
	Chief Executive Officer, President and Secretary
SELLING STOCKHOLDER
By
	Attorney-in-Fact

Confirmed as of the date first

above mentioned, on behalf of

themselves and the other several

Underwriters named in Schedule I

hereto.

PIPER JAFFRAY & CO.
By
	Managing Director

fb.us.5205127.03

SCHEDULE I

Underwriter	Number of Firm Shares (1)
Total

(1) The Underwriters may purchase up to an additional [ — ] Option Shares, to the extent the option described in Section 3(b) of the Agreement is exercised, in the proportions and in the manner described in the Agreement.

SCHEDULE II

Issuer General Free Writing Prospectuses

SCHEDULE III

Pricing Information

EXHIBIT A

Form of Lock-Up Agreement

            , 2010

Gordmans Stores, Inc.

12100 West Center Road

Omaha, Nebraska 68144

Piper Jaffray & Co.

As Representative of the Several Underwriters

c/o	Piper Jaffray & Co.
	U.S. Bancorp Center
	800 Nicollet Mall, Suite 800
	Minneapolis, Minnesota 55402

Dear Sirs:

As an inducement to the Underwriters (as defined below) to enter into an underwriting agreement (the “Underwriting Agreement”) among the Company (as defined below), Piper Jaffray & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for the common stock, par value $0.01 per share (the “Securities”), of Gordmans Stores, Inc., and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representative. In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases

earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or material news or the occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension.

The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by the Representative to the Company (in accordance with Section 10 of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34^th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities sold by the undersigned pursuant to the Underwriting Agreement or acquired by the undersigned in the open market will not be subject to this Agreement.

Notwithstanding the foregoing, if the undersigned is a natural person, the undersigned may transfer the undersigned’s Securities during the Lock-Up Period: (1) to a family member or trust, (2) by will, revocable trust or similar instrument, or intestate succession upon the death of the undersigned, or (3) as a bona fide gift or gifts, provided that, in each case, such transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 shall be made during the Lock-Up Period in connection with such transfer (except that a filing on Form 4 or Form 5 may be made, only if required by the Securities Exchange Act of 1934, during the Lock-Up Period in connection with such transfer if, in the case of clauses (1) and (3), the undersigned provides written notice to the Representative at least three business days prior to such proposed transfer) and provided further that in the case of clauses (1) and (3) above, the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer, or, in the case of clause (2) above, the transferee agrees to be bound in writing by the terms of this Agreement promptly after such transfer. For purposes of this paragraph, “family member” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

In addition, notwithstanding the foregoing, the undersigned may transfer the undersigned’s Securities during the Lock-Up Period (but only prior to the effectiveness of the registration statement on Form S-1 filed with the SEC in connection with the offering contemplated hereby) in connection with a merger or sale of the Company, regardless of how such a transaction is structured (it being further understood that this Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith during such portion of the Lock-Up Period, including an agreement to vote in favor of any such transaction or take any other action in connection with any such transaction).

A-2

In addition, notwithstanding the foregoing, if the undersigned is a corporation, partnership, limited liability company or other business entity, the undersigned may transfer the undersigned’s Securities during the Lock-Up Period: (1) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined in Rule 405 under the Securities Act of 1933) of the undersigned or (2) as part of a distribution to shareholders, partners or members of, or owners of a similar equity interest in, the undersigned, as the case may be, provided that, with respect to any transfer contemplated by this paragraph, the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 shall be made during the Lock-Up Period in connection with such transfer (except that a filing on Form 4 or Form 5 may be made, only if required by the Securities Exchange Act of 1934, during the Lock-Up Period in connection with such transfer if the undersigned provides written notice to the Representative at least three business days prior to such proposed transfer).

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement.

This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void upon the earliest to occur of (a) April 30, 2008, if the Public Offering Date shall not have occurred on or before that date or (b) termination of the Underwriting Agreement before the sale of any of the Securities to the Underwriters. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

	Very truly yours,
[                    ]
[                     ]

A-3

EXHIBIT B

Form of Company Counsel Opinion

(i) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its subsidiaries has full corporate power and authority to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction listed in a schedule to such counsel’s opinion.

(ii) The capital stock of the Company conforms as to legal matters to the description thereof contained in the Time of Sale Disclosure Package and in the Prospectus under the caption “Description of Capital Stock.”

(iii) All of the issued and outstanding shares of the capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable, and the holders thereof are not subject to personal liability by reason of being such holders.

(iv) The Securities to be issued and sold by the Company hereunder have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Agreement, will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders. Except as otherwise stated in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by-laws or any agreement or other instrument known to such counsel to which the Company is a party or by which the Company is bound. To such counsel’s knowledge, neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by the Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company.

(v) All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries has been duly and validly authorized and issued and is fully paid and nonassessable, and, to such counsel’s knowledge, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. To such counsel’s knowledge, except as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary any shares of the capital stock of the Company or any subsidiary of the Company.

(vi) The Registration Statement has become effective under the Act and, to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of such counsel, threatened by the Commission.

(vii) The descriptions in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus of statutes, regulations, legal and governmental proceedings, contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any statutes, regulations, legal or governmental proceedings or contracts or other documents required to be described in the Time of Sale Disclosure Package or in the Prospectus or included as exhibits to the Registration Statement that are not described or included as required.

(viii) The Company has full corporate power and authority to enter into the Agreement, and the Agreement has been duly authorized, executed and delivered by the Company.

(ix) The execution, delivery and performance of the Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule or regulation, any agreement or instrument known to such counsel to which the Company is a party or by which it is bound or to which any of its property is subject, the Company’s charter or by-laws, or any order or decree known to such counsel of any court or Governmental Agency having jurisdiction over the Company or any of its respective properties.

(x) No consent, approval, authorization or order of, or filing with, any court or Governmental Agency or body is required for the execution, delivery and performance of the Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except such as may be required under the Act or state securities laws.

(xi) The Registration Statement, the Statutory Prospectus included in the Time of Sale Disclosure Package and the Prospectus, and any amendment thereof or supplement thereto, comply, and as of their respective effective or issue dates (including without limitation each deemed effective date with respect to the Underwriters pursuant to the Rules and Regulations) complied, as to form in all material respects with the requirements of the Act and the Rules and Regulations.

In addition, such counsel shall include a statement to the effect that on the basis of conferences with officers and other representatives of the Company, representatives of the Underwriters and representatives of the independent accountants for the Company, examination of documents referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and such other procedures as such counsel deemed appropriate, but without independent review or verification and without assuming responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus (except as otherwise set forth in its opinion), nothing has come to the

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attention of such counsel that causes such counsel to believe that (a) any part of the Registration Statement or any amendment thereof (including any 430A Information omitted from the Registration Statement at the time the Registration Statement became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430A), when such part became effective (including each deemed effective date with respect to the Underwriters pursuant to the Rules and Regulations) and as of such Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) that the documents specified in a schedule to such counsel’s letter, consisting of those included in the Time of Sale Disclosure Package as of the Time of Sale and as of such Closing Date, included or includes any untrue statement of material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (c) that the Prospectus (as of its issue date and as of such Closing Date), as amended or supplemented, included or includes any untrue statement of material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no belief as to the financial statements or other financial data included in any of the documents mentioned in this paragraph.

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EXHIBIT C

Form of Selling Stockholder Counsel Opinion

(i) Upon payment by the Underwriters of the purchase price for the Securities to be sold by the Selling Stockholder in accordance with the Agreement, delivery in the State of New York of security certificates for the Securities, as directed by the Underwriters, endorsed to Cede & Co. or such other nominee as may be designated by DTC, or in blank, by an effective endorsement, registration of transfer of the Securities in the stock registry of the Company in the name of Cede & Co. or such other nominee and the crediting of the Securities on the books of DTC to securities accounts of the Underwriters, and, assuming that neither DTC nor any such Underwriter has notice of any adverse claim to the Securities within the meaning of Section 8-105 of the Uniform Commercial Code (the “UCC”), (a) DTC will be a “protected purchaser” of the Securities within the meaning of Section 8-303 of the UCC, (b) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of the Securities, and (c) the delivery of stock certificate(s) representing the Securities will transfer to the Underwriters all rights of the Selling Stockholder in such Securities free and clear of any “adverse claim” (within the meaning of Section 8-102 of the UCC). With respect to the opinion of such counsel set forth in the preceding sentence, such counsel may assume that DTC is a “clearing corporation” within the meaning of Section 8-102 of the UCC and that DTC’s jurisdiction for purposes of Section 8-110 of the UCC is the State of New York.

(ii) The Selling Stockholder has the power and authority to enter into the Custody Agreement, the Power of Attorney and the Agreement and to perform and discharge the Selling Stockholder’s obligations thereunder and hereunder; and the Agreement, the Custody Agreements and the Power of Attorney have been duly and validly authorized, executed and delivered by (or by the Attorneys-in-Fact, or either of them, on behalf of) the Selling Stockholder and are valid and binding agreements of the Selling Stockholder, enforceable in accordance with their respective terms (except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and subject to general principles of equity).

(iii) The execution and delivery of the Agreement, the Custody Agreement and the Power of Attorney and the performance of the terms hereof and thereof and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule or regulation, or any agreement or instrument known to such counsel to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of its property is subject, any the Selling Stockholder’s charter or by-laws, or any order or decree known to such counsel of any court or government agency or body having jurisdiction over the Selling Stockholder or any of its respective properties.

(iv) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of the Agreement, the Custody Agreement and the Power of Attorney or for the consummation of the transactions contemplated hereby and thereby, including the sale of the Securities being sold by the Selling Stockholder, except such as may be required under the Act or state securities laws or blue sky laws.

fb.us.5205127.03

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EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among

MIDWEST SHOPPES INTERMEDIATE HOLDING CORP.,

MIDWEST SHOPPES INTEGRATED, INC.,

GORDMANS, INC.

and

JEFFREY J. GORDMAN

Dated as of September 5, 2008

TABLE OF CONTENTS

		Page
ARTICLE I THE MERGER		1
Section 1.1	The Merger	1
Section 1.2	Closing; Effective Time	1
Section 1.3	Effects of the Merger	2
Section 1.4	Certificate of Incorporation; By-Laws	2
Section 1.5	Directors	2
Section 1.6	Officers	2
ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS		3
Section 2.1	Conversion of Securities	3
Section 2.2	Treatment of Options	3
Section 2.3	Dissenting Shares	4
Section 2.4	Surrender of Shares and Options; Payment of Aggregate Merger Consideration and Option Consideration	4
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		8
Section 3.1	Organization and Qualification; Subsidiaries	8
Section 3.2	Certificate of Incorporation and By-laws	8
Section 3.3	Capitalization	9
Section 3.4	Authority	10
Section 3.5	No Conflict; Required Filings and Consents	10
Section 3.6	Title to Assets	11
Section 3.7	Compliance; Aggregate Merger Consideration Calculation; Financial Statements and Disclosures	12
Section 3.8	Absence of Undisclosed Liabilities	13
Section 3.9	Absence of Certain Changes or Events	14
Section 3.10	Absence of Litigation	15
Section 3.11	Employee Benefit Plans	16
Section 3.12	Labor and Employment Matters	17
Section 3.13	Insurance	18
Section 3.14	Tax Matters	18
Section 3.15	Information Statements	19
Section 3.16	Brokers	20
Section 3.17	Takeover Statutes	20
Section 3.18	Intellectual Property	20
Section 3.19	Real Property	21
Section 3.20	Environmental Matters	24
Section 3.21	Contracts	25
Section 3.22	Affiliate Transactions	26
Section 3.23	Suppliers	27
Section 3.24	Bank Accounts	27

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Section 3.25	Names and Locations	27
Section 3.26	Product Warranty	27
Section 3.27	Promotions Program	27
Section 3.28	Inventory	27
Section 3.29	Disclosure	28
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		28
Section 4.1	Organization	28
Section 4.2	Certificate of Incorporation and By-Laws	28
Section 4.3	Authority	28
Section 4.4	No Conflict; Required Filings and Consents	29
Section 4.5	Absence of Litigation	29
Section 4.6	Information Statements	30
Section 4.7	Brokers	30
Section 4.8	Financing	30
Section 4.9	Operations of Parent and Merger Sub	30
Section 4.10	Vote/Approval Required	30
Section 4.11	No Other Representations or Warranties	30
ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER		31
Section 5.1	Conduct of Business of the Company Pending the Merger	31
Section 5.2	Conduct of Business of the Parties Pending the Merger	33
Section 5.3	No Control of Other Party’s Business	33
ARTICLE VI ADDITIONAL AGREEMENTS		34
Section 6.1	Stockholders Meeting	34
Section 6.2	Information Statements	34
Section 6.3	Resignation of Directors	35
Section 6.4	Access to Information; Confidentiality	35
Section 6.5	Acquisition Proposals	36
Section 6.6	Employment and Employee Benefits Matters	36
Section 6.7	Directors’ and Officers’ Indemnification and Insurance	37
Section 6.8	Further Action; Efforts	37
Section 6.9	Public Announcements	38
Section 6.10	Notification of Certain Matters	39
Section 6.11	Subordination, Non-Disturbance and Attornment Agreements	39
Section 6.12	Retention Agreements	39
ARTICLE VII CONDITIONS OF MERGER		39
Section 7.1	Conditions to Obligation of Each Party to Effect the Merger	39
Section 7.2	Conditions to Obligations of Parent and Merger Sub	40
Section 7.3	Conditions to Obligations of the Company	43
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER		44
Section 8.1	Termination	44
Section 8.2	Effect of Termination	45

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Section 8.3	Expenses	45
Section 8.4	Amendment	45
Section 8.5	Waiver	45
ARTICLE IX SURVIVAL OF REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION, ETC		46
Section 9.1	Time Limitations	46
Section 9.2	Indemnification	46
Section 9.3	Indemnification Payments; Remedies	47
Section 9.4	Defense of Third Party Claims	47
Section 9.5	Stockholders’ Representative	48
ARTICLE X TAX MATTERS		50
Section 10.1	Liability for Taxes	50
Section 10.2	Allocation of Responsibility for Tax Matters	51
Section 10.3	Cooperation on Tax Matters	52
Section 10.4	Survival	52
Section 10.5	Conflict	53
ARTICLE XI GENERAL PROVISIONS		53
Section 11.1	Notices	53
Section 11.2	Certain Definitions	54
Section 11.3	Severability	60
Section 11.4	Entire Agreement; Assignment	60
Section 11.5	Parties in Interest	61
Section 11.6	Governing Law	61
Section 11.7	Headings	61
Section 11.8	Counterparts	61
Section 11.9	Specific Performance; Jurisdiction; Waiver of Jury Trial	61
Section 11.10	Guarantee	62
Section 11.11	Interpretation	62

Exhibit:
Exhibit A	Certificate of Incorporation of the Surviving Corporation
Exhibit B	Form of Option Cancellation Agreement
Exhibit C	Adjusted Unfunded Deferred Compensation Amount
Exhibit D	Form of Letter of Transmittal
Exhibit E	Form of Significant Stockholders Agreement
Exhibit F	Calculation of Working Capital and Indebtedness
Exhibit G	Landlord Receivables Schedule
Exhibit H	Effective Date Aggregate Merger Consideration and Effective Date Per Share
	Merger Consideration
Exhibit I	Paying Agent Agreement

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INDEX OF DEFINED TERMS

Defined Term	Section
Accounting Principles	Section 11.2
Acquisition Proposal	Section 6.5
Adjusted Unfunded Deferred Compensation Amount	Section 11.2
Affiliate	Section 11.2
Aggregate Merger Consideration	Section 11.2
Agreement	Introduction
Antitrust Laws	Section 11.2
Beneficial Owner	Section 11.2
Beneficially Owned	Section 11.2
Board	Preamble
Book Entry Shares	Section 2.4(d)
Business Day	Section 11.2
Capitalization Date	Section 3.3
Certificate of Merger	Section 1.2
Certificates	Section 2.4(d)
Closing	Section 1.2
Closing Date	Section 1.2
COBRA	Section 3.11(k)
Code	Section 3.11(c)
Collected Landlord Receivables	Section 11.2
Company	Introduction
Company Common Stock	Section 2.1(a)
Company Disclosure Schedule	Section 11.2
Company Employees	Section 6.6(a)
Company Intellectual Property	Section 3.18(b)
Company Plans	Section 3.11(a)
Company Requisite Vote	Section 3.4
Company Securities	Section 3.3
Company Stock Plans	Section 3.3
Company Termination Date	Section 8.1(c)
Company Transaction Expenses	Section 11.2
Company’s Tax	Section 10.1(b)
Confidentiality Agreement	Section 6.4(c)
Contract	Section 3.5(a)
Control	Section 11.2
Controlled	Section 11.2
Controlled By	Section 11.2
D&O Tail Policies	Section 6.7
DGCL	Preamble
Dissenting Shares	Section 2.3(a)
Effective Date Aggregate Merger Consideration	Section 11.2
Effective Date Per Share Merger Consideration	Section 11.2
Effective Time	Section 1.2
Employee Benefit Plan	Section 3.11(a)

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Defined Term	Section
Encumbrance	Section 11.2
Environmental Laws	Section 3.20(d)
Environmental Permits	Section 3.20(d)
ERISA	Section 3.11(a)
ERISA Affiliate	Section 3.11(d)
Excess Cash	Section 11.2
Fundamental Representations	Section 9.1
GAAP	Section 11.2
Generally Accepted Accounting Principles	Section 11.2
Governmental Approvals	Section 7.1(d)
Governmental Entity	Section 3.5(b)
Ground Lease	Section 3.19(b)(xiv)
Ground Leases	Section 3.19(b)(xiv)
Holdback Funds	Section 11.2
HSR Act	Section 4.4(b)
Indebtedness	Section 11.2
Indemnified Parties	Section 6.7
Indemnitee	Section 11.2
Indemnity Matters	Section 9.2
Information Statement	Section 6.2(a)
Intellectual Property	Section 3.18(b)
IRS	Section 3.11(b)
July End Date	Section 11.2
July Financial Statements	Section 11.2
July Fiscal Period	Section 11.2
Knowledge	Section 11.2
Landlord Receivables	Section 11.2
Leased Real Property	Section 3.19(b)
Leases	Section 3.19(b)
Legal Proceeding	Section 11.2
Letter of Transmittal	Section 2.4(d)
Liability	Section 11.2
Licenses	Section 3.7(a)
Listed Company Intellectual Property	Section 3.18(a)
Losses	Section 11.2
Material Adverse Effect	Section 11.2
Material Contract	Section 3.21(a)
Materials of Environmental Concern	Section 3.20(d)
Merger	Preamble
Merger Sub	Introduction
Multiemployer Plan	Section 3.11(a)
Option	Section 2.2
Option Cancellation Agreements	Section 2.2
Option Consideration	Section 3.3
Optionholder Information Statement	Section 6.2(b)

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Defined Term	Section
Outstanding Shares	Section 3.3
Owned Real Property	Section 3.19(a)
Parent	Introduction
Parent Disclosure Schedule	Section 11.2
Parent Plan	Section 6.6(b)
Parent Termination Date	Section 8.1(c)
Paying Agent	Section 2.4(a)
Paying Agent Agreement	Section 7.2
Permitted Encumbrances	Section 3.19(a)(i)
Per Share Merger Consideration	Section 11.2
Person	Section 11.2
Pre-Closing Tax Period	Section 10.1(a)
Real Property	Section 3.19
Register Cash	Section 11.2
Representatives	Section 6.5
Retention Agreements	Section 11.2
Revolver Indebtedness	Section 11.2
Share	Section 2.1(a)
Significant Stockholders	Section 11.2
Special Committee	Preamble
Stockholders	Section 9.2
Stockholders’ Representative	Section 9.5(a)
Straddle Period	Section 10.1(b)
Subsidiaries	Section 11.2
Subsidiary	Section 11.2
Surviving Corporation	Section 1.1
Tax Incentives	Section 7.2(q)
Tax Return	Section 3.14(b)
Tax Statute of Limitations	Section 10.4
Taxes	Section 3.14(b)
Third Party Approvals	Section 7.2(g)
Third Party Claim	Section 9.4
Trusts	Section 11.2
Under Common Control With	Section 11.2
Unused Retention Amount	Section 6.12
WARN Act	Section 3.12
Working Capital	Section 11.2

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of September 5, 2008 (this “Agreement”), is among MIDWEST SHOPPES INTERMEDIATE HOLDING CORP., a Delaware corporation (“Parent”), MIDWEST SHOPPES INTEGRATED, INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), GORDMANS, INC., a Delaware corporation (the “Company”), and JEFFREY J. GORDMAN, as Stockholders’ Representative.

WHEREAS, the Board of Directors of the Company (the “Board”), upon the recommendation of the special committee of the Board (the “Special Committee”), has (i) determined that it is in the best interests of the Company and the Stockholders, and declared it advisable, for the Company to enter into this Agreement with Parent and Merger Sub providing for the merger (the “Merger”) of Merger Sub with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), upon the terms and subject to the conditions set forth herein, (ii) approved this Agreement in accordance with the DGCL, upon the terms and subject to the conditions set forth herein, and (iii) resolved to recommend adoption of this Agreement by the Stockholders; and

WHEREAS, the Boards of Directors of Parent and Merger Sub have each approved, and the Board of Directors of Merger Sub has declared it advisable for Merger Sub to enter into, this Agreement providing for the Merger in accordance with the DGCL, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

ARTICLE I

THE MERGER

Section 1.1 The Merger.

Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

Section 1.2 Closing; Effective Time.

Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at the offices of Husch Blackwell Sanders LLP, 1620 Dodge Street, Suite 2100, Omaha, NE, as soon as practicable, but in no event later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that

by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parent, being hereinafter referred to as the “Effective Time”) and shall make all other filings required under the DGCL in connection with the Merger.

Section 1.3 Effects of the Merger. From and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Section 1.4 Certificate of Incorporation; By-Laws.

(a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law.

(b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws of Merger Sub in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable law.

Section 1.5 Directors. Parent and Merger Sub shall take all necessary action so that the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Section 1.6 Officers. Parent and Merger Sub shall take all necessary action so that the officers of the Company set forth on Section 1.6 of the Company Disclosure Schedule shall be the officers of the Surviving Corporation immediately after the Effective Time until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

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ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK

OF THE CONSTITUENT CORPORATIONS

Section 2.1 Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:

(a) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation;

(b) Each share (a “Share”) of Common Stock, par value $0.01 per share of the Company (the “Company Common Stock”) held in the treasury of the Company and each Share owned by Parent or Merger Sub or any direct or indirect wholly-owned Subsidiary of Parent immediately prior to the Effective Time automatically shall be canceled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and

(c) Each Share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1(b) and any Dissenting Shares (as defined below)) shall be converted into the right to receive (a) the Effective Date Per Share Merger Consideration, payable to the holder thereof, without interest, upon surrender of such Share in the manner provided in Section 2.4, less any required withholding Taxes, and (b) payment by the Stockholders’ Representative of an amount (if any) payable out of the Holdback Funds pursuant to Section 9.5, any Collected Landlord Receivables pursuant to Section 2.4 and Section 9.5 hereof and any Unused Retention Amount pursuant to Section 6.12 and Section 9.5. Upon such conversion, such shares of Company Common Stock shall cease to be outstanding and shall cease to exist, and each certificate or book entry previously evidencing any such shares outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1(b) and any Dissenting Shares (as defined below)) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, less any required withholding, payable in the manner set forth in this Agreement. The holders of certificates or book entries previously evidencing any such shares shall cease to have any rights with respect to such Company Common Stock except as otherwise provided herein or by law.

Section 2.2 Treatment of Options. At the Effective Time, the Company will deliver Option Cancellation Agreements to Parent with respect to each option to purchase shares of Company Common Stock (an “Option”) that is outstanding and unexercised as of the Effective Time (whether vested or unvested), which shall terminate and cancel all outstanding Options as of the Effective Time in exchange for certain consideration set forth therein, less any applicable withholding of Taxes, and shall be substantially in the form attached hereto as Exhibit B (the “Option Cancellation Agreements”).

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Section 2.3 Dissenting Shares.

(a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time which are not voted in favor of or consented to the Merger and are held by a Person or Persons who have properly demanded and perfected their rights to be paid the fair value of such Shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration therefor, and the holders thereof shall be entitled with respect to such Shares to only such rights as are granted by Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or shall effectively waive, withdraw or lose such holder’s rights under Section 262 of the DGCL with respect to such Shares, such Shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Per Share Aggregate Merger Consideration, as set forth in Section 2.1 of this Agreement, without any interest thereon, and such Shares will no longer be Dissenting Shares. The parties agree and acknowledge that no Dissenting Shares shall exist at Closing unless Parent in its sole discretion chooses to waive the closing condition set forth in Section 7.2(j).

(b) The Company shall give Parent (i) notice of any appraisal demands received by the Company, withdrawals thereof and any other instruments served pursuant to Section 262 of the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of appraisal rights under Section 262 of the DGCL; provided, that upon compliance with the provisions of Section 9.4 with respect to Third Party Claims generally, the Stockholders’ Representative may direct such negotiations and proceedings. Neither the Company nor the Paying Agent shall, except with the prior written consent of Parent or as otherwise required by applicable law, make any payment with respect to any such exercise of appraisal rights or offer to settle or settle any such rights in respect of any Dissenting Share other than for an amount equal to or less than the Per Share Merger Consideration.

Section 2.4 Surrender of Shares and Options; Payment of Aggregate Merger Consideration and Option Consideration.

(a) Prior to the Effective Time, Merger Sub shall appoint a bank or trust company reasonably acceptable to the Company (which may be the Company’s transfer agent) to act as paying agent for the Stockholders in connection with the Merger (the “Paying Agent”) to receive the Effective Date Aggregate Merger Consideration (as defined below) to which the Stockholders shall become entitled pursuant to this ARTICLE II.

(b) At the Effective Time, Parent shall deposit the Holdback Funds with the Stockholders’ Representative to be used by the Stockholders’ Representative as set forth in Section 9.5.

(c) At or immediately prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent an amount equal to the Effective Date Aggregate Merger Consideration. Upon delivery of the Effective Date Aggregate Merger Consideration to the Paying Agent, and the Holdback Funds to the Stockholders’ Representative, Parent, Merger Sub and the Surviving Corporation shall have no further liability or obligation to the Company’s

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stockholders with respect to the Aggregate Merger Consideration, the Per Share Merger Consideration, or the Effective Date Aggregate Merger Consideration other than the delivery of any Unused Retention Amount promptly after the Surviving Corporation’s good faith determination thereof, and the Collected Landlord Receivables to the Stockholders’ Representative on behalf of the stockholders as set forth below. Upon receipt by Parent or the Surviving Corporation of any portion of the Landlord Receivables other than any Pre-Closing Landlord Receivables, the receiving entity shall promptly, but in any event no later than the later of (A) twenty (20) Business Days after the Closing Date and (B) twenty (20) Business Days after receipt of such Landlord Receivables, remit such funds to the Stockholders’ Representative for distribution in accordance with this Agreement; provided, that Parent and the Surviving Corporation shall not have any obligation to deliver such amounts to the extent that either (x) Parent, Surviving Corporation or any of their Affiliates is in a dispute with the landlord delivering such Landlord Receivables with respect to such Landlord Receivables until such dispute has been fully resolved (amounts withheld to be equal to the amount in dispute, as documented and quantified in good faith by Parent and the Surviving Corporation) or (y) Parent, Surviving Corporation or any of their Affiliates reasonably determines in good faith that the amounts paid by a landlord may not have been paid with respect to such Landlord Receivables. In addition, Parent and the Surviving Corporation may withhold any Collected Landlord Receivables, Unused Retention Amount or any other amounts due to the Stockholders to the extent Parent has notified the Stockholders’ Representative of any claims pursuant to ARTICLE IX or ARTICLE X in the amount of such claims until such dispute has been finally resolved. Furthermore, Parent and the Surviving Corporation may offset any Collected Landlord Receivables, Unused Retention Amount or any other amounts due to the Stockholders against any finally determined amounts owed by the Stockholders to Parent or the Surviving Corporation. Parent and the Surviving Corporation shall use commercially reasonable efforts to pursue such Landlord Receivables (other than Pre-Closing Landlord Receivables); provided, that Parent and the Surviving Corporation shall have no obligation to pursue such receivables to the extent that Parent or the Surviving Corporation reasonably believes pursuing such receivables would be materially detrimental to or materially injure or interfere with the business relationship between such landlord and Parent or the Surviving Corporation. The funds received by the Paying Agent may be invested by the Paying Agent as directed by Merger Sub or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment or losses thereon shall affect the Effective Date Aggregate Merger Consideration payable to the Stockholders and following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the Stockholders in the amount of any such losses and (ii) such investments shall be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by, or profit resulting from, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. Notwithstanding any provision to the contrary in this Agreement, any Holdback Funds, Collected Landlord Receivables or Unused Retention Amount delivered to the Stockholders’ Representative shall be deemed to have been delivered to the Stockholders pro rata based upon the ownership of the Company Common Stock as of the Effective Time, and Parent, Merger Sub and the Surviving Corporation shall have no further liability or obligation to the Company’s stockholders. Notwithstanding anything to the contrary

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set forth herein, none of Parent, Merger Sub or the Surviving Corporation shall have any liability or obligation to pay any portion of the Holdback Funds or Landlord Receivables directly to any Stockholders.

(d) Promptly after receipt of the Company Requisite Vote, the Company shall cause to be mailed to each record holder, of (i) a certificate or certificates which, immediately prior to the Effective Time represented Company Common Stock (the “Certificates”), or (ii) Company Common Stock represented by book entry (“Book Entry Shares”), each as listed on Section 3.3 of the Company Disclosure Schedule, the Information Statement and a Letter of Transmittal in the form of Exhibit D attached hereto (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal) and instructions for use in effecting the surrender of the Certificates, or in the case of Book Entry Shares, the surrender of such Company Common Stock, for payment of the Effective Date Per Share Merger Consideration in the manner set forth in this Agreement. The Letter of Transmittal will include customary representations, warranties and covenants, including title and ownership and due authorization representations, confidentiality covenants, a waiver of such stockholder’s appraisal rights pursuant to §262 of the Delaware General Corporation Law, and a release of Parent, Merger Sub, the Surviving Corporation and its Affiliates. Upon surrender to the Paying Agent of a Certificate, together with such Letter of Transmittal, or, in the case of Book Entry Shares, the applicable Letter of Transmittal, in either case duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the Effective Date Per Share Merger Consideration for each Share formerly represented by such Certificate or Book Entry Shares and such Certificate or book entry shall then be canceled and, subject to Section 2.4(b) and Section 9.5, shall additionally be entitled to receive its pro rata portion of the Holdback Funds, any Collected Landlord Receivables and any Unused Retention Amount held by the Stockholders’ Representative for the benefit of the stockholders pursuant to Section 9.5. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book Entry Shares on the Effective Date Per Share Merger Consideration payable in respect of the Certificates or Book Entry Shares. If payment of such Effective Date Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book Entry Shares are registered, it shall be a condition of payment that the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or be accompanied by all documents required to evidence transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Effective Date Per Share Merger Consideration to a Person other than the registered holder of the Certificate or Book Entry Share surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.4(d), each Certificate or Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration therefor as contemplated by this ARTICLE II (including the Effective Date Per Share Merger Consideration and such stockholder’s portion of the Holdback Funds, Collected Landlord Receivables and Unused Retention Amount delivered to the Stockholders’ Representative on behalf of the Stockholders).

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(e) All payments with respect to Options cancelled pursuant to Option Cancellation Agreements as set forth in Section 2.2 above shall be made by the Surviving Corporation as soon as reasonably practicable after the Effective Time. The Company shall not make any payments with respect to Options cancelled pursuant to Option Cancellation Agreements prior to the Effective Time.

(f) At any time following the date that is six (6) months after the Effective Time, the Surviving Corporation shall be entitled to retain, to the extent the Surviving Corporation is acting as the Paying Agent, or require the Paying Agent to deliver to it any funds (including any interest, income or profits received with respect thereto) which have been made available to the Paying Agent and which have not been disbursed to holders of Certificates or Book Entry Shares and, after such funds have been delivered to the Surviving Corporation, such holders shall be entitled to look to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to their pro rata portion of the Effective Date Aggregate Merger Consideration payable upon due surrender of their Certificates or Book Entry Shares. Notwithstanding any provision to the contrary in this Agreement, if the required deliveries of each holder of Company Common Stock shall not have been surrendered prior to the end of the applicable period after the Effective Time under escheat laws (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. All charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for the Effective Date Aggregate Merger Consideration and the payment of Option Consideration shall constitute Company Transaction Expenses to the extent not paid by the Company prior to the Effective Time. Neither the Surviving Corporation, Parent nor the Paying Agent will be liable to any Person entitled to payment under this Article II for any consideration which is properly delivered to a public official pursuant to any abandoned property, escheat or similar law.

(g) After the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares that were outstanding prior to the Effective Time. After the Effective Time, all Certificates or Book Entry Shares presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article II.

(h) Notwithstanding anything in this Agreement to the contrary, Parent, the Company, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold, without duplication, from the consideration otherwise payable to any former holder of Shares or Options, or the Stockholders’ Representative with respect to such holder, pursuant to this Agreement any amount as may be required to be deducted and withheld with respect to the making of such payment under applicable Tax laws. Parent and the Company shall make any required filings with and payments to taxing authorities relating to any such deduction or withholding. To the extent that amounts are so properly withheld by Parent, the Company, the Surviving Corporation or the Paying Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or Options, as the case may be, in respect of which such deduction and withholding was made by Parent, the Company, the Surviving Corporation or the Paying Agent, as the case may be. The Letters of Transmittal mailed pursuant to Section 2.4(d) shall include usual and customary documentation regarding backup withholding pursuant to Section 3406 of the Code.

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(i) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the portion of the Effective Date Aggregate Merger Consideration payable in respect of the Shares represented by such Certificate pursuant to this Article II.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Parent and Merger Sub that:

Section 3.1 Organization and Qualification; Subsidiaries. The Company and each of its Subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its organization and has all requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. Section 3.1 of the Company Disclosure Schedule sets forth (a) each jurisdiction in with the Company and each of its Subsidiaries are qualified or licensed as a foreign corporation, and (b) a list of all officers and directors of the Company and each of its Subsidiaries.

Section 3.2 Certificate of Incorporation and By-laws. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the certificate of incorporation and the by-laws of the Company as currently in effect, and the certificate of incorporation, by-laws or similar organizational documents of the Company’s Subsidiaries as currently in effect. Such certificates of incorporation, by-laws and other organizational documents of the Company and its Subsidiaries are in full force and effect and no other organizational documents are applicable to or binding upon the Company and its Subsidiaries. None of the Company and its Subsidiaries is in violation of any provisions of its certificate of incorporation, by-laws or other organizational documents in any material respect. The books of account, minute books, and other records of the Company and each of its Subsidiaries are accurate and complete in all material respects and have been maintained in accordance with sound business practices. The stock record books of the Company and each of its Subsidiaries are accurate and complete in all material respects and have been maintained in accordance with sound business practice; provided that with respect to the records of all issued and outstanding Book Entry Shares, such record books are accurate and complete in all respects. True and complete copies of all minute books and all stock record books of the Company and its Subsidiaries have been heretofore furnished or otherwise made available to Parent.

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Section 3.3 Capitalization. The authorized capital stock of the Company consists of 20,000,000 Shares of Company Common Stock. As of September 5, 2008 (the “Capitalization Date”), (i) 16,598,551 Shares of Company Common Stock (disregarding any Shares held by Michael Remsen, which Shares shall be canceled prior to the Closing) were issued and outstanding (the “Outstanding Shares”), all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights and (ii) an aggregate of 3,353,410 shares of Company Common Stock were reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding Options issued pursuant to the Company’s stock option plans and other incentive plans listed on Section 3.3 of the Company Disclosure Schedule (collectively, the “Company Stock Plans”). The outstanding shares of Company Common Stock owned of record and beneficially by the Persons listed on Section 3.3 of the Company Disclosure Schedule are, to the Knowledge of the Company, free and clear of all Encumbrances except as set forth on Section 3.3 of the Company Disclosure Schedule. Since the close of business on the Capitalization Date, no shares of Company Common Stock have been issued, except for Shares issued pursuant to the exercise of Options in accordance with their terms. The Significant Stockholders collectively own of record and beneficially over 99% of the Company Common Stock. Except as set forth above, as of the date hereof: (A) except as set forth on Section 3.3 of the Company Disclosure Schedule, there are no outstanding options, warrants, calls, puts, preemptive rights, commitments, stock appreciation, phantom stock, profit participation or other rights, agreements, arrangements or commitments of any kind which obligate the Company or any of its Subsidiaries to issue, transfer, sell, purchase, redeem, acquire or deliver any shares of capital stock, voting securities or other equity interests of the Company or any securities or obligations convertible into, exchangeable into, exercisable for or evidencing the right to subscribe for any shares of capital stock, voting securities or other equity interests of the Company or any of its Subsidiaries (collectively, “Company Securities”), and with respect to each option agreement of the Company, Section 3.3 of the Company Disclosure Schedule sets forth the name of the grantee, the grant date, the number of shares issuable upon exercise of the agreement, and the form of option grant agreement used for such option grant agreement; (B) except as set forth on Section 3.3 of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities; and (C) there are no other options, calls, warrants, puts, preemptive rights, commitments, stock appreciation, phantom stock, profit participation or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party. Section 3.3 of the Company Disclosure Schedule sets forth a complete listing of holders, the number, the exercise price, the term and the vesting schedule of all outstanding and authorized Convertible Securities. All Convertible Securities that are Options have been issued under the Company Stock Plans and all such Options are in substantially the forms set forth on Section 3.3 of the Company Disclosure Schedule. The aggregate payment to be made to the Option holders pursuant to the Option Cancellation Agreements (the “Option Consideration”), as well as its allocation among all of the Company’s outstanding Options, is set forth on Section 3.3 of the Company Disclosure Schedule. Section 3.3 of the Company Disclosure Schedule sets forth the name of each of the Company’s Subsidiaries, the jurisdiction of its incorporation or formation, and the Persons

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owning the outstanding capital stock or equity interests of each of the Company’s Subsidiaries. Each of the outstanding shares of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable where such concepts are legally applicable and all such shares are owned by one or more of the Company and its wholly-owned Subsidiaries and are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other Encumbrances of any nature whatsoever, except as imposed by virtue of the Credit Agreements (as defined below) or as set forth on Section 3.3 of the Company Disclosure Schedule. Except as set forth on Section 3.3 of the Company Disclosure Schedule, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of the Company or any of its Subsidiaries.

Section 3.4 Authority. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the stockholder approval described in the next sentence, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated other than (a) adoption of this Agreement by the holders of at least seventy-five percent of the Outstanding Shares (the “Company Requisite Vote”), and (b) the filing with the Office of the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing. The Board, with the recommendation of the Special Committee, has approved and declared advisable this Agreement and the transactions contemplated hereby. The only vote of the Stockholders required to adopt this Agreement and approve the transactions contemplated by this Agreement is the Company Requisite Vote. The Company is not a party to or bound by any written or oral agreement or understanding with respect to an Acquisition Proposal other than this Agreement, and the Company has terminated all discussion with third parties (other than Parent and its Affiliates) regarding an Acquisition Proposal.

Section 3.5 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance of this Agreement by the Company do not and will not (i) conflict with or violate the certificate of incorporation or by-laws of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (ii) of subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties are bound, or (iii) except as set forth on Section 3.5(a)(iii) of the Company Disclosure Schedule, result in any breach or violation of or constitute a default (or an event

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which with notice or lapse of time or both would become a default) or result in the loss of a benefit under, or give rise to any right of modification, termination, cancellation, amendment or acceleration of, or result in the creation of any Encumbrances (other than Encumbrances arising out of this Agreement or restrictions imposed by law) upon any of the assets or properties of the Company or any of its Subsidiaries, under any of the terms, conditions or provisions of any written or oral note, bond, mortgage, indenture, contract, binding commitment, agreement, understanding, lease (including the lease of any store, distribution center, warehouse or corporate offices), license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets may be bound.

(b) The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger by the Company do not and will not require any consent, approval, authorization or permit of, action by, filing or registration with or notification to, any federal, state, local or foreign legislative, executive or regulatory (including stock exchange) authority, agency, court, commission, or other governmental body (each, a “Governmental Entity”), except for (i) the state securities, takeover, tender offer and “blue sky” laws listed on Section 3.5(b) of the Company Disclosure Schedule, and (ii) the filing with the Office of the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL.

Section 3.6 Title to Assets.

(a) Except as set forth on Section 3.6(a) to the Company Disclosure Schedule, the Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, all properties and assets used by it, located on its premises or shown on the balance sheet included in the July Financial Statements or acquired after the date thereof, free and clear of all Encumbrances (other than properties and assets disposed of for fair consideration in the ordinary course of business since the date of the balance sheet included in the July Financial Statements and except for Encumbrances disclosed on the balance sheet included in the July Financial Statements (including any notes thereto) and Permitted Encumbrances). The Company and each of its Subsidiaries has, and will have immediately following the Closing, a valid leasehold interest in or has the valid and enforceable right to use all assets, properties (including the Owned Real Property), rights (including contractual rights), titles or interests, tangible or intangible, necessary for the conduct of its business as presently conducted. Except as set forth on Section 3.6(a) to the Company Disclosure Schedule, none of the Stockholders or their respective Affiliates (other than the Company and its Subsidiaries) owns, utilizes or has any interest in any assets of, or performs any material services for, or on behalf of, or provides any material group purchasing benefits to, or with respect to, the Company and its Subsidiaries.

(b) Except as set forth in Section 3.6(b) to the Company Disclosure Schedule, immediately after the Closing, the Company’s Stockholders, officers, directors and their Affiliates shall not have any right, title or interest in or to any asset, property, title or interest that is used in the operation of the business conducted by the Company and its Subsidiaries.

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Section 3.7 Compliance; Aggregate Merger Consideration Calculation; Financial Statements and Disclosures.

(a) Except as set forth on Section 3.7(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is in violation in any material respect of, or has been in violation in any material respect in the past three (3) years of, any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties are bound, including without limitation the Fair and Accurate Credit Transactions Act (15 U.S.C. § 1681 et seq.), and the Company and its Subsidiaries hold and are, in all material respects, in compliance with, all material permits, licenses, certificates of occupancy, franchises, bonds, certificates, registrations, accreditations, authorizations, exemptions, orders, consents, approvals and franchises (“Licenses”) from Governmental Entities required to conduct their respective businesses as now being conducted and for the ownership, occupancy, use and operation of their respective properties and assets, and all such Licenses are in full force and effect. Section 3.7(a) of the Company Disclosure Schedule sets forth a list of all of such Licenses. No notices have been received by the Company or its Subsidiaries revoking, modifying, refusing to renew, providing notice of any violation under, or alleging the failure to hold any of the foregoing. All of such Licenses will be available for use by the Company and its Subsidiaries immediately after the Closing.

(b) The Company has delivered or made available to Parent the audited consolidated financial statements of the Company and its Subsidiaries (including any related notes thereto) for the fiscal years ended February 2, 2008, February 3, 2007 and January 28, 2006 and the related audited statements of income, retained earnings and cash flows of the Company for the years ended February 2, 2008, February 3, 2007 and January 28, 2006, each of which have been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the periods indicated. The Company has delivered or made available to Parent the unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods from February 2, 2008 through the July End Date, each of which have been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated (subject to normal period-end adjustments).

(c) The Company has designed such disclosure controls and procedures to provide reasonable assurance that material information relating to the Company, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities.

(d) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over

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financial reporting known to the Company which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud known to or under investigation by the Company, whether or not material, by any management personnel or by other employees who have a significant role in the Company’s internal controls over financial reporting, each of which disclosures are listed on Section 3.7(d) of the Company Disclosure Schedule.

(e) As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting.

(f) As of the July End Date, Working Capital of the Company was equal to $24,420,000, Excess Cash of the Company was $3,005,000, and Indebtedness of the Company, assuming payment in full on such date, was $25,265,000. Such amounts have been properly derived from the July Financial Statements as more fully set forth on Exhibit F. Section 3.7(f) of the Company Disclosure Schedule sets forth all of the letters of credit and bankers’ acceptances issued for or on account of the Company and its Subsidiaries.

(g) Exhibit H sets forth a good faith estimate by the Company of (i) the Aggregate Merger Consideration, including the components thereof, (ii) the Per Share Merger Consideration, (iii) the Effective Date Aggregate Merger Consideration, and (iv) the resulting Effective Date Per Share Merger Consideration and Option Consideration to be paid to each stockholder and Option holder of the Company pursuant to the Merger and the Option Cancellation Agreements, in each case assuming the Closing Date were the date hereof.

(h) Except as set forth in Section 3.7(h) of the Company Disclosure Schedule, the Company has, for the periods covered under Section 3.7(b) and prior periods, properly accounted for all lease and sale leaseback transactions as set forth under Generally Accepted Accounting Principles.

Section 3.8 Absence of Undisclosed Liabilities. Except as set forth on Section 3.8 of the Company Disclosure Schedule, the Company and its Subsidiaries do not have and will not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted) arising out of any transaction entered at or prior to the date hereof, or any action or inaction at or prior to the date hereof, or any state of facts existing at or prior to the date hereof, other than (a) liabilities reflected on the balance sheet included in the July Financial Statements, (b) liabilities and obligations which have arisen after the date of such balance sheet in the ordinary course of business consistent with the past practices of the Company and its Subsidiaries (none of which, to the Company’s Knowledge, is a liability for breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit), and (c) obligations under contracts and commitments described on Section 3.21 of the Company Disclosure Schedule or under contracts and commitments entered into in the ordinary course of business consistent with past practice which are not required to be disclosed on Section 3.21 of the Company Disclosure Schedule pursuant to Section 3.21 below (but not liabilities for any breach of any such contract or commitment occurring on or prior to the Effective Time).

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Section 3.9 Absence of Certain Changes or Events. Except as set forth on Section 3.9 of the Company Disclosure Schedule, since February 2, 2008, the Company and its Subsidiaries have conducted their business in the ordinary course consistent with past practice and the Company and its Subsidiaries have not:

(a) experienced any fact, condition, circumstance, transaction, loss, effect, failure, change, event or occurrence which has had or would reasonably be expected to have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries;

(b) made any change to its Accounting Principles;

(c) made any write-down in the value of its inventory that is material or that is other than in the usual, regular and ordinary course of business consistent with past practice or reversed any accruals (whether or not in the ordinary course of business or consistent with past practice);

(d) made, changed or rescinded any Tax election of the Company or any of its Subsidiaries or settled or compromised any income Tax liability of the Company or any of its Subsidiaries;

(e) made any material change to the Tax accounting principles of the Company or any of its Subsidiaries, except insofar as may have been required by applicable law;

(f) issued any letter of credit;

(g) discharged or satisfied any material Encumbrance or paid any material obligation or Liability, other than current liabilities paid in the ordinary course of business;

(h) purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity);

(i) implemented any facility closing or other layoff of employees that could implicate the WARN Act;

(j) suffered any extraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $100,000 in the aggregate or of any amount in excess of $10,000 after the July End Date;

(k) delayed or postponed the payment of any accounts payable or commissions or any other liability or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other liability or accelerated the collection of (or discounted) any accounts or notes receivable, in an individual or aggregate amount in excess of $50,000 or of any amount in excess of $10,000 after the July End Date;

(l) taken any action or failed to take any action that has, had or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales to customers or other revenues that would otherwise be expected to take place or be incurred after the Closing, other than promotional activities in the ordinary course of business consistent with past practice;

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(m) made any charitable or political contributions, or pledges payable, in either event from funds of the Company, therefor exceeding in the aggregate $25,000 or of any amount in excess of $10,000 after the July End Date;

(n) suffered any damage, destruction or casualty loss exceeding in the aggregate $100,000 and whether or not covered by insurance or of any amount in excess of $10,000 after the July End Date;

(o) terminated, extinguished or paid off any Indebtedness;

(p) declared, set aside or made any payment or distribution of cash (including so-called “tax distributions”) or other property to any of its stockholders with respect to such stockholder’s capital stock or otherwise;

(q) made any investment in or taken any steps to incorporate any Subsidiary;

(r) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business anywhere in the world;

(s) entered into, amended or terminated any contract other than in the ordinary course of business consistent with past practice, entered into any other material transaction, whether or not in the ordinary course of business or consistent with past practice, or materially changed any business practice;

(t) taken any action that if taken after the date hereof would violate Article V of this Agreement, whether in writing or otherwise, or agreed to take any such action; or

(u) agreed, whether orally or in writing, to do any of the foregoing.

Section 3.10 Absence of Litigation. Except as disclosed on Section 3.10 of the Company Disclosure Schedule, there are no, nor in the three (3) years preceding the date of this Agreement there have not been any, suits, claims, actions, charges, complaints, material grievances, administrative or other proceedings, arbitrations, mediations or investigations pending, threatened by or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or to which any of the Company or its Subsidiaries’ assets or properties is or would be subject. Except as set forth on Section 3.10 of the Company Disclosure Schedule, (i) neither the Company nor any of its Subsidiaries nor any of their respective properties or assets is or are subject to any order, writ, judgment, injunction, decree, settlement or award; and (ii) there are, and within the prior three (3) years, there have been no governmental audits, inquiries or investigations, or any internal investigations pending or, to the Knowledge of the Company, threatened, in each case regarding any accounting or employment practices of the Company or any of its Subsidiaries or any malfeasance by any executive officer of the Company. Except as set forth on Section 3.10 of the Company Disclosure Schedule, during the past three (3) years there have been no material citations, fines or penalties heretofore asserted against the Company or any of its Subsidiaries under any federal, state or local law which remain unpaid or which would otherwise bind the assets or properties of the Company or any of its Subsidiaries.

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Section 3.11 Employee Benefit Plans.

(a) Section 3.11(a) of the Company Disclosure Schedule contains a true and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), but excluding any plan that is a “multiemployer plan,” as defined in Section 3(37) of ERISA (“Multiemployer Plan”)), and each other material employee plan, program, policy, agreement or arrangement, including without limitation vacation or sick pay policy, fringe benefit plan, and compensation or severance agreement contributed to, sponsored or maintained by the Company or any of its Subsidiaries as of the date hereof for the benefit of any current, former or retired employee or officer of the Company or any of its Subsidiaries (such plans, programs, policies, agreements and arrangements, collectively, the “Company Plans”).

(b) With respect to each Company Plan, the Company has made available to Parent a current, accurate and complete copy thereof (or, if a plan is not written, a written description thereof) and, to the extent applicable, (i) any related trust or custodial agreement, insurance contract or other funding instrument, (ii) the most recent determination letter, if any, received from the Internal Revenue Service (the “IRS”), (iii) any summary plan description and (iv) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports, if any.

(c) Except for the nonqualified deferred compensation plans described on Section 3.11(c) of the Company Disclosure Schedule, each Company Plan has been established, funded and administered in all material respects in accordance with its terms and with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, rules and regulations.

(d) Neither the Company nor any ERISA Affiliate maintains, sponsors, contributes to, has any obligation to contribute to, or has any liability or potential liability under or with respect to (i) any Multiemployer Plan as to which the Company or any of its Subsidiaries incurred any withdrawal liability under Title IV of ERISA, or (ii) any “defined benefit plan” as defined in Section 3(35) of the Code or Section 302 of Title IV of ERISA. For purposes of this Agreement, “ERISA Affiliate” means each entity that is treated as a single employer with the Company or any of its Subsidiaries for purposes of Section 414 of the Code. Neither the Company nor any of its Subsidiaries has any liability with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any trade, business or entity other than the Company and its Subsidiaries.

(e) With respect to each Company Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Company, threatened and the Company has no Knowledge of any facts that would give rise to or could reasonable be expected to give rise to any such action, suit or claim.

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(f) With respect to each Company Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code except such contributions the failure to make a timely payment of which, individually or in the aggregate, would not reasonably be expected to result in a liability to the Company in excess of $25,000, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued in accordance with GAAP except such contributions the failure to make a timely payment of which, individually or in the aggregate, would not reasonably be expected to result in a liability to the Company in excess of $25,000. No Company Plan has any material unfunded liability not accurately reflected on the Company’s balance sheet.

(g) Each Company Plan which is intended to be qualified under Section 401(a) of the Code has received a determination letter to that effect from the Internal Revenue Service (or has adopted a pre-approved plan document and may rely on the approval letter issued to the prototype or volume submitter sponsor) and, to the Knowledge of the Company, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption.

(h) Except as set forth in Section 3.11(h) of the Company Disclosure Schedule, the execution, delivery of and performance by the Company of its obligations under the transactions contemplated by this Agreement will not constitute an event under any Company Plan or any trust or loan related to any of those plans or agreements that will or may result in any payment, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Employee.

(i) Neither the Company nor its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that would not be deductible under Section 280G of the Code.

(j) Each Company Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has complied in all material respects with the applicable provisions of Section 409A of the Code and guidance of the Internal Revenue Service provided thereunder.

(k) No Company Plan provides health or other welfare benefits to former employees of the Company or any of its Subsidiaries other than as required by Part 6 of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”).

(l) Each Person who has received compensation for the performance of services on behalf of the Company or any of its Subsidiaries has been properly classified as an employee or independent contractor in material compliance with applicable Law and each Company Benefit Plan has complied with the “leased employee” provisions of the Code.

Section 3.12 Labor and Employment Matters. Except as disclosed on Section 3.12 of the Company Disclosure Schedule: (a) there are no, and in the three (3) years preceding the date of this Agreement have been no, unfair labor practice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority; (b) there are no, and in the three (3) years preceding the date of

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this Agreement have been no, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (d) there are not, to the Knowledge of the Company, any union organizing or decertification activities underway or threatened concerning any employees of the Company or any of its Subsidiaries; (e) there are no material employment, consulting or severance agreements or arrangements with any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the Knowledge of the Company, no executive or employee at the store manager level or above (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past three (3) years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”).

Section 3.13 Insurance. Section 3.13 of the Company Disclosure Schedule contains a list and description of all material insurance policies existing on the date hereof relating to the assets of the Company and its Subsidiaries or the business or employees of the Company and its Subsidiaries. All material insurance policies of the Company and its Subsidiaries (a) are in full force and effect and provide insurance in such amounts and against such risks as is typical of the industry in which the Company and its Subsidiaries operate, (b) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in breach or default, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification of, any of such insurance policies; and (c) no written notice of cancellation or termination has been received with respect to any such policy.

Section 3.14 Tax Matters.

(a) Except as set forth on Section 3.14(a) of the Company Disclosure Schedule, (i) the Company and its Subsidiaries have timely filed or caused to be filed all Tax Returns required to be filed by the Company and its Subsidiaries by the date hereof; (ii) all such Tax Returns are true, complete and accurate in all material respects; (iii) all Taxes due and payable by the Company and its Subsidiaries (whether or not shown or required to be shown on any Tax Return) have been paid, and the Company and each of its Subsidiaries has withheld and paid over to the appropriate taxing authority all Taxes which they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) the unpaid Taxes of the Company and its Subsidiaries did not as of the date of the most recent financial statements exceed the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet contained in such financial statements (rather than in any notes thereto); (v) neither the Company nor any of its Subsidiaries has requested or been granted an extension of time for filing any Tax Return which has not yet been filed; (vi) neither the Company nor any of its Subsidiaries has consented to extend to a date later than the date hereof the time in which any

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Tax may be assessed or collected by any taxing authority; (vii) neither the Company nor any of its Subsidiaries has received written notice of any action, suit, proceeding, investigation, claim or audit against, or with respect to, any Taxes (including any claim by a taxing authority in a jurisdiction where the Company or its Subsidiaries is or may be subject to Taxes assessed by such jurisdiction); (viii) there are no Encumbrances for Taxes (other than Encumbrances for Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries; (ix) neither the Company nor any of its Subsidiaries has (A) been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) any liability for the Taxes of any Person (other than any of the Company and its Subsidiaries) under Treasury Regulation §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (x) neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (C) intercompany transactions or any excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) prepaid amount received on or prior to the Closing Date; and (xi) neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361.

(b) For purposes of this Agreement, “Taxes” shall mean any taxes of any kind whatsoever, including but not limited to those on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, estimated, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property, escheat or unclaimed property or windfall profits taxes, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental taxing authority, domestic or foreign. For purposes of this Agreement, “Tax Return” shall mean any return, declaration, report, claims for refund, information return or statement required to be filed with any governmental taxing authority with respect to Taxes, including any schedule or attachment thereto or amendment thereof filed or required to be filed in connection with the determination, assessment or collection of any Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.

Section 3.15 Information Statements. None of the information supplied or to be supplied by the Company or its Subsidiaries for inclusion or incorporation by reference in (i) the Optionholder Information Statement sent to the Option holders of the Company with respect to the Option Cancellation Agreements, or (ii) the Information Statement to be sent to the shareholders of the Company after the Company Requisite Vote is obtained by written consent will, at the date it is first mailed to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided that financial information regarding Parent, Merger Sub or Surviving Corporation which is supplied by Parent or the Merger Sub shall not be deemed to be information supplied by the Company or its Subsidiaries.

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Section 3.16 Brokers. No agent, broker, finder, financial advisor, investment banker or other firm or Person, other than Harris Williams & Co., the financial advisor to the Special Committee of the Board of Directors, is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement. Except as set forth on Section 3.16 of the Company Disclosure Schedule, there are no special bonuses, change in control payments, sale bonus or other similar compensation payable to any Person, including any stockholder or Option holder of the Company, or any current or former employee of the Company or any Company Subsidiary, in connection with the transactions contemplated hereby, or which may be payable to any Person at any point after the Closing upon certain events or circumstances occurring at or after the consummation of the transactions contemplated by this Agreement or at or after the termination of employment of any Person (including without limitation any severance based upon termination of employment after a change in control or failure to promote an employee to fill a vacancy).

Section 3.17 Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or regulation enacted under state or federal laws in the United States applicable to the Company is applicable to the Merger or the other transactions contemplated hereby.

Section 3.18 Intellectual Property.

(a) Section 3.18(a) of the Company Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of all of the following material intellectual property owned by the Company or any of its Subsidiaries: (a) U.S. registered trademarks applications and foreign registered trademarks and applications, (b) internet domain names, (c) U.S. and foreign patents and patent applications, and (d) U.S. and foreign registered copyrights (collectively, the “Listed Company Intellectual Property”). One or more of the Company and its Subsidiaries is the owner of all right, title and interest in and to each item of the Listed Company Intellectual Property. The Company and its Subsidiaries own all right, title and interest in and to, and have a valid and enforceable license to use, all Intellectual Property (as defined below) used in their businesses as currently conducted, and all such Intellectual Property shall be owned or available for use by the Company immediately after the Closing on terms and conditions identical to those under which the Company owned or used such Intellectual Property prior to the Closing.

(b) Except as set forth in Section 3.18(b) of the Company Disclosure Schedule, (i) no action, suit proceeding or claim is pending or, to the Knowledge of the Company, is threatened, by any Person alleging that the businesses of the Company or its Subsidiaries as currently conducted infringe or misappropriate any patent, invention, copyright, software, trademark, service mark, domain name, trade name, trade dress, trade secret or other intellectual property right of any kind or nature (“Intellectual Property”) of a third party; (ii) neither the Company nor any of its Subsidiaries is infringing, misappropriating or otherwise violating, and neither the Company nor any of its Subsidiaries has, in the last three (3) years infringed, misappropriated or otherwise violated any Intellectual Property of a third party; and (iii) there are no pending claims

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asserted or threatened by the Company or any of its Subsidiaries of infringement or misappropriation by a third party of any Intellectual Property owned by the Company or its Subsidiaries, including each item of Listed Company Intellectual Property (the “Company Intellectual Property”), and, to the Knowledge of the Company, no third party is engaging in any activity that infringes, misappropriates or otherwise violates any Company Intellectual Property. Except as set forth on Section 3.18(b) of the Company Disclosure Schedule, the Company and its Subsidiaries have taken all steps necessary and reasonable under the circumstances to protect, maintain and enforce its and their Company Intellectual Property.

(c) The Company has, and its Subsidiaries have, complied with, and the Company is and its Subsidiaries are presently in compliance in all material respects with, the Payment Card Industry Data Security Standard and all regulations of the credit card industry and its member banks regarding the collection, storage, processing, and disposal of credit card data to the extent applicable to the Company and its Subsidiaries. Except as set forth in Section 3.18(c) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has Knowledge of any incident in which personal information of its consumers was or may have been stolen or improperly accessed, and the Company is not aware of any breach of security or any notices or complaints from any person regarding improper disclosure of personal information.

Section 3.19 Real Property. The Owned Real Property, Leased Real Property and Ground Lease Property, as hereinafter defined (together, the “Real Property”) identified in Section 3.19 of the Company Disclosure Schedule comprise all of the real property (owned or leased) used in the Company’s business. The Company and its Subsidiaries are not a party to any agreement to purchase or lease any other real property or interest therein other than letters of intent regarding potential leases.

(a) Owned Real Property. Section 3.19(a) of the Company Disclosure Schedule sets forth a true and complete list (including store number, if applicable, owner, street address and legal description, of each property) of all the real property owned in fee simple by the Company or its Subsidiaries, consisting of land, together with all buildings, structures, improvements and fixtures located thereon, and all easements, rights of way, licenses, privileges, air rights and other rights and interests appurtenant thereto, which land is used primarily in connection with the business (the “Owned Real Property”). With respect to each Owned Real Property:

(i) The Company or one of its Subsidiaries has good, marketable and insurable indefeasible fee simple title to the Owned Real Property free and clear of all Encumbrances, except Permitted Encumbrances. “Permitted Encumbrances” shall mean (i) Encumbrances disclosed on Section 3.19(a) of the Company Disclosure Schedule with respect to such Owned Real Property, which Section 3.19(a) of the Company Disclosure Schedule sets forth all unrecorded Encumbrances affecting the Owned Real Property; (ii) Encumbrances for real property or ad valorem Taxes not yet delinquent, or which are being contested in good faith by appropriate proceedings and for which sufficient amounts have been reserved; (iii) statutory Encumbrances arising by operation of Law with respect to a liability that is not yet due and payable; (iv) any Laws, including zoning regulations and building codes, affecting the Real Property; (v) with respect to any Leased Real Property, all ground leases, mortgages, deeds of trust or other encumbrances

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to which the underlying fee estate in such real property is subject; (vi) landlord liens for rent not yet due and payable; and (vii) existing easements, rights-of-way, restrictions, reciprocal easement agreements and other Encumbrances and matters which are either (A) currently of record, (B) could be disclosed by an ALTA survey, or (C) in respect of properties or assets of the Company and its Subsidiaries, taken individually or in the aggregate, are not material, or do not adversely affect the present or future value, occupancy, ownership, use or operations of such properties or assets.

(ii) Except for Permitted Encumbrances, neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof;

(iii) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of Parent and Merger Sub pursuant to this Agreement), or any portion thereof or interest therein;

(iv) neither the Company nor its Subsidiaries has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property;

(v) there are no agreements, orders, licenses, permits, conditions or, to the Knowledge of the Company and its Subsidiaries, other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property other than such agreements, orders, licenses, permits, conditions or directives as to which non-compliance by the Company or its Subsidiaries would not, individually or in the aggregate, have a material and adverse effect on the Company and its Subsidiaries’ use and ownership of the Owned Real Property; and

(vi) neither the Company nor its Subsidiaries has received written notice or otherwise has Knowledge that the use and occupancy of the Owned Real Property and the operation of the Company and its Subsidiaries’ business violate any applicable law, easement, covenant, restriction or similar provision in any instrument of record or other unrecorded agreement affecting the Owned Real Property.

(b) Leased Real Property. Section 3.19(b) of the Company Disclosure Schedule sets forth a true and complete list (including the store number, names of the lessor, lessee, and the address) of all the land, building, fixtures or other real property in which the Company or its any of its Subsidiaries has a leasehold, subleasehold, license, concession or other real property right or interest under the Leases, as hereinafter defined, or which is used by the Company as lessee (collectively, the “Leased Real Property”), and a list of all the leases, subleases, amendments, extensions, renewals, guaranties, licenses, concessions and other agreements (whether written or oral) (collectively, “Leases”) for each such Leased Real Property. The Company has delivered or made available to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth on Section 3.19(b) of the Company Disclosure Schedule, with respect to each of the Leases:

(i) each Lease is legal, valid, binding, enforceable in accordance with its terms and in full force and effect;

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(ii) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties;

(iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, the transactions contemplated by this Agreement do not require the consent of or notice to any other party to such Lease, will not result in a breach of or default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;

(iv) the Company and its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property have not been disturbed;

(v) to the Company’s Knowledge, there are no disputes with respect to the Leases, no party to any Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease;

(vi) neither the Company nor any of its Subsidiaries has granted any option to purchase, right of first refusal, right of first offer, or other agreement granting any person or entity any right to acquire, sublease or use the Leased Real Property;

(vii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full;

(viii) the Company does not owe any brokerage commissions or finder’s fee with respect to such Lease;

(ix) there are no unsatisfied capital expenditure requirements or remodeling obligations of the Company other than ordinary maintenance and repair obligations;

(x) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company;

(xi) the Company has not assigned, transferred, sublet, or granted any person the right to use or occupy such Leased Real Property other than to licensees and concessionaires or granted any other security interest in such Lease or any interest therein;

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(xii) the Company has a good and valid leasehold interest in the Leased Real Property free and clear of all Encumbrances other than Permitted Encumbrances;

(xiii) none of the Leases are capital leases except those listed on Section 3.19(b)(xiii) of the Company Disclosure Schedule; and

(xiv) those Leases identified on Section 3.19(b) of the Company Disclosure Schedule with an asterisk (*) are ground leases (each, a “Ground Lease” and collectively, the “Ground Leases”). Either the Company or one of its Subsidiaries owns all buildings and structures on the land encumbered by such Ground Leases subject to and as set forth in the terms of such Ground Leases.

(c) Except as set forth on Section 3.19(c) to the Company Disclosure Schedule, all of the Company and its Subsidiaries’ buildings (including all components of such buildings, structures and other improvements), equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the ordinary course of the Company and its Subsidiaries’ business as presently conducted. All such assets have been installed and maintained in all material respects in accordance with all applicable laws, regulations and ordinances.

Section 3.20 Environmental Matters.

(a) Except as set forth on Section 3.20(a) of the Company Disclosure Schedule, (i) the Company and each of its Subsidiaries comply and have complied in the past five (5) years in all material respects with all applicable Environmental Laws (as defined below), and possess and comply with all applicable Environmental Permits (as defined below) required under such laws to operate as they presently operate; (ii) there are no Materials of Environmental Concern (as defined below) at any property formerly owned, or, to the Knowledge of the Company, at any property currently owned or currently or formerly operated by the Company or any of its Subsidiaries, under circumstances that would result in Liability of the Company or any of its Subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries has received any written notification alleging that it is liable for damages or costs, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute, concerning any release or threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release or threatened release, to the extent such matter has been resolved with the appropriate Governmental Entity; (iv) neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or been subject to any proceeding, relating to noncompliance with Environmental Laws or any other Liabilities or obligations arising from Materials of Environmental Concern or pursuant to Environmental Laws, and no such matter has been threatened to the Knowledge of the Company; and (v) neither the Company nor any of its Subsidiaries has manufactured, sold, marketed, installed or distributed products or items containing asbestos or other Material of Environmental Concern so as to give rise to any material liability (contingent or otherwise) under Environmental Laws after application of vendor indemnifications.

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(b) The Company has provided to Parent all environmental audits, assessments and reports and all documents materially bearing on environmental, health and safety liabilities, in each case relating to its and its Subsidiaries’ past or current properties or operations with respect to 1994 through the present, that are in its possession or under its reasonable control. The Company has provided Parent with all environmental audits, assessments and reports and all documents materially bearing on environmental, health and safety liabilities, in each case relating to its and its Subsidiaries’ past or current properties or operations that exist to the Company’s actual knowledge with respect to periods prior to 1994, that are in its possession or under its reasonable control.

(c) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this Section 3.20 are the only representations and warranties in this Agreement with respect to Environmental Laws or Materials of Environmental Concern.

(d) For purposes of this Agreement, the following terms shall have the meanings assigned below:

“Environmental Laws” shall mean all foreign, federal, state, or local statutes, regulations, ordinances, codes, or decrees and applicable common law protecting the quality of the environment, including ambient air, soil, surface water or groundwater, and worker health and safety, in effect as of the date of or prior to this Agreement.

“Environmental Permits” shall mean all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws.

“Materials of Environmental Concern” shall mean any hazardous, acutely hazardous, or toxic substance or waste, mold, asbestos, oil, petroleum, noise, odors and radiation, each as defined or regulated under Environmental Laws, including the federal Comprehensive Environmental Response, Compensation and Liability Act or the federal Resource Conservation and Recovery Act.

Section 3.21 Contracts.

(a) Section 3.21(a) of the Company Disclosure Schedule contains a complete and accurate list of each Material Contract, true and complete copies of which have been provided or made available to Parent, as well as a summary of all oral Material Contracts. “Material Contract” means any Contract (i) that would qualify as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) containing covenants binding upon the Company or any of its Subsidiaries that materially restrict the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete in any business or with any Person or in any geographic area that is material to the Company and its Subsidiaries, taken as a whole, as of the date hereof, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 90 days or less; (iii) with respect to a material joint venture or material partnership agreement (excluding information technology Contracts); (iv) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement; (v) that calls

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for the payment over the remaining life of the Contract of more than $100,000 in the aggregate; (vi) that continues for a period of more than twelve (12) months from the Closing Date and involves payments in excess of $75,000; (vii) that is an employment agreement containing severance or termination pay Liabilities; (viii) that is a contract under which the Company or any of its Subsidiaries has advanced or loaned money to any other Person (other than the Company’s agreement to reimburse employees for normal and customary moving expenses, in each case in amounts of less than $25,000); (ix) that is an agreement or indenture relating to Indebtedness of the Company or any of its Subsidiaries; (x) that is a lease or agreement under which the Company or any of its Subsidiaries is lessee of or holds or operates (aa) any real property or (bb) any personal property with an initial cost in excess of $50,000 as of the initial date of the lease (as if such property had been purchased on the first day of such lease), which property is owned by any Person other than the Company or any of its Subsidiaries; (xi) that is an assignment, license, indemnification, right to use, or agreement with respect to any intangible property (including any Intellectual Property) by the Company or any of its Subsidiaries (except for any such agreement relating to commercially available, unmodified, off-the-shelf software with a license fee of less than $50,000); (xii) that is a material warranty agreement with respect to its services rendered or its products sold; (xiii) that is an agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xiv) that is a sales, distribution, supply or franchise agreement; (xv) that is a contract regarding voting, transfer or other arrangements related to the Company’s or any of its Subsidiaries’ capital stock or warrants, options or other rights to acquire any of the Company’s or any of its Subsidiaries’ capital stock; (xvi) that involves payments in excess of $75,000 and is not cancelable by the Company or any of its Subsidiaries with notice of less than thirty (30) days and without Liability, penalty or premium; (xvii) that is a settlement, conciliation or similar agreement requiring a payment by the Company or its Subsidiaries in excess of $50,000 or which provides for limitations on the conduct by, or requires conduct by, the Company or any of its Subsidiaries; (xviii) that is a letter of credit; (xix) that is a collective bargaining agreement; (xx) that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which any outstanding obligations would exist after the Closing; or (xxi) that is material to the Company’s or any of its Subsidiaries’ operations and business prospects.

(b) Each of the Material Contracts is valid and binding on the Company and each of its Subsidiaries party thereto and, to the Knowledge of the Company, on each other party thereto and is in full force and effect without penalty in accordance with its terms, except for immaterial failures to be valid and binding or to be in full force and effect. There is no material default under any Material Contract by the Company or any of its Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder by the Company or any of its Subsidiaries or would give the other party to the Material Contract the right to terminate or materially modify such Material Contract or impose any penalty, set-off or other charge thereunder. To the Knowledge of the Company, no third party is in breach of any Material Contract, except as set forth on Section 3.21(b) of the Company Disclosure Schedule.

Section 3.22 Affiliate Transactions. Except as set forth on Section 3.22 of the Company Disclosure Schedule, no stockholder, Option holder, officer, director or Affiliate of the Company or any of its Subsidiaries or any immediate family member or Affiliate of any of the foregoing Persons, is a party to any Contract with or binding upon the Company or any of its

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Subsidiaries or any of their respective properties or assets or has any interest in any property owned or used by the Company or any of its Subsidiaries or has engaged in any material transaction with any of the foregoing within the last twelve months or provides services to the Company or any Company Subsidiary, other than employment services in the ordinary course of business.

Section 3.23 Suppliers. Section 3.23 of the Company Disclosure Schedule attached hereto sets forth a list of the top fifteen (15) suppliers of the Company and its Subsidiaries (on a consolidated basis) (by volume of purchases from such suppliers), for each of the fiscal years ended January 28, 2006, February 3, 2007 and February 2, 2008 and for the period from February 2, 2008 through and including the July End Date. Neither the Company nor its Subsidiaries have received any indication from any such material supplier to the Company and its Subsidiaries to the effect that, and the Company does not have any reason to believe that, such supplier will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Company and its Subsidiaries (whether as a result of the consummation of the transactions contemplated hereby or otherwise).

Section 3.24 Bank Accounts. Section 3.24 of the Company Disclosure Schedule lists all of the Company and its Subsidiaries’ bank accounts (designating each authorized signatory and the level of each signatory’s authorization).

Section 3.25 Names and Locations. Except as set forth on Section 3.25 of the Company Disclosure Schedule, during the five-year period prior to the execution and delivery of this Agreement, the Company, its Subsidiaries and their respective predecessors have not used any name or names under which they invoiced account debtors, maintained records concerning its assets or otherwise conducted business. All of the tangible assets and properties of the Company and its Subsidiaries are located at the locations set forth on Section 3.25 of the Company Disclosure Schedule.

Section 3.26 Product Warranty. Neither the Company nor any of its Subsidiaries has made any express or implied warranties or guarantees to any customer with respect to the products marketed or sold by it, other than to pass along warranties made by its suppliers directly to its customers and implied warranties imposed by operation of laws generally applicable to retailers.

Section 3.27 Promotions Program. Except as described on Section 3.27 of the Company Disclosure Schedule, since January 3, 2007, the Company and its Subsidiaries have not initiated any promotion or discount, rebate or similar programs outside of the ordinary course of business and no such programs are currently in effect.

Section 3.28 Inventory. All of the Company and its Subsidiaries’ inventory as of the July End Date consists of a quantity and quality usable and saleable in the ordinary course of business, subject only to the reserves for inventory write-down, markdowns and/or shrink set forth on the face of the balance sheet included in the July Financial Statements and as determined in accordance with GAAP.

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Section 3.29 Disclosure. Neither this Article III, the Company Disclosure Schedule or any of the Exhibits attached hereto nor any of the written statements, documents, certificates or other items prepared and supplied to Parent, Merger Sub or its Affiliates by or on behalf of the Company or its stockholders in connection with the transactions contemplated hereby, when taken together as a whole, contain any untrue statement of a material fact or omit a material fact necessary to make each statement contained herein or therein, in light of the circumstances in which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF

PARENT AND MERGER SUB

Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:

Section 4.1 Organization. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to have such power or authority will not, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other Encumbrances of any nature whatsoever.

Section 4.2 Certificate of Incorporation and By-Laws. Parent has heretofore furnished or otherwise made available to the Company a complete and correct copy of the certificate of incorporation and the by-laws of each of Parent and Merger Sub as currently in effect. Such certificate of incorporation and by-laws of each of Parent and Merger Sub are in full force and effect and no other organizational documents are applicable to or binding upon Parent and Merger Sub. Neither Parent nor Merger Sub is in violation of any provisions of its certificate of incorporation or by-laws in any material respect.

Section 4.3 Authority. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the stockholder approval described in the next sentence, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary action by the Boards of Directors of Parent and Merger Sub and, immediately upon the execution hereof, will be duly and validly authorized by written consent of Parent as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, to perform their respective obligations hereunder, or to consummate the transactions contemplated hereby (other than the filing with the Office of the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and

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Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

Section 4.4 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance of this Agreement by Parent and Merger Sub, do not and will not (i) conflict with or violate the respective certificates of incorporation or by-laws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which either of them or any of their respective properties are bound or (iii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit under, or give rise to any right of modification, termination, cancellation, amendment or acceleration of, or result in the creation of any Encumbrances (other than Encumbrances arising out of this Agreement or restrictions imposed by law) upon any assets or properties of Parent or Merger Sub under any of the terms, conditions or provisions of any Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, acceleration, loss, right or other occurrence which will not, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the transactions contemplated hereby.

(b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby by each of Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing or registration with or notification to, any Governmental Entity, except for (i) the applicable requirements, if any, of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and state securities, takeover and “blue sky” laws, and (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL.

Section 4.5 Absence of Litigation. There are no suits, claims, actions, proceedings, arbitrations, mediations or investigations pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries, other than any such suit, claim, action, proceeding or investigation that will not prevent, materially delay or materially impede the consummation of the transactions contemplated hereby. As of the date hereof, neither Parent nor any of its Subsidiaries nor any of their respective properties is or are subject to any order, writ, judgment, injunction, decree or award that will prevent, materially delay or materially impede the consummation of the transactions contemplated hereby.

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Section 4.6 Information Statements. None of the information expressly supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement or the Optionholder Information Statement will, at the date it is first mailed to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Information Statement or the Optionholder Information Statement.

Section 4.7 Brokers. No agent, broker, finder, financial advisor, investment banker or other firm or Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement which would be binding upon the Company prior to the Effective Time or which would constitute Company Transaction Expenses.

Section 4.8 Financing. Parent will have sufficient cash to enable it to deposit with the Paying Agent the Effective Date Aggregate Merger Consideration and to deposit with the Stockholders’ Representative the Holdback Funds.

Section 4.9 Operations of Parent and Merger Sub. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and prior to the Effective Time will have engaged in no other business activities and will have incurred no Liabilities other than in connection herewith or as contemplated herein. Parent intends to file a consolidated U.S. federal income Tax return with the Surviving Corporation after the Closing Date.

Section 4.10 Vote/Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Section 4.11 No Other Representations or Warranties.

(a) Parent acknowledges that to its knowledge it and its representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its representatives have desired or requested to review, and that it and its representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company.

(b) Parent acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent and its representatives except as expressly set forth in this Agreement or any certificate, schedule, exhibit or document delivered pursuant hereto, and neither the Company nor any other Person shall be subject to any

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Liability to Parent or any other Person resulting from the Company’s making available to Parent or Parent’s use of such information, or any information, documents or material made available to Parent in the due diligence materials provided to Parent, including in the “data room,” management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, except as otherwise expressly set forth in this Agreement or any certificate, schedule, exhibit or document delivered pursuant hereto, the Company makes no representation or warranty to Parent with respect to any financial projections or forecast relating to the Company or any of the Company’s Subsidiaries.

(c) Parent is capable of evaluating the merits and risks of entering into this Agreement and performing the transaction contemplated hereby, and has the capacity to protect its own interests in connection with the transactions contemplated hereby.

(d) Notwithstanding any provision to the contrary in this Agreement, nothing contained herein shall limit (i) subject to ARTICLE IX, the right of Parent or Merger Sub to rely upon any representations or warranties set forth in this Agreement or any certificate, schedule, exhibit or document delivered pursuant hereto or (ii) any claim based on fraud or fraudulent conduct.

ARTICLE V

CONDUCT OF BUSINESS PENDING THE MERGER

Section 5.1 Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, or unless Parent shall otherwise agree in advance in writing, the business of the Company and its Subsidiaries shall be conducted in its ordinary course of business consistent in all material respects with past practice and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and its relationships with its suppliers, customers, employees and others with whom they have a material business relationship. The Company shall maintain and repair its assets, including the Owned Real Property, in accordance in all material respects with past practices (normal wear and tear excepted), and shall observe and fulfill all of its obligations under the Leases in all material respects. Between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated or permitted by this Agreement or as set forth on Section 5.1 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries shall without the prior written consent of Parent (which consent, solely for purposes of this Section 5.1, may be granted via email communications from officers of Parent):

(a) amend or otherwise change its certificate of incorporation or by-laws or any similar organizational documents;

(b) issue, deliver, sell, pledge, dispose of or encumber any shares of capital stock, ownership interests or voting securities, or any options, warrants, convertible securities or other rights of any kind to acquire or receive any shares of capital stock, any other ownership interests

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or any voting securities (including but not limited to stock appreciation rights, phantom stock or similar instruments), of the Company or any of its Subsidiaries, except for the issuance of Shares upon the exercise of Options or in connection with other stock-based awards outstanding as of the date hereof, in each case, in accordance with the terms of any applicable Company Plan;

(c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for any dividend or distribution by a Subsidiary of the Company paid or payable solely to the Company;

(d) reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any shares of capital stock of the Company (other than the acquisition of Shares tendered by holders of Options in connection with a cashless exercise of Options or in order to pay Taxes in connection with the exercise of Options pursuant to the terms of a Company Plan), or reclassify, combine, split or subdivide any capital stock or other ownership interests of any of the Company’s Subsidiaries;

(e)(i) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) in whole or in part any corporation, partnership or other business organization or division thereof or any assets or property, other than purchases of inventory and other assets in the ordinary course of business; (ii) sell or otherwise dispose of (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets or property, other than sales or dispositions of inventory and other assets in the ordinary course of business or pursuant to existing Contracts; (iii) other than in the ordinary course of business consistent with past practices, lease, dispose of, license, transfer or otherwise impose any Encumbrances upon any assets or property of the Company, tangible or intangible; (iv) enter into or amend in any material respect or terminate any Contract that is or would be a Material Contract; or (v) authorize or make any capital expenditure (or series of capital expenditures) which are, in the aggregate, in excess of the Company’s capital expenditure budget set forth on Section 5.1(e) of the Company Disclosure Schedule;

(f) extinguish, terminate or pay off any Indebtedness, incur or modify the terms of any Indebtedness for borrowed money, or assume, guarantee or endorse, or otherwise as an accommodation become responsible for (directly, contingently or otherwise), the obligations of any Person with respect to indebtedness for borrowed money, or make any loans, advances or capital contributions to, or investments in, any other Person (other than a Subsidiary of the Company), or create any Encumbrance of any kind with respect to its assets and properties, in each case, other than (x) Revolver Indebtedness in the ordinary course of business consistent with past practice or (y) any letter of credit entered into in the ordinary course of business consistent with past practice;

(g) except as contemplated by Section 6.6 or except to the extent (A) required under any Company Plan or employment agreement, in each case as in effect as of the date hereof or as in effect thereafter in conformity with this Section 5.1, or (B) required by applicable law, (i) increase the compensation or fringe benefits of any of its directors, officers or employees (except in the ordinary course of business with respect to store employees who are not manager or higher level employees), (ii) grant any severance or termination pay not provided for under any

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Company Plan, or (iii) enter into any material employment, consulting or severance agreement or arrangement with any of its present or former directors, officers, other employees or any other Person, or, except with respect to compensation or fringe benefits in a manner not inconsistent with clause (i) above, establish, adopt or enter into, or amend in any material respect, or terminate any Company Plan or deferred compensation plan;

(h) implement any employee layoffs that could implicate the WARN Act;

(i) make any change in any Accounting Principle;

(j) make, change or rescind any Tax election, (ii) enter into any settlement or compromise of any Tax Liability, (iii) file any amended Tax Return, (iv) change any annual Tax accounting period, (v) enter into any closing agreement, (vi) surrender any right to claim a Tax refund or (vii) waive or extend the statute of limitations (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business);

(k) settle or compromise any litigation or claim for an amount in excess of $25,000, or become subject to or agree to an injunction or any agreement requiring any change in the Company or its Subsidiaries’ business practices or any other non-monetary compensation;

(l) take any action that, if it had occurred after February 2, 2008 and prior to the date hereof, would have been required to have been disclosed in the Company Disclosure Schedule pursuant to Section 3.9; or

(m) agree to take any of the actions described in this Section 5.1.

Section 5.2 Conduct of Business of the Parties Pending the Merger. Each of Parent, Merger Sub and the Company agrees that, between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, take any action (i) to cause its representations and warranties set forth in ARTICLE III or ARTICLE IV, as applicable, to be untrue in any material respect; or (ii) that will, individually or in the aggregate, prevent, materially delay or materially impede its ability to consummate the Merger or the other transactions contemplated by this Agreement; provided, that nothing in this Section 5.2 shall require any party to waive or forfeit any rights it has under this Agreement.

Section 5.3 No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

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ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1 Stockholders Meeting. As soon as reasonably practicable following the date of this Agreement, and in any event within three (3) Business Days following the date of this Agreement, the Company shall use its reasonable best efforts to obtain the Company Requisite Vote by written consent, and upon receipt of the Company Requisite Vote, shall distribute an Information Statement to those Company stockholders who did not participate in the Company Requisite Vote pursuant to Section 6.2.

Section 6.2 Information Statements.

(a) Promptly after receipt of the Company Requisite Vote, the Company shall commence the preparation of an information statement and disclosure document and all other disclosure documents required under all applicable law (including Sections 228 and 262 of the DGCL) to be sent to its stockholders related to the Merger, this Agreement or any of the agreements contemplated hereby, together with a request for the waiver of dissenters’ rights (collectively, the “Information Statement”). The Information Statement will include a copy of the resolutions of the Special Committee and the Board approving the Merger and the transactions contemplated by this Agreement. The Company shall mail or otherwise deliver the Information Statement to its stockholders as soon as reasonably practicable (but in no event later than five (5) Business Days after receipt of the Company Requisite Vote). Any such Information Statement or other disclosure document or any other document delivered to the Stockholders in connection with this Agreement or the transactions contemplated hereby shall be delivered to Parent and Merger Sub for their review prior to distribution to the Stockholders or Option holders and shall be in a form and substance reasonably satisfactory to Parent and Merger Sub.

(b) The Company shall prepare an information statement to be sent to its Option holders related to the Merger, this Agreement or any of the agreements contemplated hereby, together with a request that each such Option holder execute an Option Cancellation Agreement (the “Optionholder Information Statement”). Any such Optionholder Information Statement or other disclosure document and or any other document delivered to the Option holders of the Company in connection with this Agreement or the transactions contemplated hereby shall be delivered to Parent and Merger Sub for their review prior to distribution to the Stockholders or Option holders and shall be in a form and substance reasonably satisfactory to Parent and Merger Sub.

(c) Parent and Merger Sub will use commercially reasonable efforts to cooperate with the Company in the preparation of the Information Statement and the Optionholder Information Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Information Statement or the Optionholder Information Statement which shall have become false or misleading.

(d) The Company covenants that the Information Statement and the Optionholder Information Statement (and all amendments and supplements thereto) will not, at the time published, sent or given to the Company’s stockholders and Option holders, contain any untrue

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statement of a material fact or omit to state any fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided that financial information regarding Parent, Merger Sub or the Surviving Corporation which is supplied by Parent or Merger Sub shall not be information supplied by the Company or its Subsidiaries for purposes of this Section 6.2. The Company shall enclose a Letter of Transmittal with each Information Statement delivered pursuant to this Section 6.2 to each stockholder of the Company for the purpose of delivering to the Surviving Corporation such Person’s closing deliveries. The Company shall enclose an Option Cancellation Agreement with each Optionholder Information Statement delivered pursuant to this Section 6.2 to each Option holder of the Company for the purpose of delivering to the Surviving Corporation such Person’s closing deliveries. If at any time prior to the Closing, any event with respect to the Company shall occur which is required to be described in an amendment or a supplement to the Information Statement or the Optionholder Information Statement, the Company shall so make the appropriate disclosure to its stockholders and Option holders. The Company shall consult with Parent and Merger Sub, and obtain the prior written approval of Parent (which shall not be unreasonably withheld), with respect to the disclosures made in the Information Statement or the Optionholder Information Statement with respect to this Agreement or the transactions contemplated by this Agreement, and the Information Statement and the Optionholder Information Statement which is to be sent to the stockholders and Option holders shall be in the form approved by Parent (which approval shall not be unreasonably withheld).

Section 6.3 Resignation of Directors. At the Closing, the Company will deliver to Parent evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, to the extent specified by Parent in advance of the Closing, all directors of each Subsidiary of the Company, in each case, effective at the Effective Time.

Section 6.4 Access to Information; Confidentiality.

(a) From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries, officers, directors and employees to, afford the officers, directors, employees, accountants, auditors, consultants, legal counsel, financial advisors, potential lenders, agents and other authorized representatives of Parent reasonable access, consistent with applicable law, during normal business hours to its officers, employees, properties, offices, plants and other facilities and to all books and records, and shall furnish Parent with all financial, operating and other data and information as Parent, through its officers, employees or authorized representatives, may from time to time reasonably request. Notwithstanding the foregoing, Parent and Merger Sub shall use commercially reasonable efforts to conduct any such investigation or consultation in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties.

(b) As soon as available, and in any event no later than fifteen (15) days after the end of each fiscal month, the Company shall deliver to Parent the unaudited balance sheet, statement of income, shareholders’ equity and cash flow of the Company as of the end of such fiscal month, all in reasonable detail and certified by a principal financial officer of the Company as presented fairly, in accordance with GAAP (except for the absence of footnotes thereto) applied on a basis consistent with past practice.

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(c) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement between Harris Williams & Co., on behalf of the Company, and Sun Capital Partners Group V, Inc. (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms; provided that the Company agrees that the Confidentiality Agreement shall be terminated and of no further force and effect upon the consummation of the Merger.

Section 6.5 Acquisition Proposals.

(a) Unless otherwise required by law, the Company agrees that (i) it and its officers and directors shall not, (ii) its Subsidiaries and its Subsidiaries’ officers and directors shall not and (iii) it shall ensure that its and its Subsidiaries’ employees, agents, advisors (including financial advisors) and other representatives (“Representatives”) shall not, (A) initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any proposal or offer to acquire in any manner an equity interest representing a 5% or greater economic or voting interest in the Company, or the assets, securities or other ownership interests of or in the Company or any of its Subsidiaries representing 5% or more of the consolidated assets of the Company and its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”) or (B) engage in any negotiations or discussions concerning or in connection with an Acquisition Proposal. The Company shall promptly notify Parent of the receipt of any Acquisition Proposal after the date hereof, which notice shall include a summary of the material terms thereof to the extent such notice is permitted under the Acquisition Proposal.

(b) Unless otherwise required by law, the Company agrees that (i) it and its officers and directors shall not, (ii) its Subsidiaries and its Subsidiaries’ officers and directors shall not and (iii) it shall ensure that its and its Subsidiaries’ Representatives shall not provide access to its properties, books and records or any confidential information or data to, any Person in connection with an Acquisition Proposal.

Section 6.6 Employment and Employee Benefits Matters.

(a) Without limiting any additional rights that any individual may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the first anniversary thereof, to maintain for any employee of the Company who is actively employed as of the Closing Date (collective, the “Company Employees”) with base salary or wages and employee benefits (but excluding any equity-based compensation, defined benefit plans benefits or, other than COBRA benefits, post-employment health or life insurance benefits) that are substantially comparable, in the

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aggregate, to the base salary or wages and employee benefits maintained for and provided to either (x) such Company Employee immediately prior to the Effective Time pursuant to the Company Plans or (y) employees who are employed in other businesses in the same general industry in accordance with general market practice; provided, however, that nothing in this Section 6.6 or any other provision of this Agreement shall prevent the amendment or termination of any Company Plan or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable law or to terminate the employment of Company Employees in accordance with all legal requirements.

(b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees credit for purposes of eligibility and vesting and, with respect to vacation and severance determination only, benefit accruals, under any employee compensation and incentive plans, benefit plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time under any corresponding Company Plan. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries shall (i) use commercially reasonable efforts to cause there to be waived any pre-existing condition or eligibility limitations to the extent such pre-existing condition or eligibility limitations were met under the corresponding Company Plan, and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar Company Plans immediately prior to the Effective Time.

(c) This Section 6.6 is not intended to confer any rights or remedies upon any Person other than the parties to this Agreement or shall be in any way interpreted to limit Parent’s ability to modify or terminate the employment of any employee on or after the Closing Date.

Section 6.7 Directors’ and Officers’ Indemnification and Insurance. Prior to the Closing, the Company shall have obtained “tail” insurance policies (the “D&O Tail Policies”) with a claims period of six (6) years from the Effective Time, from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance in an amount and scope and on terms at least as favorable to the present and former directors and officers of the Company and its Subsidiaries (the “Indemnified Parties”) as the Company’s current policies with respect to matters existing or occurring at or prior to the Effective Time. The D&O Tail Policies shall be in form and substance reasonably acceptable to Parent. The cost and expense of the D&O Tail Policies shall constitute Company Transaction Expenses.

Section 6.8 Further Action; Efforts.

(a) Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement.

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Notwithstanding any provision to the contrary in this Agreement, the Company shall give (or will cause its Subsidiaries to give) any notices to third Persons, and use, and cause its respective Subsidiaries to use, its reasonable best efforts to obtain any consents from third Persons or Governmental Entities (x) necessary to consummate the transactions contemplated by this Agreement and to permit Parent’s operations of the Company’s and its Subsidiaries’ businesses immediately after the Closing, or (y) that are required in order to prevent a breach of or default under a termination or modification of, or acceleration of the terms of, any contract resulting from the consummation of the transactions contemplated hereby, in each case on terms reasonably satisfactory to Parent, including those required to be disclosed in Section 3.5 of the Company Disclosure Schedule.

(b) The Company shall, and shall cause its Subsidiaries and Affiliates to, cooperate in connection with any financing or refinancing arrangement Parent seeks in connection with or within one (1) year following the Closing as may be reasonably requested by Parent or Parent’s lender(s) or prospective lender(s). Such cooperation by the Company and its Subsidiaries and Affiliates shall include (i) executing such agreements or instruments as are reasonably required by Parent’s lender(s); (ii) consenting to the assignment of any agreements including this Agreement, the Significant Stockholders Agreement, and all of the agreements contemplated by this Agreement between Parent, on the one hand, and the Company and/or the Stockholders’ Representative, on the other hand; or (iii) providing such information and assistance (including available financial statements and other financial data relating to the Business) as Parent’s lender(s) may reasonably request and granting such access to Parent’s lender(s) and their representatives as may be reasonably necessary for their due diligence; provided, that the Stockholders’ Representative shall not be obligated to take any action that would materially impair the rights of or materially increase the obligations of the Stockholders in order to comply with this Section 6.8(b); provided, further, that the Surviving Corporation shall reimburse the Stockholders’ Representative with respect to any reasonable out-of-pocket expenses incurred by the Stockholders’ Representative in compliance with this Section 6.8(b).

(c) Parent shall use commercially reasonable efforts, and take any and all steps necessary, to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event no later than the Company Termination Date (as defined in Section 8.1(c) below); provided, Parent shall not be required to, and the Company shall not agree to, the sale, divestiture, licensing or disposition of such assets, properties or businesses of the Company or Parent or their respective Subsidiaries, or otherwise take or commit to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the business, product lines or assets of Parent, the Company or their respective Subsidiaries or Affiliates.

Section 6.9 Public Announcements. Prior to the Effective Time, Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby, except as may be required by applicable law or any listing agreement with, or any rules of, a national securities exchange, in which case the issuing party will use its reasonable best efforts to consult with the other party before it issues any such press release or makes any such public statement.

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Section 6.10 Notification of Certain Matters. The Company shall give prompt notice to Parent, upon the actual knowledge of the Persons set forth on Section 11.2 of the Company Disclosure Schedule without any duty of investigation, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would or which would be likely to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate, and (ii) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Company hereunder. Parent shall give prompt notice to the Company, upon Knowledge of Parent, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would or which would be likely to cause any representation or warranty of Parent or Merger Sub contained in this Agreement to be untrue or inaccurate, and (ii) any failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Parent or Merger Sub hereunder.

Section 6.11 Subordination, Non-Disturbance and Attornment Agreements. The Company will use commercially reasonable efforts to deliver to Parent, in form and substance reasonably satisfactory to Parent, Subordination, Non-Disturbance and Attornment Agreements from each of the lenders to its landlords. After the Closing, the Stockholders’ Representative will use commercially reasonable efforts to cooperate with the Surviving Corporation at its request with respect to any Subordination, Non-Disturbance and Attornment Agreements that are not delivered to Parent at Closing.

Section 6.12 Retention Agreements. The parties agree and acknowledge that the obligations due to each of Mike Remsen, Ron Hall, Mike James, Deb Kouba and Norman J. Farrington pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

ARTICLE VII

CONDITIONS OF MERGER

Section 7.1 Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

(a) this Agreement shall have been adopted by the Stockholders by the Company Requisite Vote;

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(b) no law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States or state court or any Governmental Entity which prohibits, restrains, enjoins or materially delays, directly or indirectly, the consummation of the Merger on the terms contemplated by this Agreement; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8;

(c) No suit, action or other proceeding affecting Parent, Merger Sub, the Company or the Merger shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iii) affect adversely the right of Parent to own the Company or operate the businesses of or control the Company; or (iv) affect adversely the right of the Company to own its assets or control its businesses, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; and

(d) Parent and the Company shall have received or obtained all material governmental and regulatory consents, approvals, licenses and authorizations that are necessary (i) for the consummation of the transactions contemplated hereby or (ii) for Parent to own the Company and to operate the businesses of and control the Surviving Corporation following the Closing, in each case on terms and conditions reasonably satisfactory to Parent (collectively, the “Governmental Approvals”).

Section 7.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

(a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Effective Time as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct only as of such specified date), interpreted without giving effect to any “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar qualifications contained therein or with respect thereto, except that the representations and warranties set forth in Section 3.3 (Capitalization) shall be true in all respects as of the date hereof and as of the Effective Time as though made on and as of such date, interpreted without giving effect to any “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar qualifications contained therein or with respect thereto;

(b) The Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by, or complied with by, it under this Agreement at or prior to the Effective Time;

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(c) Parent shall have received a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions set forth in subsections (a) and (b) of this Section 7.2 have been satisfied;

(d) Parent shall have received a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company, setting forth and certifying on behalf of the Company (i) the Effective Date Aggregate Merger Consideration, and the components thereof, (ii) the resulting Effective Date Per Share Merger Consideration to be paid to each stockholder of the Company pursuant to the Merger, (iii) the aggregate amount of Option Consideration, and (iv) the amount of Option Consideration to be paid to each Option holder of the Company pursuant to the Option Cancellation Agreements, in form and substance reasonably satisfactory to Parent;

(e) Parent shall have received certified copies of the resolutions of the Company’s stockholders and board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby;

(f) Parent shall have received good standing certificates for the Company and its Subsidiaries from their respective jurisdictions of formation and each jurisdiction in which they qualified to do business as a foreign corporation, in each case dated as of a recent date prior to or on the Closing Date;

(g) Parent shall have received all third-party consents and approvals that are necessary (i) for the consummation of the transactions contemplated hereby or (ii) to prevent a breach of or default under, or a termination, modification or acceleration of, any instrument, contract, lease, license or other agreement marked with an asterisk on Section 3.5 of the Company Disclosure Schedule (collectively, the “Third-Party Approvals”), in each case on terms reasonably satisfactory to Parent;

(h) Parent shall have received from Husch Blackwell Sanders LLP, counsel for the Company, an opinion in form and substance reasonably satisfactory to Parent, which shall be addressed to Parent and the Surviving Corporation’s lender(s), dated as of the Closing Date, and in form and substance reasonably satisfactory to Parent and the Surviving Corporation’s lender(s);

(i) Parent shall have received from Morris, Nichols, Arsht & Tunnell LLP, special counsel for the Company, an opinion in form and substance reasonably satisfactory to Parent, which shall be addressed to Parent and the Surviving Corporation’s lender(s), dated as of the Closing Date, and in form and substance reasonably satisfactory to Parent and the Surviving Corporation’s lender(s);

(j) Parent shall have received evidence that the Company’s stockholders shall have surrendered their Company Common Stock and submitted a Letter of Transmittal and all necessary assignment documents with respect to their Company Common Stock (whether certificated or in book entry form) to the Paying Agent, and such other documents reasonably requested by Parent, and there shall be no Dissenting Shares;

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(k) All Option holders of the Company shall have duly executed and delivered Option Cancellation Agreements, and such Option Cancellation Agreements shall be in full force and effect, pursuant to which all Options shall be cancelled and of no further force or effect as of the Effective Time;

(l) Parent shall have received resignations from each of the members of the boards of directors of the Company and its Subsidiaries;

(m) Buyer shall have received evidence (in form and substance satisfactory to Buyer) that the Company Transaction Expenses have been paid in full and that none of the Company or its Subsidiaries have any liability to the Surviving Corporation or its Subsidiaries’ legal counsel, investment bankers, brokers, agents or representatives, except for those Company Transaction Expenses set forth on Section 7.2(m) of the Company Disclosure Schedule;

(n) The Company shall have obtained releases of all Encumbrances (other than any Permitted Encumbrances) relating to the assets and properties of the Company and its Subsidiaries, and the Company shall have obtained and delivered to Parent and the Surviving Corporation’s lender(s) payoff letters with respect to all Indebtedness and Revolver Indebtedness outstanding immediately prior to the Closing (in each case on terms and conditions satisfactory to Parent) other than with respect to capital leases, as well as UCC-3 termination statements, mortgage releases, terminations of landlord waivers, bailee waivers, account control agreements and any other documents required to evidence the Encumbrance releases, in each case in recordable form when reasonably required by Parent or the Surviving Corporation’s lender(s);

(o) All Tax-sharing agreements or similar agreements with respect to or involving the Company or any of its subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder;

(p) Parent shall have received an affidavit, sworn under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in the form and substance required under Treasury Regulation §1.897-2(h) so that Parent is exempt from withholding any portion of the purchase price thereunder;

(q) The Company or the Stockholders, as applicable, shall have taken all reasonably necessary steps to provide for the transfer of the incentive Tax credits and Tax exemptions negotiated with the Nebraska Department of Revenue pursuant to the Nebraska Employment and Investment Growth Act (or any similar state or local Tax incentives) (the “Tax Incentives”) from the Company to Parent, or, in the alternative, the full retention of such Tax Incentives by the Surviving Company accruing after the Closing Date or carried forward from a Pre-Closing Tax Period;

(r) Parent shall have received the Significant Stockholders Agreement in the form attached hereto as Exhibit E (the “Significant Stockholders Agreement”) duly executed by each of the Significant Stockholders;

(s) Since the date hereof, there shall have been no Material Adverse Effect;

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(t) Parent shall have received Non Disturbance and Attornment Agreements from each of the primary landlords with respect to Leased Real Property other than Store #25 (Ellisville) (provided that a landlord consent with respect to Store #25 shall still be required) that is subleased to the Company, each in form and substance reasonably satisfactory to Parent;

(u) Parent shall have received current title insurance policies and ALTA surveys with respect to the Owned Real Property in form and substance reasonably satisfactory to Parent; and

(v) Parent shall have received such other documents or instruments as are required to be delivered by the Company at the Closing pursuant to the terms hereof or that Parent reasonably requests on or prior to the Closing Date to effect the transactions contemplated hereby;

(w) Parent shall have received evidence of cancellation of the 500,000 shares of restricted stock held by Michael Remsen in form and substance reasonably satisfactory to Parent;

(x) Parent shall have received evidence of the amendment of the Retention Agreement to which Michael Remsen is a party clarifying the amount Michael Remsen is to receive as a change of control bonus (i.e. the value of 100,000 shares of common stock) in form and substance reasonably satisfactory to Parent;

(y) Parent shall have received a copy of the Paying Agent Agreement in the form attached hereto as Exhibit I (the “Paying Agent Agreement”) duly executed by Parent, the Company and the Paying Agent; and

(z) The Company shall have delivered to Parent reasonable evidence of all Pre-Closing Landlord Receivables, including the amount thereof.

Section 7.3 Conditions to Obligations of the Company. The obligation of the Company to effect the Merger shall be further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

(a) the representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Effective Time as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct only as of such specified date), interpreted without giving effect to any “material”, “materially”, “in all material respects”, “material adverse effect” or similar qualifications contained therein or with respect thereto;

(b) each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing Date; and

(c) the Company shall have received certificates of a Vice President or an Assistant Secretary of each of Parent and Merger Sub, certifying on behalf of Parent and Merger Sub, respectively, that the conditions set forth in subsections (a) and (b) of this Section 7.3 have been satisfied.

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ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.1 Termination. This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Effective Time, notwithstanding adoption thereof by the Stockholders:

(a) by mutual written consent of Parent and the Company;

(b) by Parent or the Company if any court of competent jurisdiction or other Governmental Entity having jurisdiction over the Company shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to the party seeking to terminate if such party or any of its Subsidiaries has failed to take such actions with respect thereto as are required to comply with Section 6.8;

(c) by Parent if the Merger shall not have been consummated on or before September 15, 2008 (the “Parent Termination Date”), or by the Company if the Merger shall not have been consummated on or before September 30, 2008 (the “Company Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the party seeking to terminate if any action of such party or any of its Subsidiaries or the failure of such party or any of its Subsidiaries to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Parent Termination Date or the Company Termination Date, as applicable;

(d) by the Company if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Parent or Merger Sub contained in this Agreement such that any condition set forth in subsection (a) or (b) of Section 7.3 would not be satisfied and, in either such case, such breach is not curable or shall not have been cured prior to the earlier of (A) ten (10) Business Days following written notice of such breach to Parent and (B) the Company Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(d) if the Company is then in material breach of any of its covenants or agreements contained in this Agreement;

(e) by Parent if there shall have been a breach of any representation, warranty, covenant or agreement on the part of the Company contained in this Agreement such that any condition set forth in subsection (a) or (b) of Section 7.2 would not be satisfied and, in either such case, such breach is not curable or shall not have been cured prior to the earlier of (A) ten (10) Business Days following written notice of such breach to the Company and (B) the Parent Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if Parent or Merger Sub is then in material breach of any of its covenants or agreements contained in this Agreement; or

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(f) by Parent at any time prior to the date and time that the Company Requisite Vote is obtained and a copy of the written consent is delivered to Parent.

Section 8.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no Liability on the part of any party hereto with respect to this Agreement, except with respect to the provisions of Section 6.4, Section 6.9, this Section 8.2, Section 8.3 and ARTICLE X, which provisions shall survive such termination; provided, however that nothing herein shall relieve any party hereto from Liability for any willful or intentional breach hereof.

Section 8.3 Expenses. Except as otherwise specifically provided herein, each party shall bear its own expenses in connection with this Agreement; provided, however, that if the transactions contemplated hereby are consummated, then the Surviving Corporation shall pay all fees, costs and expenses of Parent and Merger Sub (including legal and accounting fees, costs and expenses) arising in connection with the transactions contemplated hereby. Notwithstanding any provision to the contrary in this Agreement, all expenses of the Company incurred or paid after the July End Date in connection with this Agreement and the transactions contemplated hereby, including in connection with the filing, printing and mailing of the Information Statement, shall be Company Transaction Expenses and, to the extent they do not reduce the Aggregate Merger Consideration, shall be considered Indemnity Matters under Section 9.2(iii) hereof and shall be paid pursuant to Section 9.3 hereof. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, shall be paid fifty percent (50%) by the Stockholders’ Representative when due and fifty percent (50%) by the Parent when due. The Stockholders’ Representative shall file all necessary Tax Returns and other documentation with respect to such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if reasonably requested by the Stockholders’ Representative, Parent will, and will cause the Company and its Subsidiaries to, join in the execution of any such Tax Returns and documentation.

Section 8.4 Amendment. This Agreement may be amended by the parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Effective Time, whether before or after adoption of this Agreement by the Stockholders; provided, however, that, after adoption of this Agreement by the Stockholders, no amendment may be made which by law requires the further approval of the Stockholders without such further approval; provided, further, that Parent, Merger Sub and the Surviving Corporation shall be entitled to rely upon the execution and delivery of the Stockholders’ Representative of any amendment to this Agreement as the duly authorized action of the Stockholders. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

Section 8.5 Waiver. At any time prior to the Effective Time, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) subject to the requirements of applicable law, waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby. The failure of any party to assert any rights or remedies shall not constitute a waiver of such rights or remedies.

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ARTICLE IX

SURVIVAL OF REPRESENTATIONS AND

WARRANTIES, INDEMNIFICATION, ETC.

Section 9.1 Time Limitations. No representations or warranties set forth in this Agreement other than the representations and warranties set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Certificate of Incorporation and Bylaws), Section 3.3 (Capitalization), Section 3.4 (Authority), Section 3.6 (Title to Assets), Section 3.9(c)-(j), (m)-(t) and, to the extent relating to the aforementioned subsections, Section 3.9(u) (Absence of Certain Changes or Events) with respect to actions taken or matters occurring after the July End Date, Section 3.11 (Employee Benefit Plans), Section 3.14 (Tax Matters), Section 3.16 (Brokers), Section 3.20 (Environmental Matters), Section 3.22 (Affiliate Transactions), and the officer’s certificate delivered to Parent pursuant to Section 7.2(c) solely with respect to the foregoing Sections (the “Fundamental Representations”) shall survive the Closing Date and the consummation of the transactions contemplated hereby as provided herein. The Stockholders will not have any Liability with respect to any breach of any representation or warranty made by the Company in this Agreement other than with respect to the Fundamental Representations. All covenants and agreements shall survive the Closing without any time limitations; provided that the covenants and agreements set forth in Section 6.4(a), Section 6.4(b) and Section 6.5(a) and any covenants or agreements expressly waived by Parent in writing prior to the Closing shall not survive the Closing.

Section 9.2 Indemnification. From and after the Effective Time, the stockholders of the Company immediately preceding the Merger (the “Stockholders” and each individually, a “Stockholder”) shall indemnify and hold harmless each Indemnitee from and against any Losses which are suffered or incurred by such Indemnitee (regardless of whether or not such Losses relate to any third party claim) which such Indemnitee may suffer, sustain or become subject to, as a result of, in connection with, relating to or incidental to or by virtue of (i) any inaccuracy in or breach in any material respect of any Fundamental Representation, (ii) any nonfulfillment or breach of any covenant or agreement by the Company under this Agreement or any of the Schedules attached hereto or any agreement or document contemplated hereby, other than those matters expressly waived by Parent in writing prior to the Closing, and the covenants and agreements set forth in Section 6.4(a), Section 6.4(b) and Section 6.5(a), (iii) any Company Transaction Expenses payable by the Company on or after the Effective Time to the extent not included in the computation of the Aggregate Merger Consideration, (iv) any Tax liabilities set forth in Section 10.1(a), (v) any Indebtedness of the Company and its Subsidiaries existing as of the July End Date to the extent such Indebtedness (including all penalties, premiums or fees in connection with the payment of all such Indebtedness as of the July End Date) exceeded $25,265,000, (vi) the pre-Tax value of all consideration, fees, costs and expenses with respect to the termination of the Options, including the Option Consideration, to the extent not deducted in the calculation of Aggregate Merger Consideration, and (vii) each item set forth on Section 9.2 of the Company Disclosure Schedule (such Losses, the “Indemnity Matters”). The aggregate liability of all of the Stockholders with respect to the Indemnity Matters shall not exceed $27,350,000; provided, that nothing in this Agreement shall limit or restrict Parent’s rights to maintain any action or recover any amounts in connection with any action based upon fraudulent misrepresentation or deceit.

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Section 9.3 Indemnification Payments; Remedies. The parties hereto acknowledge and agree that from and after the Effective Time, the indemnification provisions in this Article IX and those set forth in the Significant Stockholder Agreement shall be the sole and exclusive remedy of Parent and the other Indemnitees for monetary damages with respect to the Indemnity Matters (with it being understood, however, that nothing in this Agreement shall limit or restrict any party’s right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). Except as otherwise provided herein, any indemnification of the Indemnitees pursuant to this Section 9.3 shall be effected by wire transfer of immediately available funds from the Significant Stockholders (pursuant to the Significant Stockholders Agreement) to an account(s) designated by the applicable Indemnitee, within two (2) Business Days after the final determination thereof. Notwithstanding the foregoing, (i) Parent shall be entitled to (but shall not be required to), set-off any amounts due or payable to any of the Indemnitees by the Significant Stockholders relating to any Indemnity Matters against any amounts otherwise due and payable by Parent with respect to any Landlord Receivables and (ii) the Stockholders’ Representative may in its sole discretion (but shall not be required to) use the Holdback Funds to satisfy any Indemnity Matters or Loss of an Indemnitee pursuant to Section 9.2 above. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 9.3 shall be construed to impair the right of any party to seek injunctive or other equitable relief, including pursuant to Section 11.9 below.

Section 9.4 Defense of Third Party Claims.

(a) In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (whether against the Surviving Corporation, against Parent or against any other Person) with respect to which any of the Indemnitees may be entitled to indemnification or any other remedy pursuant to this ARTICLE IX (including disputes with respect to Dissenting Shares), an Indemnitee shall promptly give the Stockholders’ Representative written notice of such claim or Legal Proceeding (a “Third Party Claim”); provided, however, that the failure to provide such notice shall not release the Stockholders from any of their obligations under this ARTICLE IX, except to the extent that the Stockholders are materially prejudiced by such failure.

(b) Within ten (10) Business Days of delivery of such written notice, in the event such claim or Legal Proceeding is solely for monetary damages, the Stockholders’ Representative may elect (by written notice delivered to Parent) to take all necessary steps to diligently contest any Third Party Claim involving third parties or to prosecute such Third Party Claim to conclusion or, subject to Section 9.4(d), settlement; provided, however, that (i) such written notice must contain an express obligation and acknowledgement that each Indemnitee will be indemnified and held harmless hereunder with respect to the full amount of any and all Damages the Indemnitees may suffer arising out of or relating to such Third Party Claim and (ii) the Stockholders’ Representative must enter into an agreement with the Indemnitees in form and substance satisfactory to the Indemnitees which agreement unconditionally guarantees the payment and performance of any Liability which may arise with respect to such Third Party Claim and provide evidence reasonably satisfactory to the Indemnitees that all Liabilities will be paid (whether through an escrow agreement, letter of credit or otherwise). If the Stockholders’ Representative makes the foregoing election and satisfies the requirements set forth herein to assume defense of such Third Party Claim, an Indemnitee will have the right to participate at its

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own expense in all negotiations and proceedings. If the Stockholders’ Representative does not make such election within such period (and satisfy all requirements set forth herein to assume defense of such Third Party Claim) or fails to diligently contest such Third Party Claim after such election, the Indemnitee shall be free to handle the prosecution or defense of any such Third Party Claim and will permit the Stockholders’ Representative, at the sole cost of the Stockholders’ Representative, to participate in such prosecution or defense and will provide the Stockholders’ Representative with reasonable access to all relevant information and documentation relating to the Third Party Claim and the prosecution or defense thereof.

(c) The party not in control of the prosecution or defense of a Third Party Claim will reasonably cooperate with the other party in the conduct of the prosecution or defense of such Third Party Claim.

(d) For any Third Party Claim the contest of which is controlled by the Stockholders’ Representative, the Stockholders’ Representative will not compromise or settle any Third Party Claim which compromise or settlement does not include (x) payment of the full amount of any liability or obligation by the Stockholders, (y) any non-monetary terms, and (z) an unqualified release of Parent, the Surviving Corporation and their respective stockholders, officers, directors, employees, agents, partners and representatives, without the written consent of Parent (such consent not to be unreasonably delayed or withheld). For purposes of clarification, Parent may withhold its consent to any settlement if such settlement does not include a full general release of all the claims against Indemnitee from all parties to the litigation or that requires Parent or any of its Affiliates to perform any covenant or refrain from engaging in any activity or includes any non-monetary terms. For clarity, for any Third Party Claim that Parent compromises or settles without the written consent of the Stockholders’ Representative, the settlement or compromise of such Third Party Claim shall not be dispositive of whether such Third Party Claim (or any part thereof) is subject to indemnification under this ARTICLE IX and/or the extent of Losses indemnifiable under this ARTICLE IX arising from such Third Party Claim (or part thereof).

Section 9.5 Stockholders’ Representative.

(a) Jeffrey J. Gordman is hereby appointed as the Stockholders’ Representative (the “Stockholders’ Representative”) with the following authority: (i) to give and receive notices and communications, (ii) to take any and all actions relating to claims to indemnify, hold harmless or reimburse any Indemnitee hereunder, (iii) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, (iv) to take all other actions contemplated for the Stockholders’ Representative in this Agreement, (v) to execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other documents and agreements contemplated by this Agreement, (vi) to make all elections or decisions contemplated by this Agreement and any other documents and agreements contemplated by this Agreement, (vii) to amend, modify or waive any agreements to which the Stockholders’ Representative is a party, (viii) to engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Stockholders’ Representative in complying with the Stockholders’ Representative’s duties and obligations, (ix) to receive and distribute the proceeds of the Collected Landlord Receivables, the Holdback Funds and any Unused Retention Amount, (x) to use the Holdback Funds to pay its out-of-pocket expenses in connection with the

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transactions contemplated by this Agreement and as a source of funds with respect to the Company’s and the Stockholders’ indemnification obligations under this Agreement, (xi) to enter into the Paying Agent Agreement, and (xii) to take all actions necessary or appropriate in the judgment of Stockholders’ Representative for the accomplishment of the foregoing. Any decision or action by the Stockholders’ Representative hereunder, including any agreement between the Stockholders’ Representative and Parent relating to the defense, payment or settlement of any claims to indemnify, hold harmless or reimburse any Indemnitee hereunder, shall be final, binding and conclusive. Parent and the Surviving Corporation shall be entitled to rely upon all actions of the Stockholders’ Representative in his capacity as Stockholders’ Representative whether or not express authority is granted pursuant to this Section 9.5.

(b) The Stockholders’ Representative shall distribute all cash proceeds received with respect to the Collected Landlord Receivables and any Unused Retention Amount within five (5) Business Days after receipt of any cash with respect thereto; provided, however, that the Stockholders’ Representative shall have the right to utilize a portion of such amounts to replenish any amounts previously expended from the Holdback Funds and to delay such distribution for such period as the Stockholders’ Representative, in its sole discretion, deems prudent in light of Indemnity Matters that have been asserted and remain unresolved on the scheduled distribution date. The Stockholders’ Representative shall determine in good faith when to distribute the remainder of the Holdback Funds, including any Collected Landlord Receivables or Unused Retention Amount used to replenish the Holdback Funds, to the Company’s stockholders, which amount shall be distributed no later than April 15, 2010, other than any amounts necessary to cover any Indemnification Claims which have been asserted and have not been paid as of such date. Any distribution of funds (other than with respect to the reimbursement of Stockholders’ Representative’s expenses from the Holdback Funds) shall be made pro rata to the Company’s stockholders based upon their ownership of Company Common Stock outstanding as of the Effective Time; provided that any funds to be made to a stockholder of the Company who has not properly executed and delivered a Letter of Transmittal to the Paying Agent or the Surviving Corporation shall be paid to the Surviving Corporation to be held on behalf of such stockholder of the Company in the same manner as any funds released by the Paying Agent to the Surviving Corporation pursuant to Section 2.4(f) above.

(c) If the Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities, then the remaining Person(s) serving as the Stockholders’ Representative shall, within 30 days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall, collectively with such remaining Person(s), become the “Stockholders’ Representative” for all purposes hereunder. If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative shall be deemed to refer to such Person approved by the trustees of the RG Stock Trust and the Voting Trust who is reasonably satisfactory to Parent as such trusts are more specifically described in Section 9.5 of the Company Disclosure Schedule.

(d) The Stockholders’ Representative shall not be liable to the Stockholders or Option holders of the Company for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith.

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(e) The Stockholders’ Representative shall be entitled to rely upon any order, judgment, certificate, demand, notice, instrument or other writing delivered to him, her or it hereunder without being required to investigate the validity or accuracy thereof nor shall the Stockholders’ Representative be responsible for the validity or sufficiency of this Agreement. In all questions arising under this Agreement, the Stockholders’ Representative may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice, the Stockholders’ Representative shall not be liable to the Stockholders or Option holders of the Company.

(f) No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall receive no compensation for its services.

(g) All expenses of the Stockholders’ Representative shall constitute Company Transaction Expenses to the extent paid by the Company or the Surviving Corporation after the July End Date.

ARTICLE X

TAX MATTERS

Section 10.1 Liability for Taxes.

(a) Tax Indemnity. The Stockholders shall indemnify and hold harmless each Indemnitee from and against (without duplication) (i) all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Effective Date (a “Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company or its Subsidiaries (or any predecessor thereof) was or is a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) any Taxes of any person (other than the Company or any of its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing, and (iv) all Taxes which such Indemnitee may suffer, sustain or become subject to, as a result of, in connection with, relating to or incidental to or by virtue of the Internal Revenue Service audit for the Tax period ending February 3, 2007; provided however, that in the case of clauses (i)-(iv) above, the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, included in the computation of the Aggregate Merger Consideration; provided, further, that the Stockholders shall not be liable under this Section 10.1(a) for the amount of any sales Taxes properly withheld from the Company’s customers after the July End Date, to the extent such withheld amounts have either been paid to the appropriate taxing authority or have been set aside for such payment.

(b) Straddle Period Tax Allocation. Whenever it is necessary for purposes of this ARTICLE X to determine the allocation of any Taxes imposed on or incurred by the Company for a taxable period that includes, but does not end on, the Closing Date (a “Straddle Period”),

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the determination shall be made, in the case of property or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that the portion of the Straddle Period ending on the Closing Date constitutes a separate Taxable Period of the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned ratably on a per diem basis). Notwithstanding anything to the contrary contained herein, any franchise Tax paid or payable with respect to the Company shall be allocated to the Taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another Taxable period is obtained by the payment of such franchise Tax.

(c) Any tax refunds received by the Surviving Corporation with respect to the Pre-Closing Tax Period will be transmitted by the Surviving Corporation to the Stockholders’ Representative, except to the extent such refund arises as the result of a carryback of a loss or other Tax attribute arising after the Closing Date; provided, that the Surviving Corporation may offset such refunds against any amounts due by the Stockholders to the Surviving Corporation pursuant to this Agreement in accordance with the procedures established in Section 2.4(c).

Section 10.2 Allocation of Responsibility for Tax Matters.

(a) Tax Periods Ending on or Before the Closing Date. The Stockholders’ Representative shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns for the Company for all Pre-Closing Tax Periods that are required to be filed after the Closing Date with respect to a Pre-Closing Tax Period that ends on or before the Closing Date. With respect to such Tax Returns, the Stockholder’s Representative shall (i) cause to be included in such Tax Return all Tax items required to be included therein, (ii) furnish a copy of such Tax Return to Parent for its review at least fifteen (15) days prior to the date for filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Parent at least five (5) days prior to the date for the filing of such Tax Returns, and (iii) timely file such Tax Return with the appropriate governmental entity and furnish a copy of such Tax Return to Parent if it differs from the copy that was furnished pursuant to clause (ii). The Stockholders shall be responsible for the timely payment of all Taxes due for such periods to the extent that such Taxes exceed the amount of Taxes described in the proviso of Section 10.1(a) hereof. All Tax Returns for Pre-Closing Tax Periods prepared and filed pursuant to this Section 10.2(a) shall be prepared and filed consistently with the terms of the closing agreement dated August 28, 2008 on Form 4549 between the Company and the Internal Revenue Service entered into in respect of the Company’s taxable year ended February 3, 2007.

(b) Straddle Returns. With respect to any Tax Return covering a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Parent shall (i) cause such Tax Return to be prepared, (ii) cause to be included in such Tax Return all Tax items required to be included therein, (iii) furnish a copy of such Tax Return to Stockholders’ Representative for its review at least fifteen (15) days prior to the date for filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the Stockholders’ Representative at least five (5) days prior to the date for filing such Tax Returns,

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(iv) timely file such Tax Return with the appropriate governmental entity and furnish a copy of such Tax Return to the Stockholders’ Representative if it differs from the copy that was furnished pursuant to clause (iii), and (v) be responsible for the timely payment of all Taxes due with respect to the Tax period covered by such Tax Return. All Tax Returns for Straddle Periods prepared and filed pursuant to this Section 10.2(b) shall be prepared and filed consistently with the terms of the closing agreement dated August 28, 2008 on Form 4549 between the Company and the Internal Revenue Service entered into in respect of the Company’s taxable year ended February 3, 2007. Parent shall determine, in accordance with the provisions of Section 10.1(a) of this Agreement, the portion of such Taxes owed by the Stockholders’ Representative with respect to the period ending on the Closing Date (the “Company’s Tax”) and shall notify the Stockholders’ Representative of its determination of the Company’s Tax in connection with furnishing a copy of the related Tax Return for the Stockholders’ Representative’s review pursuant to clause (iii) of this Section 10.2(b). The Stockholders’ Representative shall pay to the Surviving Corporation an amount equal to the Company’s Tax not later than five (5) days before the filing of such Tax Return. The parties shall endeavor to resolve any disputes through negotiation for the period of time ending sixty (60) days following the date that the Stockholders’ Representative pays the Company’s Tax.

Section 10.3 Cooperation on Tax Matters. Parent, the Surviving Corporation, the Company and the Stockholders’ Representative shall cooperate fully, and to the extent reasonably requested by the other parties, in connection with the filing of Tax Returns pursuant to Section 10.1 and Section 10.2 and any audit, litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon another party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The parties agree (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax period beginning before the Closing Date until the expiration of the applicable Tax Statute of Limitations Date (as defined in Section 10.4 below) of the respective Tax periods, and to abide by all record retention agreements entered into with any Tax authority, and (ii) to give the other parties reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if another party so requests, Parent, Surviving Corporation, Company and Stockholders’ Representative, as the case may be, shall allow the other parties to take possession of such books and records proposed to be transferred, destroyed or discarded. The parties further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any governmental entity or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated under this Agreement).

Section 10.4 Survival. Anything to the contrary in this Agreement notwithstanding, the representations, warranties, covenants, agreements, rights, and obligations of the Parties hereto with respect to any Tax matter covered by this ARTICLE X shall survive the Closing and shall not terminate until the Tax Statute of Limitations Date. The “Tax Statute of Limitations Date” means the close of business on the 45^th day after the expiration of the applicable statute of limitations with respect to such Tax matter, including any extensions thereof (or if such date is not a business day, the next business day).

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Section 10.5 Conflict. In the event of a conflict between the provisions of this ARTICLE X and any other provisions of this Agreement, the provisions of this ARTICLE X shall control.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in Person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to Parent or Merger Sub, and, after the Closing, to the Surviving Corporation:

Midwest Shoppes Intermediate Holding Corp.

c/o Sun Capital Partners Management V, LLC

5200 Town Center Circle, Suite 600

Boca Raton, FL 33486

Attention: C. Deryl Couch, Jason H. Neimark and Brian Urbanek

Facsimile: (561) 394-0540

with an additional copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601

Attention: Jeffrey A. Fine, P.C.

Facsimile: (312) 861-2200

(b) if to the Company prior to the Closing:

Gordmans, Inc.

12100 W. Center Road

Omaha, NE 68144

Attention: Mr. Jeffrey J. Gordman

Facsimile: (402) 691-4367

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with an additional copy (which shall not constitute notice) to:

Gordmans, Inc.

12100 W. Center Road

Omaha, NE 68144

Attention: Mr. Mike James

with an additional copy (which shall not constitute notice) to:

Husch Blackwell Sanders LLP

1620 Dodge Street, Suite 2100

Omaha, NE 68102

Attention: Joyce A. Dixon, Esq.

Facsimile: 402-964-5050

with an additional copy (which shall not constitute notice) to:

Morris, Nichols, Arsht & Tunnell LLP

1201 North Market Street

P.O. Box 1347

Wilmington, DE 19899-1347

Attention: Jeffrey Wolters, Esq.

Facsimile: 302-351-6515

Section 11.2 Certain Definitions. For purposes of this Agreement, the term:

“Accounting Principles” means GAAP and to the extent consistent with GAAP, applied on a basis consistent with the basis on which GAAP was applied in the preparation of the Company’s consolidated financial statements.

“Adjusted Unfunded Deferred Compensation Amount” means the amount which is equal to the difference between (a) the amount of unfunded deferred compensation liabilities arising in connection with the Company’s non-qualified deferred compensation plans as shown on the balance sheet included in the July Financial Statements, including the Company’s Executive Deferred Compensation Plan and the Company’s Directors’ Deferred Compensation Plan, and (b) $289,327; the calculation of the Adjusted Unfunded Deferred Compensation Amount is shown on Exhibit C (Adjusted Funded Deferred Compensation Amount Calculation) hereto.

“Affiliate” of a Person shall mean a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned Person.

“Aggregate Merger Consideration” shall mean an amount mutually determined by the Stockholders’ Representative and Parent at least five (5) Business Days prior to the Closing equal to (i) $27,019,000 minus (ii) the pre-Tax value of all consideration, fees, costs and expenses with respect to the termination of the Options, including the Option Consideration minus (iii) all Company Transaction Expenses minus (iv) all Tax liability

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with respect to the Pre-Closing Tax Period and (without duplication) all Tax liability relating to the closing agreement dated August 28, 2008 on Form 4549 between the Company and the Internal Revenue Service entered into in respect of the Company’s tax period ending February 3, 2007, plus, (v) solely upon receipt thereof, amounts actually received by the Surviving Corporation in connection with the Landlord Receivables, including any Pre-Closing Landlord Receivables, plus any Unused Retention Amount (as determined by the Surviving Corporation in good faith).

“Antitrust Laws” shall mean the HSR Act and any other antitrust, unfair competition, merger or acquisition notification, or merger or acquisition control law under any applicable jurisdictions, whether federal, state, local or foreign.

“Beneficial Owner” with respect to any Shares shall mean a Person who shall be deemed to be the beneficial owner of such Shares (i) which such Person or any of its affiliates or associates (as such term is defined in Rule 12b-2 under the Exchange Act) beneficially owns, directly or indirectly, (ii) which such Person or any of its affiliates or associates (as such term is defined in Rule 12b-2 of the Exchange Act) has, directly or indirectly, (A) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of consideration rights, exchange rights, warrants, options or otherwise, or (B) the right to vote pursuant to any agreement, arrangement or understanding or (iii) which are beneficially owned, directly or indirectly, by any other Persons with whom such Person or any of its affiliates or associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any Shares (and the term “beneficially owned” shall have a corresponding meaning).

“Business Day” shall mean any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized by law to close in New York, New York.

“Collected Landlord Receivables” shall mean the aggregate amount of all Landlord Receivables collected by the Company, Parent, the Surviving Corporation or any of their Affiliates and delivered to the Stockholders’ Representative pursuant to Section 2.4 above. Notwithstanding any provision in this Agreement, the Collected Landlord Receivables shall not include any Pre-Closing Landlord Receivables.

“Company Disclosure Schedule” shall mean the disclosure schedules delivered by the Company to Parent and Merger Sub on or prior to the execution of this Agreement.

“Company Transaction Expenses” shall mean the expenses incurred by the Company, the Board of the Company and its Special Committee, the Stockholders and the Option holders of the Company in connection with the preparation, execution and consummation of this Agreement and the Closing that have not been paid as of the July End Date, including all brokerage commissions, fees, expenses and disbursements of Harris Williams & Co., all Paying Agent fees and expenses, all transaction-related bonuses or accelerated benefits payable to any officer, director, employee, shareholder or Affilate of

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the Company, and all fees and disbursements of attorneys, accountants, and other advisors and service providers payable by the Company. Without limiting the foregoing, “Company Transaction Expenses” shall include: (a) the D&O Tail Policies obtained pursuant to Section 6.7, (b) all costs of the Paying Agent, (c) all expenses incurred in connection with the filing, printing and mailing of the Information Statement to the Stockholders and Option holders of the Company, (d) all deferred compensation arrangements, (e) all retention payments and all special bonuses, change in control payments, sale bonuses and similar compensation in connection with the transactions contemplated by this Agreement, including the Retention Agreements; (f) all costs and expenses of the Stockholders’ Representative, (g) all costs, fees, expenses and other amounts paid with respect to Dissenting Shares in excess of the Per Share Merger Consideration, and (h) one-half of all transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, Company Transaction Expenses shall not include (A) the amounts required to be paid under the Stock Redemption and Option Agreement dated September 21, 2005 by and between the Company and Norman J. Farrington, (B) the Adjusted Unfunded Deferred Compensation Amount, or (C) $289,327 of the amount of the Company’s non-qualified deferred compensation plan as shown on the balance sheet included in the July Financial Statements.

“Control” (including the terms “Controlled”, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement or otherwise, and such “control” will be presumed if any Person owns 10% or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person.

“Effective Date Aggregate Merger Consideration” shall mean an amount equal to (a) the Aggregate Merger Consideration, minus (b) the amount of the Holdback Funds delivered to the Stockholders’ Representative pursuant to Section 2.4(b) above, minus (c) the Collected Landlord Receivables, which amount has been estimated in good faith by the Company as set forth on Exhibit H hereto, plus (d) the aggregate amount of Pre-Closing Landlord Receivables minus (e) any Unused Retention Amount.

“Effective Date Per Share Merger Consideration” shall mean a fraction, (x) the numerator of which is the Effective Date Aggregate Merger Consideration, and (y) the denominator of which is the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including all Dissenting Shares).

“Encumbrance” means any mortgage, hypothecation, lien (statutory or otherwise), preference, priority, charge, security interest, security agreement, easement, covenant, restriction, claim, pledge, Tax, option, warrant, right, contract, call, commitment, equity, demand, proxy, voting agreement, restriction on transfer (other than restrictions on transfer under the Securities Act of 1933, as amended from time to time, and all rules and regulations promulgated thereunder, or any similar federal law then in force and

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applicable state securities laws) or other Encumbrance of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any lease having substantially the same effect as any of the foregoing and any assignment or deposit arrangement in the nature of a security device).

“Excess Cash” means, at any given time, the sum of (A) all marketable securities and the actual cash balances of the Company calculated in accordance with the Accounting Principles except as set forth in Exhibit F, minus (B) the aggregate amount of Register Cash as of such date, minus (C) the aggregate amount of credit card receivables of the Company as of such date.

“Generally Accepted Accounting Principles” or “GAAP” shall mean the generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession in the United States, in each case, as applicable, as of the time of the relevant financial statements referred to herein.

“Holdback Funds” means cash in the aggregate amount of $1,250,000.

“Indebtedness” shall mean, with respect to any Person as of any date of determination, without duplication: (i) all obligations of such Person for borrowed money or in respect of loans or advances, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or debt securities, (iii) all obligations arising from cash/book overdrafts, (iv) all obligations arising from deferred compensation arrangements, including without limitation, the Adjusted Unfunded Deferred Compensation Amount and all amounts required to be paid under the Stock Redemption and Option Agreement dated September 21, 2005 by and between the Company and Norman J. Farrington, (v) all obligations of such Person secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property owned or acquired by such Person, (vi) all Guaranties of such Person in connection with any of the foregoing, (vii) all capital lease obligations, (viii) all deferred rent, (ix) all indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables incurred in the ordinary course of business which are not past due), (x) all obligations under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (xi) all obligations (determined on the basis of actual, not notional, obligations) with respect to interest rate protection agreements, interest rate swap agreements, foreign currency exchange agreements, or other interest or exchange rate hedging agreements or arrangements, (xii) all other liabilities classified as non-current liabilities in accordance with GAAP as of the date of determination of such Indebtedness and (xiii) all fees, accrued and unpaid interest, premiums or penalties related to any of the foregoing. For purposes of clarification, “Indebtedness” shall not include (A) any obligations in respect of letters of credit issued for the account of the Company or its Subsidiaries, each of which are listed on Section 3.7(f) of the Company Disclosure Schedule, (B) $289,327 of the amount of the Company’s non-qualified deferred compensation plan as shown on the balance sheet included in the July Financial Statements, or (C) the Retention Agreements.

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“Indemnitee” shall mean the following Persons: (a) Parent; (b) Parent’s current and future Affiliates (including the Surviving Corporation), (c) the respective successors and assigns of the Persons referred to in clauses (a) and (b) above, and (d) each of their respective stockholders, officers, directors, employees, agents, partners and representatives.

“July End Date” shall mean August 2, 2008.

“July Financial Statements” shall mean the financial statements of the Company for the July Fiscal Period.

“July Fiscal Period” shall mean the fiscal year ending on the July End Date.

“Knowledge” (i) with respect to the Company shall mean the actual knowledge after reasonable investigation of any of the Persons set forth on Section 11.2 of the Company Disclosure Schedule and (ii) with respect to Parent or Merger Sub shall mean the actual knowledge after reasonable investigation of any of the officers of Parent.

“Landlord Receivables” shall mean the receivables in an amount up to $2,845,000 in the aggregate due from landlords for certain of the Company’s stores, which receivables arose in connection with the reimbursement obligation of such landlords for certain construction costs and reconciliation of prior payments made by the Company in connection with common area expenses, real estate taxes and insurance premiums, all as shown on Exhibit G: Landlord Receivables Schedule, including all Pre-Closing Landlord Receivables.

“Legal Proceeding” shall mean any pending action suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other governmental body or any arbitrator or arbitration panel.

“Liability” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, and regardless of when asserted).

“Losses” shall mean all actions, claims, suits, proceedings, demands, losses, damages, injuries, claims, Liabilities, demands, assessments, fines, penalties, interest, deficiencies, Taxes, judgments, awards, settlements, fees, costs and expenses of any nature whether or not arising out of third-party claims (including, in each case, all reasonable legal and other third-party costs and expenses in connection with any investigation, defense or settlement); provided that such Losses shall not include punitive damages except to the extent awarded to a third party against an Indemnitee.

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“Material Adverse Effect” shall mean any change, effect, event, circumstance or development (each a “Change,” and collectively, “Changes”), individually or in the aggregate, and taken together with all other Changes, that is materially adverse to the business, operations, condition (financial or otherwise), results of operations, cash flow, net worth, or employee or supplier relations of the Company and its Subsidiaries, taken as a whole; provided, however, that no Change (by itself or when aggregated or taken together with any and all other Changes) resulting from, relating to or arising out of any of the following shall be deemed to be or constitute a “Material Adverse Effect,” and no Change (by itself or when aggregated or taken together with any and all other such Changes) resulting from, relating to or arising out of any of the following shall be taken into account when determining whether a “Material Adverse Effect” has occurred or may, would or could occur: (a) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates so long as such changes do not have a materially disproportionate effect on the Company; (b) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement so long as such events do not have a materially disproportionate effect on the Company; (c) earthquakes, hurricanes, floods, or other natural disasters so long as such events do not have a materially disproportionate effect on the Company; or (d) the mere failure by the Company or the Subsidiaries of the Company to meet any projections, estimates or budgets for any period prior to, on or after the date of this Agreement (but not any event, circumstance, change or effect which causes such failure).

“Parent Disclosure Schedule” shall mean the disclosure schedules delivered by Parent and Merger Sub to the Company on or prior to the execution of this Agreement.

“Per Share Merger Consideration” shall mean an amount equal to the Aggregate Merger Consideration divided by the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including all Dissenting Shares).

“Person” shall mean an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d)(3) of the Exchange Act).

“Pre-Closing Landlord Receivables” shall mean the aggregate amount of all Landlord Receivables received by the Company prior to the Closing as determined in the sole judgment of Parent based upon reasonable evidence provided by the Company; provided that any such amounts shall not be Pre-Closing Landlord Receivables to the extent that either (x) the Company, Parent or any of their Affiliates is in a dispute with the landlord delivering such Landlord Receivables with respect to such Landlord Receivables or (y) Parent determines in good faith that the amounts paid by a landlord may not have been paid with respect to such Landlord Receivables.

“Register Cash” shall mean an amount of cash necessary to open each store of the Company and its Subsidiaries on the day after the Closing Date, determined by reference to the Company’s historical practices, which in any event shall not be less than $861,000 in the aggregate as of the July End Date.

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“Retention Agreements” shall mean the retention agreements by and between the Company and each of Mike Remsen, Ron Hall, Mike James, Deb Kouba and Norman J. Farrington.

“Revolver Indebtedness” means any indebtedness for borrowed money under the revolver facility pursuant to that certain Loan, Guaranty and Security Agreement dated as of October 20, 2004, by and among the Company, Gordmans Management Company, Inc., Gordmans Distribution Company, Inc. and Wells Fargo Retail Finance, LLC, as amended January 26, 2006, September 5, 2006, October 23, 2006 and September 21, 2007.

“Significant Stockholders” means, collectively, Jeffrey J. Gordman, the Beneficial Owners of the stock held by the Trusts, and Norman J. Farrington.

“Subsidiary” or “Subsidiaries” of the Company, the Surviving Corporation, Parent or any other Person shall mean any corporation, partnership, joint venture or other legal entity of which the Company, the Surviving Corporation, Parent or such other Person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the stock or other equity interests the holder of which is generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Trusts” means the RG Stock Trust and the Voting Trust identified more specifically on Section 3.3 of the Company Disclosure Schedule.

“Working Capital” means, as of any date of determination, the aggregate value of the Company’s and its Subsidiaries’ current assets minus the aggregate value of the Company’s and its Subsidiaries’ current liabilities, in each case determined in accordance with the Accounting Principles and Exhibit F (Calculation of Working Capital and Indebtedness).

Section 11.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 11.4 Entire Agreement; Assignment. This Agreement (including the Exhibits hereto), the Company Disclosure Schedule, the Parent Disclosure Schedule, the Parent guarantee provided in Section 11.10 of this Agreement, and the agreements, certificates and instruments delivered pursuant hereto constitute the entire agreement among the parties and their respective affiliates with respect to the subject matter hereof and supersede all prior agreements and

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undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof (including, without limitation, the Confidentiality Agreement which shall terminate and be of no further force or effect as of the Effective Time). This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of each of the other parties, except that each of Parent, Merger Sub and the Surviving Corporation may assign all or any of its rights and obligations hereunder to any of their Affiliates without the consent of any other party hereto; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder. In addition, Parent and, following the Closing, the Surviving Corporation, may assign any or all of its rights pursuant to this Agreement, and each of the other agreements and instruments contemplated hereby, in connection with any disposition or transfer of all or any portion of the Company or any of its Subsidiaries or their respective businesses in any form of transaction without the consent of any of the other parties hereto. Parent and, following the Effective Time, the Company and its Subsidiaries may assign any or all of its rights pursuant to this Agreement, including their rights to indemnification, to any of their respective lenders as collateral security.

Section 11.5 Parties in Interest. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, other than following the Effective Time, with respect to the provisions of Article II which shall inure to the benefit of the holders of Company Common Stock and Options who are intended to be third-party beneficiaries thereof.

Section 11.6 Governing Law. This Agreement, the rights of the parties and all actions arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

Section 11.7 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 11.8 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 11.9 Specific Performance; Jurisdiction; Waiver of Jury Trial. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek specific performance, an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other

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remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in ARTICLE XI. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in ARTICLE XI shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Merger.

Section 11.10 Guarantee. Parent agrees to take all action necessary to cause Merger Sub or the Surviving Corporation, as applicable, to perform all of its respective agreements, covenants and obligations under this Agreement. Parent unconditionally guarantees to the Company the full and complete performance by Merger Sub or the Surviving Corporation, as applicable, of its respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of Merger Sub or the Surviving Corporation, as applicable, under this Agreement. This is a guarantee of payment and performance and not of collectibility. Parent hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Merger Sub or the Surviving Corporation, as applicable, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 11.10.

Section 11.11 Interpretation. When reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” will be inclusive and not exclusive unless the context requires otherwise. Unless the context requires otherwise, any agreements, documents, instruments or laws defined or referred to in this Agreement will be deemed to mean or refer to such agreements, documents, instruments or laws as from time to time amended, modified or supplemented, including (i) in the case of agreements, documents or instruments, by waiver or consent, and (ii) in the case of laws, by succession of comparable successor statutes. All references in this Agreement to any particular law will be deemed to refer also to any rules and regulations promulgated under that law. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

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(b) The inclusion of any information in the Company Disclosure Schedule or the Parent Disclosure Schedule will not be deemed an admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in such Schedule, that such information is required to be listed therein or that any such items are material to the Company and its subsidiaries or to Parent and Merger Sub, as the case may be. The headings, if any, of the individual sections of the Company Disclosure Schedule and the Parent Disclosure Schedule are inserted for convenience only and will not be deemed to constitute a part thereof or a part of this Agreement. Each section of the Company Disclosure Schedule and the Parent Disclosure Schedule is arranged in sections corresponding to those contained in this Agreement, provided that the disclosure of an item in one section of such Schedule with respect to a particular covenant, agreement, representation or warranty will be deemed adequately disclosed in the same or any other section of such Schedule with respect to any other covenant, agreement, representation or warranty to the extent that the relevance of such item to such other covenant, agreement, representation or warranty is reasonably apparent on the face of such item.

[Remainder of Page Left Blank Intentionally]

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IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement and Plan of Merger to be executed as of the date first written above by their respective officers thereunto duly authorized.

PARENT:
MIDWEST SHOPPES INTERMEDIATE HOLDING CORP.
By:	/s/ Brian Urbanek
Name:	Brian Urbanek
Title:	Vice President & Assistant Secretary
MERGER SUB:
MIDWEST SHOPPES INTEGRATED, INC.
By:	/s/ Brian Urbanek
Name:	Brian Urbanek
Title:	Vice President & Assistant Secretary
COMPANY:
GORDMANS, INC.
By:	/s/ Jeff Gordman
Name:	Jeff Gordman
Title:	President/CEO
STOCKHOLDERS’ REPRESENTATIVE:
	/s/ Jeffrey J. Gordman
	Jeffrey J. Gordman

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GORDMANS STORES, INC.

ARTICLE ONE

The name of the Corporation is Gordmans Stores, Inc. (the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. The registered office and/or registered agent of the Corporation may be changed from time to time by resolution of the Board of Directors.

ARTICLE THREE

The nature of the business of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE FOUR

PART A. AUTHORIZED SHARES

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is [__] shares, consisting of:

1. [    ] shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”); and

2. [    ] shares of Common Stock, par value $0.001 per share (the “Common Stock”).

The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below.

PART B. PREFERRED STOCK

The Board of Directors is authorized, subject to limitations prescribed by law, to provide by resolution or resolutions for the issuance of shares of Preferred Stock in one or more series, to establish the number of shares to be included in each such series, and to fix the voting powers (if

any), designations, powers, preferences, and relative, participating, optional or other rights, if any, of the shares of each such series, and any qualifications, limitations or restrictions thereof. Within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors fixing the number of shares constituting a series of Preferred Stock, the Board of Directors may increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) by resolution the number of shares of any such series of Preferred Stock. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote, without the separate vote of the holders of the Preferred Stock as a class irrespective of the provisions of Section 242(b)(2) of the DGCL, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock designation.

PART C. COMMON STOCK

Except as otherwise provided by the DGCL or this Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”) and subject to the rights of holders of any series of Preferred Stock, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote for each share held by such holder on all matters voted upon by the stockholders of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock).

ARTICLE FIVE

The Corporation is to have perpetual existence.

ARTICLE SIX

Section 1. Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 2. Number of Directors. Subject to any rights of the holders of any class or series of Preferred Stock to elect additional directors under specified circumstances, the number of directors which shall constitute the Board of Directors shall be fixed exclusively from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office.

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Section 3. Classes of Directors. Beginning immediately following the consummation of the Corporation’s initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Initial Public Offering”), the directors of the Corporation, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided into three classes, hereby designated Class I, Class II and Class III.

Section 4. Term of Office. The term of office of the initial Class I directors shall expire at the first annual meeting of stockholders after the Initial Public Offering, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders after the Initial Public Offering and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders after the Initial Public Offering. For the purposes hereof, the Board of Directors may assign directors already in office to the initial Class I, Class II and Class III at the time of the Initial Public Offering. At each annual meeting of stockholders after the Initial Public Offering, directors elected to replace those of a Class whose terms expire at such annual meeting shall be elected to hold office until the third succeeding annual meeting after their election and until their respective successors shall have been duly elected and qualified. Prior to the Initial Public Offering, each director shall hold office until such director’s successor is duly elected and qualified or until his or her earlier death, resignation or removal. After the Initial Public Offering, each director shall hold office until the annual meeting of stockholders for the year in which such director’s term expires and a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Nothing in this Certificate of Incorporation shall preclude a director from serving consecutive terms.

Section 5. Sun Gordmans, LLC-Designated Directors. Notwithstanding anything to the contrary in this Certificate of Incorporation, for so long as Sun Gordmans, LLC, including through its Affiliates, beneficially owns at least thirty percent (30%) of the outstanding Common Stock of the Corporation: (i) Sun Gordmans, LLC shall have the right to designate a majority of the directors to the Board of Directors; provided that, at such time as the Corporation ceases to be a “controlled company,” the majority of the Board of Directors will be comprised of “independent” directors, as such terms are defined under the rules of the exchange on which the Corporation’s securities are listed; (ii) Sun Gordmans, LLC shall have the right to designate the Chairman of the Board of Directors; and (iii) Sun Gordmans, LLC shall have the right to designate the chairman of each committee designated by the Board of Directors; provided that, the committee membership of each committee designated by the Board of Directors will comply with the applicable rules of the exchange on which the Corporation’s securities are listed.

Section 6. Newly-Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, disqualification, removal from office or any other cause may be filled only by the Board of Directors (and not by stockholders), provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than a quorum is then in office, or by the sole remaining director. Notwithstanding the foregoing, upon any vacancy in the Board of Directors for any reason of a director designated by Sun Gordmans, LLC, Sun Gordmans, LLC shall have the right to fill such vacancy for so long as Sun Gordmans,

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LLC, including through its Affiliates, beneficially owns at least thirty percent (30%) of the outstanding Common Stock of the Corporation. Prior to the Initial Public Offering, a director chosen to fill a vacancy or a position resulting from an increase in the number of directors shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. After the Initial Public Offering, a director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. After the Initial Public Offering, a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 7. Removal of Directors. After the Initial Public Offering, subject to the rights of the holders of any series of Preferred Stock then outstanding, a director may be removed from office only for cause, at a meeting called for that purpose, by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

Section 8. Bylaws. In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s Bylaws. The affirmative vote of a majority of the directors then in office shall be required to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class shall be required to adopt, amend, alter or repeal any provisions of the Bylaws of the Corporation.

Section 9. Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE SEVEN

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader rights than permitted prior thereto), no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders. Any repeal or modification of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to any act, omission or other matter occurring prior to the time of such repeal or modification.

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ARTICLE EIGHT

After the Initial Public Offering, and subject to the rights of the holders of any series of Preferred Stock, (i) the stockholders of the Corporation may not take any action by written consent in lieu of a meeting, and must take any actions at a duly called annual or special meeting of stockholders and the power of stockholders to consent in writing without a meeting is specifically denied and (ii) special meetings of stockholders of the Corporation may be called only by a resolution adopted by the affirmative vote of the majority of the directors then in office.

ARTICLE NINE

Section 1. Certain Acknowledgments. In recognition of the fact that the Corporation, on the one hand, and the Sun Group (as defined below), on the other hand, may currently engage in, and may in the future engage in, the same or similar activities or lines of business and have an interest in the same areas and types of corporate opportunities, and in recognition of the benefits to be derived by the Corporation, through its continued corporate and business relations with the Sun Group (including possible service of directors, officers and employees of the Sun Group as directors, officers and employees of the Corporation), the provisions of this ARTICLE NINE are set forth to regulate and define the conduct of certain affairs of the Corporation and its Affiliated Companies, as they may involve the Sun Group, and the powers, rights, duties and liabilities of the Corporation and its Affiliated Companies as well as the respective directors, officers, employees and stockholders thereof.

Section 2. Renouncement of Certain Corporate Opportunities. To the fullest extent permitted by law: (i) the Corporation and its Affiliated Companies shall have no interest or expectancy in any corporate opportunity and no expectation that such corporate opportunity be offered to the Corporation or its Affiliated Companies, if such opportunity is one that the Sun Group has acquired knowledge of or is otherwise pursuing, and any such interest or expectancy in any such corporate opportunity is hereby renounced, so that as a result of such renunciation, the corporate opportunity shall belong to the Sun Group; (ii) each member of the Sun Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same, similar or competing business activities or lines of business as the Corporation or its Affiliated Companies, (B) do business with any client or customer of the Corporation or its Affiliated Companies, or (C) make investments in competing businesses of the Corporation or its Affiliated Companies, and such acts shall not be deemed wrongful or improper; (iii) no member of the Sun Group shall be liable to the Corporation or its Affiliated Companies for breach of any duty (contractual or otherwise), including without limitation fiduciary duties, by reason of any such activities or of such Person’s participation therein; and (iv) in the event that any member of the Sun Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Corporation or its Affiliated Companies, on the one hand, and any member of the Sun Group, on the other hand, or any other Person, no member of the Sun Group shall have any duty (contractual or otherwise), including without limitation fiduciary duties, to communicate, present or offer such corporate opportunity to the Corporation or its Affiliated Companies and shall not be liable to the Corporation or its Affiliated Companies for breach of any duty (contractual or otherwise), including without limitation

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fiduciary duties, by reason of the fact that any member of the Sun Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present or communicate such opportunity to the Corporation or its Affiliated Companies, even though such corporate opportunity may be of a character that, if presented to the Corporation or its Affiliated Companies, could be taken by the Corporation or its Affiliated Companies.

Section 3. Certain Definitions. For purposes of this ARTICLE NINE, (i) “Sun Group” means Sun Capital Partners, Inc., its affiliates and any of their respective managed investment funds and portfolio companies (other than the Corporation and its Affiliated Companies) and their respective partners, members, directors, employees, stockholders, agents, any successor by operation of law (including by merger) of any such person, and any entity that acquires all or substantially all of the assets of any such person in a single transaction or series of related transactions; (ii) “Affiliated Company” means any company controlled by the Corporation.

Section 4. Amendment of this Article. Notwithstanding anything to the contrary elsewhere contained in this Amended and Restated Certificate of Incorporation: (i) the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all shares of Common Stock then outstanding, voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this ARTICLE NINE; (ii) neither the alteration, amendment or repeal of this ARTICLE NINE nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this ARTICLE NINE shall eliminate or reduce the effect of this ARTICLE NINE in respect of any matter occurring, or any cause of action, suit or claim that, but for this ARTICLE NINE, would accrue or arise, prior to such alteration, amendment, repeal or adoption.

Section 5. Severability. To the extent that any provision of this ARTICLE NINE is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this ARTICLE NINE.

ARTICLE TEN

Section 1. Section 203 of the DGCL. The Corporation expressly elects not to be governed by Section 203 of the DGCL.

Section 2. Interested Stockholder Transactions. Notwithstanding any other provision in this Certificate of Incorporation to the contrary, the Corporation shall not engage in any Business Combination (as defined hereinafter) with any Interested Stockholder (as defined hereinafter) for a period of three years following the time that such stockholder became an Interested Stockholder, unless:

(a) prior to such time the Board of Directors approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested Stockholder;

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(b) upon consummation of the transaction which resulted in such stockholder becoming an Interested Stockholder, such stockholder owned at least eighty-five percent (85%) of the Voting Stock (as defined hereinafter) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the Voting Stock outstanding (but not the outstanding Voting Stock owned by such stockholder) those shares owned (i) by Persons (as defined hereinafter) who are directors and also officers of the Corporation and (ii) employee stock plans of the Corporation in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(c) at or subsequent to such time the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 ²/3% of the outstanding Voting Stock which is not owned by such stockholder.

Section 3. Exceptions to Prohibition on Interested Stockholder Transactions. The restrictions contained in this ARTICLE TEN shall not apply if:

(a) a stockholder becomes an Interested Stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an Interested Stockholder; and (ii) would not, at any time within the three-year period immediately prior to a Business Combination between the Corporation and such stockholder, have been an Interested Stockholder but for the inadvertent acquisition of ownership; or

(b) the Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the second sentence of this Section 3(b) of this ARTICLE TEN; (ii) is with or by a Person who either was not an Interested Stockholder during the previous three years or who became an Interested Stockholder with the approval of the Board of Directors; and (iii) is approved or not opposed by a majority of the directors then in office (but not less than one) who were directors prior to any Person becoming an Interested Stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to (x) a merger or consolidation of the Corporation (except for a merger in respect of which, pursuant to § 251(f) of the DGCL, no vote of the stockholders of the Corporation is required); (y) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation

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(other than to any direct or indirect wholly-owned subsidiary or to the Corporation) having an aggregate market value equal to fifty percent (50%) or more of either that aggregate market value of all of the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock (as defined hereinafter) of the Corporation; or (z) a proposed tender or exchange offer for fifty percent (50%) or more of the outstanding Voting Stock of the Corporation. The Corporation shall give not less than 20 days’ notice to all Interested Stockholders prior to the consummation of any of the transactions described in clause (x) or (y) of the second sentence of this Section 3(b) of this ARTICLE TEN.

Section 4. Definitions. As used in this ARTICLE TEN only, and unless otherwise provided by the express terms of this ARTICLE TEN, the following terms shall have the meanings ascribed to them as set forth in this Section 4 of this ARTICLE TEN:

(a) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person;

(b) “Associate,” when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more of any class of Voting Stock; (ii) any trust or other estate in which such Person has at least a twenty percent (20%) beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person;

(c) “Business Combination” means:

(i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with (A) the Interested Stockholder, or (B) with any Person if the merger or consolidation is caused by the Interested Stockholder and as a result of such merger or consolidation Section 2 of this ARTICLE TEN is not applicable to the surviving entity;

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the

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Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock of the Corporation; or

(iii) any transaction or series of transactions which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of ten percent (10%) or more of any class or series of Stock of the Corporation or of such subsidiary to the Interested Stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the Interested Stockholder became such; (B) pursuant to a merger under § 251(g) or § 253 of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of Stock of the Corporation subsequent to the time the Interested Stockholder became such; or (D) pursuant to an exchange offer by the Corporation to purchase Stock made on the same terms to all holders of such Stock;

(d) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of stock or other equity interests, by contract or otherwise. A Person who is the owner of twenty percent (20%) or more of the outstanding Voting Stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; notwithstanding the foregoing, a presumption of control shall not apply where such Person holds Voting Stock, in good faith and not for the purpose of circumventing this ARTICLE TEN, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity;

(e) “Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation, or (ii) is an Affiliate or Associate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person. Notwithstanding anything in this ARTICLE TEN to the contrary, the term “Interested Stockholder” shall not include: (x) Sun Gordmans, LLC, or its Affiliates or its Associates; (y)

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any Person who would otherwise be an Interested Stockholder because of a transfer, sale, assignment, conveyance, hypothecation, encumbrance, or other disposition of five percent (5%) or more of the outstanding Voting Stock of the Corporation (in one transaction or a series of transactions) by any party specified in the immediately preceding clause (x) to such Person; provided, however, that such Person was not an Interested Stockholder prior to such transfer, sale, assignment, conveyance, hypothecation, encumbrance, or other disposition; or (z) any Person whose ownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the result of action taken solely by the Corporation, provided that, for purposes of this clause (z), such Person shall be an Interested Stockholder if thereafter such Person acquires additional shares of Voting Stock of the Corporation, except as a result of further action by the Corporation not caused, directly or indirectly, by such Person;

(f) “Owner,” including the terms “own” and “owned,” when used with respect to any Stock, means a Person that individually or with or through any of its affiliates or associates beneficially owns such Stock, directly or indirectly; or has (A) the right to acquire such Stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the owner of Stock tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered Stock is accepted for purchase or exchange; or (B) the right to vote such Stock pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the owner of any Stock because of such Person’s right to vote such Stock if the agreement, arrangement or understanding to vote such Stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more Persons; or has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in (B) of this Section 4(f) of ARTICLE TEN), or disposing of such Stock with any other Person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such Stock; provided, that, for the purpose of determining whether a Person is an Interested Stockholder, the Voting Stock of the Corporation deemed to be outstanding shall include Stock deemed to be owned by the Person through application of this definition of “owned” but shall not include any other unissued Stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise;

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(g) “Person” means any individual, corporation, partnership, unincorporated association or other entity;

(h) “Stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest; and

(i) “Voting Stock” means, with respect to any corporation, Stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of Voting Stock shall refer to such percentage of the votes of such Voting Stock.

ARTICLE ELEVEN

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law or otherwise, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock required by law or otherwise, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt any provision inconsistent with, to amend, alter, change or repeal any provision of ARTICLE SIX, SEVEN, EIGHT, TEN, ELEVEN or TWELVE of this Certificate of Incorporation.

ARTICLE TWELVE

The Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or by-laws or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine.

* * * * *

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation this      day of             , 2010.

GORDMANS STORES, INC.

By:

Name:

Title:

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

GORDMANS STORES, INC.

A Delaware corporation

(Adopted as of [            ], 2010)

ARTICLE I

OFFICES

Section 1. Offices. Gordmans Stores, Inc. (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. The Board of Directors may designate a place, if any, either within or outside the State of Delaware, as the place of meeting for any annual meeting or for any special meeting.

Section 2. Annual Meeting. An annual meeting of the stockholders shall be held each year at such time as is specified by the Board of Directors. At the annual meeting, stockholders shall elect directors to succeed those whose terms expire and transact such other business as properly may be brought before the annual meeting pursuant to Section 11 of ARTICLE II.

Section 3. Special Meetings. Special meetings of the stockholders may only be called in the manner provided in the Corporation’s certificate of incorporation as then in effect (the “Certificate of Incorporation”). Business transacted at any special meeting of stockholders shall be limited to business brought by or at the direction of the Board of Directors. The Board of Directors may postpone or reschedule any previously scheduled special meeting.

Section 4. Notice of Meetings. Notice of the place, if any, date, and time of all meetings of the stockholders, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein or required by law

(meaning, here and hereinafter, as required from time to time by the General Corporation Law of the State of Delaware (the “DGCL”) or the Certificate of Incorporation).

(a) Form of Notice. All such notices shall be delivered in writing or by a form of electronic transmission if receipt thereof has been consented to by the stockholder to whom the notice is given. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation. If given by facsimile telecommunication, such notice shall be deemed given when directed to a number at which the stockholder has consented to receive notice by facsimile. Subject to the limitations of Section 4(c) of this ARTICLE II, if given by electronic transmission, such notice shall be deemed to be delivered: (i) by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (ii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (x) such posting and (y) the giving of such separate notice; and (iii) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary of the Corporation, the transfer agent of the Corporation or any other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(b) Waiver of Notice. Whenever notice is required to be given under any provisions of the DGCL, the Certificate of Incorporation or these Amended and Restated Bylaws (these “Bylaws”), a written waiver thereof, signed by the stockholder entitled to notice, or a waiver by electronic transmission by the person or entity entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders of the Corporation need be specified in any waiver of notice of such meeting. Attendance of a stockholder of the Corporation at a meeting of such stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

(c) Notice by Electronic Delivery. Without limiting the manner by which notice otherwise may be given effectively to stockholders of the Corporation pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to stockholders of the Corporation given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder of the Corporation to whom the notice is given. Any such consent shall be deemed revoked if: (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent; and (ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. For purposes of these Bylaws, except as otherwise limited by applicable law, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and

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reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.

Section 5. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make available, at least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The list shall also be produced and kept at the time and place, if any, of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding voting power of all shares of capital stock entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for all purposes, unless or except to the extent that the presence of a larger number may be required by the DGCL, the Certificate of Incorporation or the rules of any stock exchange upon which the Corporation’s securities are listed. If a quorum is not present, the chairman of the meeting or the holders of a majority of the voting power present in person or represented by proxy at the meeting and entitled to vote at the meeting may adjourn the meeting to another time and/or place. When a specified item of business requires a separate vote by a class or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as a class or series, the holders of a majority of the voting power of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, a notice of the place, if any, date and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and, except as otherwise required by law, shall not be more than 60 days nor less than 10 days before the date of such

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adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless by express provisions of an applicable law, the rules of any stock exchange upon which the Corporation’s securities are listed, or the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the DGCL, the Certificate of Incorporation, the certificate of designation relating to any outstanding class or series of preferred stock or these Bylaws, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of capital stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Section 11. Business Brought Before a Meeting of the Stockholders.

(a) Annual Meetings.

(i) At an annual meeting of the stockholders, only such nominations of persons for election to the Board of Directors shall be considered and such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations and other business must be a proper matter for stockholder action under Delaware law and must be (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) brought before the meeting by or at the direction of the Board of Directors or (C) otherwise properly brought before the meeting by a stockholder who (I) is a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations are made, only if such beneficial owner is the beneficial owner of shares of the Corporation) both at the time the notice provided for in paragraph (a) of this Section 11 of this ARTICLE II is delivered to the secretary of the Corporation and on the record date for the determination of stockholders entitled to vote at the annual meeting of stockholders, (II) is entitled to vote at the meeting, and (III) complies with the notice procedures set forth in paragraph (a) of this Section 11 of this ARTICLE II. For nominations or other business to be properly brought before an annual meeting by a

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stockholder, the stockholder must have given timely notice thereof in writing and in proper form to the secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which Public Announcement of the date of such meeting is first made by the Corporation). In no event shall any adjournment, deferral or postponement of an annual meeting or the Public Announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notwithstanding anything in this paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no Public Announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by paragraph (a) of this Section 11 of this ARTICLE II shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such Public Announcement is first made by the Corporation.

(ii) A stockholder’s notice providing for the nomination of a person or persons for election as a director or directors of the Corporation shall set forth (A) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (and for purposes of clauses (II) through (IX) below, including any interests described therein held by any affiliates or associates (each within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”) for purposes of these Bylaws) of such stockholder or beneficial owner or by any member of such stockholder’s or beneficial owner’s immediate family sharing the same household, in each case as of the date of such stockholder’s notice, which information shall be confirmed or updated, if necessary, by such stockholder and beneficial owner as of the record date for determining the stockholders entitled to notice of the meeting of stockholders and as of the date that is ten (10) business days prior to such meeting of the stockholders or any adjournment or postponement thereof, and such confirmation or update shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth business day after the record date for the meeting of stockholders (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth business day prior to the date for the meeting of stockholders or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting of stockholders or any adjournment or postponement thereof)) (I) the name and address of such stockholder, as they appear on the Corporation’s books, and of

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such beneficial owner, (II) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) (provided that a person shall in all events be deemed to beneficially own any shares of any class or series and number of shares of capital stock of the Corporation as to which such person has a right to acquire beneficial ownership at any time in the future) and owned of record by such stockholder or beneficial owner, (III) the class or series, if any, and number of options, warrants, puts, calls, convertible securities, stock appreciation rights, or similar rights, obligations or commitments with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares or other securities of the Corporation or with a value derived in whole or in part from the value of any class or series of shares or other securities of the Corporation, whether or not such instrument, right, obligation or commitment shall be subject to settlement in the underlying class or series of shares or other securities of the Corporation (each a “Derivative Security”), which are, directly or indirectly, beneficially owned by such stockholder or beneficial owner, (IV) any agreement, arrangement, understanding, or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder or beneficial owner, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of capital stock or other securities of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder or beneficial owner with respect to any class or series of capital stock or other securities of the Corporation, or that provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of any class or series or capital stock or other securities of the Corporation, (V) a description of any other direct or indirect opportunity to profit or share in any profit (including any performance-based fees) derived from any increase or decrease in the value of shares or other securities of the Corporation, (VI) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner has a right to vote any shares or other securities of the Corporation, (VII) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or such beneficial owner that are separated or separable from the underlying shares of the Corporation, (VIII) any proportionate interest in shares of the Corporation or Derivative Securities held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, if any, (IX) a description of all agreements, arrangements, and understandings between such stockholder or beneficial owner and any other person(s) (including their name(s)) in connection with or related to the ownership or voting of capital stock of the Corporation or Derivative Securities, (X) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (XI) a statement as to whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to

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elect such stockholder’s nominees and/or otherwise to solicit proxies from the stockholders in support of such nomination and (XII) a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, and (B) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (I) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (II) a description of all direct and indirect compensation and other material agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder or beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (III) a completed and signed questionnaire regarding the background and qualifications of such person to serve as a director, a copy of which may be obtained upon request to the secretary of the Corporation, (IV) all information with respect to such person that would be required to be set forth in a stockholder’s notice pursuant to this Section 11 of this ARTICLE II if such person were a stockholder or beneficial owner, on whose behalf the nomination was made, submitting a notice providing for the nomination of a person or persons for election as a director or directors of the Corporation in accordance with this Section 11 of this ARTICLE II, and (V) such additional information that the Corporation may reasonably request to determine the eligibility or qualifications of such person to serve as a director or an independent director of the Corporation, or that could be material to a reasonable stockholder’s understanding of the qualifications and/or independence, or lack thereof, of such nominee as a director.

(iii) A stockholder’s notice regarding business proposed to be brought before a meeting of stockholders other than the nomination of persons for election to the Board of Directors shall set forth (A) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is made, the information called for by clauses (A)(I) through (A)(IX) of the immediately preceding paragraph (ii) (including any interests described therein held by any affiliates or associates of such stockholder or beneficial owner or by any member of such stockholder’s or beneficial owner’s immediate family sharing the same household, in each case as of the date of such stockholder’s notice, which information shall be confirmed or updated, if necessary, by such stockholder and beneficial owner as of the record date for determining the stockholders entitled to notice of the meeting of stockholders and as of the date that is ten (10) business

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days prior to such meeting of the stockholders or any adjournment or postponement thereof, and such confirmation or update shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth business day after the record date for the meeting of stockholders (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth business day prior to the date for the meeting of stockholders or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting of stockholders or any adjournment or postponement thereof)), (B) a brief description of (I) the business desired to be brought before such meeting, (II) the reasons for conducting such business at the meeting and (III) any material interest of such stockholder or beneficial owner in such business, including a description of all agreements, arrangements and understandings between such stockholder or beneficial owner and any other person(s) (including the name(s) of such other person(s)) in connection with or related to the proposal of such business by the stockholder, (C) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the nomination is made, (I) a statement as to whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to approve the proposal and/or otherwise to solicit proxies from stockholders in support of such proposal and (II) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (D) if the matter such stockholder proposes to bring before any meeting of stockholders involves an amendment to the Corporation’s Bylaws, the specific wording of such proposed amendment, (E) a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business and (F) such additional information that the Corporation may reasonably request regarding such stockholder or beneficial owner, if any, and/or the business that such stockholder proposes to bring before the meeting. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(iv) The presiding officer of an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not properly made or any business was not properly brought before the meeting, as the case may be, in accordance with the provisions of this Section 11 of this ARTICLE II; if he or she should so determine, he or she shall so declare to the meeting and any such nomination not properly made or any business not properly brought before the meeting, as the case may be, shall not be transacted.

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(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as is a proper matter for stockholder action under Delaware law and as shall have been brought before the meeting by or at the direction of the Board of Directors. The notice of such special meeting shall include the purpose for which the meeting is called. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination or nominations are made, only if such beneficial owner is the beneficial owner of shares of the Corporation) both at the time the notice provided for in paragraph (b) of this Section 11 of this ARTICLE II is delivered to the Corporation’s secretary and on the record date for the determination of stockholders entitled to vote at the special meeting, (B) is entitled to vote at the meeting and upon such election, and (C) complies with the notice procedures set forth in the third sentence of paragraph (b) of this Section 11 of this ARTICLE II. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a)(ii) of this Section 11 of this ARTICLE II shall be delivered to the Corporation’s secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment, deferral or postponement of a special meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c) General.

(i) Only such persons who are nominated in accordance with the procedures set forth in this Section 11 of this ARTICLE II shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 11 of this ARTICLE II. Notwithstanding the foregoing provisions of this Section 11 of this ARTICLE II, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(ii) For purposes of this section, “Public Announcement” shall mean disclosure in a press release reported by Dow Jones News Service, Associated Press or a

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comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(iii) Notwithstanding the foregoing provisions of this Section 11 of this ARTICLE II, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 11 of this ARTICLE II; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to any nomination or other business to be considered pursuant to this Section 11 of this ARTICLE II.

(iv) Nothing in these Bylaws shall be deemed to (A) affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (B) confer upon any stockholder a right to have a nominee or any proposed business included in the Corporation’s proxy statement, or (C) affect any rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

Section 12. Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, except as otherwise required by law, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 days nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 12 of this ARTICLE II at the adjourned meeting.

Section 13. Conduct of Meetings.

(a) Generally. Meetings of stockholders shall be presided over by a chairman designated by the Board of Directors, or in his or her absence the Chairman of the Board, if any, or in the Chairman’s absence or disability by the Chief Executive Officer, or in the Chief

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Executive Officer’s absence or disability, by the President, or in the President’s absence or disability, by a Vice President. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence or disability the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) Rules, Regulations and Procedures. The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. The chairman shall have the power to adjourn the meeting to another place, if any, date and time.

(c) Inspectors of Elections. The Corporation may, and to the extent required by law shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

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ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to such powers as are herein and in the Certificate of Incorporation expressly conferred upon it, the Board of Directors shall have and may exercise all the powers of the Corporation, subject to the provisions of the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws.

Section 2. Election. Members of the Board of Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors; provided that, whenever the holders of any class or series of capital stock of the Corporation are entitled to elect one or more directors pursuant to the provisions of the Certificate of Incorporation (including, but not limited to, any duly authorized certificate of designation), such directors shall be elected by a plurality of the votes of such class or series present in person or represented by proxy at the meeting and entitled to vote in the election of such directors. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

Section 3. Annual Meetings. The annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of stockholders.

Section 4. Regular Meetings and Special Meetings. Regular meetings, other than the annual meeting, of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the Board of Directors and publicized among all directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, or upon the written request of at least a majority of the directors then in office.

Section 5. Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by law or these Bylaws. Notice of each special meeting of the Board of Directors, and of each regular and annual meeting of the Board of Directors for which notice shall be required, shall be given by the Secretary as hereinafter provided in this Section 5 of this Article III, in which notice shall be stated the time and place of the meeting. Notice of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to each director at least (a) twenty-four (24) hours before the meeting if by telephone or by being personally delivered or sent by facsimile, email or similar means or (b) five (5) days before the meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, email or similar means. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting by a writing signed from the

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director or by electronic transmission by the director entitled to the notice and filed with the minutes or corporate records.

Section 6. Waiver of Notice and Presumption of Assent. Any member of the Board of Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 7. Chairman of the Board, Quorum, Required Vote and Adjournment. The Board of Directors may elect, by the affirmative vote of a majority of the directors then in office, a Chairman of the Board. Notwithstanding the foregoing, Sun Gordmans, LLC shall have the right to designate the Chairman of the Board of Directors for so long as Sun Gordmans, LLC, including through its Affiliates, beneficially owns at least thirty percent (30%) of the outstanding Common Stock of the Corporation. The Chairman of the Board may be a director or an officer of the Corporation. Subject to the provisions of these Bylaws and the direction of the Board of Directors, he or she shall perform all duties and have all powers which are commonly incident to the position of Chairman of the Board or which are delegated to him or her by the Board of Directors who shall preside at all meetings of the stockholders and Board of Directors at which he or she is present and shall have such powers and perform such duties as the Board of Directors may from time to time prescribe. If the Chairman of the Board is not present at a meeting of the stockholders or the Board of Directors, the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairman of the Board) shall preside at such meeting, and, if the Chief Executive Officer is not present at such meeting, a majority of the directors present at such meeting shall elect one of the directors present at the meeting to so preside. A majority of the directors then in office shall constitute a quorum for the transaction of business. Unless by express provision of an applicable law, the Certificate of Incorporation or these Bylaws a different vote is required, the affirmative vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may, to the fullest extent permitted by law, adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The Board of Directors (i) may, by resolution passed by a majority of the directors then in office, designate one or more committees, including an executive committee, consisting of one or more of the directors of the Corporation, and (ii) shall during such period of time as any securities of the Corporation are listed on any exchange, by resolution passed by a majority of the directors then in office, designate all committees required by the rules and regulations of such exchange. Sun Gordmans, LLC shall have the right to designate the

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chairman of each committee designated by the Board of Directors for so long as Sun Gordmans, LLC, including through its Affiliates, beneficially owns at least thirty percent (30%) of the outstanding Common Stock of the Corporation; provided that, the committee membership of each committee designated by the Board of Directors will comply with the applicable rules of the exchange on which the Corporation’s securities are listed. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extent restricted by applicable law or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors. Each such committee shall serve at the pleasure of the Board of Directors as may be determined from time to time by resolution adopted by the Board of Directors or as required by the rules and regulations of such exchange, if applicable. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors upon request.

Section 9. Committee Rules. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee or as otherwise provided herein or required by law or the Certificate of Incorporation. Adequate provision shall be made for notice to members of all meetings. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. All matters shall be determined by a majority vote of the members present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity, including for attendance of meetings of the Board of Directors or participation on any committees. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12. Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall in the performance of such

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person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 13. Telephonic and Other Meetings. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Chief Financial Officer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as is convenient. The Chairman of the Board, if any, shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders or as soon thereafter as is convenient. Vacancies may be filled or new offices created and filled by the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the Board of Directors may be removed by the Board of Directors at its discretion, with or without cause.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors.

Section 5. Compensation. Compensation of all executive officers shall be approved by the Board of Directors, a duly authorized committee thereof or by such officers as may be designated by resolution of the Board of Directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Corporation.

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Section 6. Chief Executive Officer. The Chief Executive Officer shall have the powers and perform the duties incident to that position. The Chief Executive Officer shall, in the absence of the Chairman of the Board, or if a Chairman of the Board shall not have been elected, preside at each meeting of (a) the Board of Directors if the Chief Executive Officer is a director or (b) stockholders. Subject to the powers of the Board of Directors and the Chairman of the Board, the Chief Executive Officer shall be in general and active charge of the entire business and affairs of the Corporation, and shall be its chief policy making officer. The Chief Executive Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these Bylaws. The Chief Executive Officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Whenever the President is unable to serve, by reason of sickness, absence or otherwise, the Chief Executive Officer shall perform all the duties and responsibilities and exercise all the powers of the President.

Section 7. The President. The President of the Corporation shall, subject to the powers of the Board of Directors, the Chairman of the Board and the Chief Executive Officer, have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The President shall have such other powers and perform such other duties as may be prescribed by the Chairman of the Board, the Chief Executive Officer, the Board of Directors or as may be provided in these Bylaws. The President shall have the powers and perform the duties incident to that position.

Section 8. Vice Presidents. The Vice President, or if there shall be more than one, the Vice Presidents, in the order determined by the Board of Directors or the Chairman of the Board, shall, in the absence or disability of the President, act with all of the powers and be subject to all the restrictions of the President. The Vice Presidents shall also perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or these Bylaws may, from time to time, prescribe. The Vice Presidents may also be designated as Executive Vice Presidents or Senior Vice Presidents, as the Board of Directors may from time to time prescribe. A Vice President shall have the powers and perform the duties incident to that position.

Section 9. The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors (other than executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the Board of Directors’ supervision, the Secretary shall give, or cause to be given, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the

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President or these Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the assistant secretaries, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, or Secretary may, from time to time, prescribe. The Secretary and any Assistant Secretary shall have the powers and perform the duties incident to those positions.

Section 10. The Chief Financial Officer. The Chief Financial Officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation as shall be necessary or desirable in accordance with applicable law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the Chairman of the Board or the Board of Directors; shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the Board of Directors, at its regular meeting or when the Board of Directors so requires, an account of the Corporation; shall have such powers and perform such duties as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or these Bylaws may, from time to time, prescribe. The Chief Financial Officer shall have the powers and perform the duties incident to that position.

Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.

Section 12. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

Section 13. Delegation of Authority. The Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Form. The shares of stock of the Corporation shall be represented by certificates provided that the Board of Directors may provide by resolution that some or all of any

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or all classes or series of its stock shall be uncertificated shares. If shares are represented by certificates, the certificates shall be in such form as required by applicable law and as determined by the Board of Directors. Each certificate shall certify the number of shares owned by such holder in the Corporation and shall be signed by, or in the name of the Corporation by the Chairman of the Board, or the President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation designated by the Board of Directors. Any or all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer, transfer agent or registrar of the Corporation whether because of death, resignation or otherwise before such certificate or certificates have been issued by the Corporation, such certificate or certificates may nevertheless be issued as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer, transfer agent or registrar of the Corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The Board of Directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Corporation. The Corporation, or its designated transfer agent or other agent, shall keep a book or set of books to be known as the stock transfer books of the Corporation, containing the name of each holder of record, together with such holder’s address and the number and class or series of shares held by such holder and the date of issue. When shares are represented by certificates, the Corporation shall issue and deliver to each holder to whom such shares have been issued or transferred, certificates representing the shares owned by such holder, and shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation or its designated transfer agent or other agent of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates and record the transaction on its books. When shares are not represented by certificates, shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, with such evidence of the authenticity of such transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps, and within a reasonable time after the issuance or transfer of such shares, the Corporation shall send the holder to whom such shares have been issued or transferred a written statement of the information required by applicable law.

Section 2. Lost Certificates. The Corporation may issue or direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Corporation may, in its discretion and as a condition precedent to the issuance thereof,

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require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct, sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 3. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Delaware.

Section 4. Fixing a Record Date for Purposes Other Than Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action (other than stockholder meetings which is expressly governed by Section 12 of ARTICLE II hereof), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Subject to the provisions of statutes and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors, in accordance with applicable law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of applicable law and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserves in the manner in which they were created.

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Section 2. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 3. Contracts. In addition to the powers otherwise granted to officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize any officer or officers, or any agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Section 4. Loans. Subject to compliance with applicable law (including Section 13(k) of the Securities Exchange Act of 1934), the Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiaries, including any officer or employee who is a director of the Corporation or its subsidiaries, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 6. Corporate Seal. The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be required by virtue of this Section 6 of this Article VI.

Section 7. Voting Securities Owned By Corporation. The Chairman of the Board, the Chief Executive Officer, the President or the Chief Financial Officer shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation, unless the Board of Directors specifically confers authority to vote or act with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done

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during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 9. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 10. Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 11. Inconsistent Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VII

INDEMNIFICATION

Section 1. Right to Indemnification and Advancement. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as an employee or agent of the Corporation or as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, partner, member, trustee, administrator, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in this Section 1 of this ARTICLE VII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 1 of this ARTICLE VII shall be a contract right. In addition to the right

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to indemnification conferred herein, an indemnitee shall also have the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that if and to the extent that the DGCL requires, an advance of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 of this Article VII or otherwise. The Corporation may also, by action of its Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation.

Section 2. Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this ARTICLE VII shall be made promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), upon the written request of the director or officer. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), the right to indemnification or advances as granted by this ARTICLE VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation, to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by Delaware law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VII or otherwise shall be on the Corporation. The procedure for indemnification of other employees and agents for whom indemnification and advancement

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of expenses is provided pursuant to Section 1 of this ARTICLE VII shall be the same procedure set forth in this Section 2 of this ARTICLE VII for directors or officers, unless otherwise set forth in an action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Section 3. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was or has agreed to become a director, officer, trustee, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

Section 4. Service for Subsidiaries. Any person serving as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a “subsidiary” for this ARTICLE VII) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 5. Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this ARTICLE VII in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this ARTICLE VII shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof. Any amendment, alteration or repeal of this ARTICLE VII that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section 6. Non-Exclusivity of Rights; Continuation of Rights to Indemnification. The rights to indemnification and to the advance of expenses conferred in this ARTICLE VII shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation or under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification under this ARTICLE VII shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in such capacity at any time while this ARTICLE VII is in effect. Any repeal or modification of this ARTICLE VII or any repeal or modification of relevant provisions of the Delaware General Corporation Law or any other applicable laws shall not in any way diminish any rights to indemnification and advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to any

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proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification.

Section 7. Merger or Consolidation. For purposes of this ARTICLE VII, references to the “Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this ARTICLE VII with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation if its separate existence had continued.

Section 8. Savings Clause. If this ARTICLE VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnification under Section 1 of this Article VII as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification and advancement of expenses is available to such person pursuant to this ARTICLE VII to the fullest extent permitted by any applicable portion of this ARTICLE VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VIII

AMENDMENTS

These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with the Certificate of Incorporation.

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EX-10.8

Exhibit 10.8

GORDMANS STORES, INC.

2010 OMNIBUS INCENTIVE COMPENSATION PLAN

GORDMANS STORES, INC.

2010 OMNIBUS INCENTIVE COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE I PURPOSE	1
ARTICLE II DEFINITIONS	1
ARTICLE III ADMINISTRATION	7
ARTICLE IV SHARE LIMITATION	10
ARTICLE V ELIGIBILITY	13
ARTICLE VI STOCK OPTIONS	13
ARTICLE VII STOCK APPRECIATION RIGHTS	17
ARTICLE VIII RESTRICTED STOCK	20
ARTICLE IX PERFORMANCE AWARDS	22
ARTICLE X OTHER STOCK-BASED AND CASH-BASED AWARDS	24
ARTICLE XI CHANGE IN CONTROL PROVISIONS	26
ARTICLE XII TERMINATION OR AMENDMENT OF PLAN	27
ARTICLE XIII UNFUNDED STATUS OF PLAN	28
ARTICLE XIV GENERAL PROVISIONS	28
ARTICLE XV EFFECTIVE DATE OF PLAN	33
ARTICLE XVI TERM OF PLAN	33
ARTICLE XVII NAME OF PLAN	34
EXHIBIT A PERFORMANCE GOALS	A-1

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GORDMANS STORES, INC.

2010 OMNIBUS INCENTIVE COMPENSATION PLAN

ARTICLE I

PURPOSE

The purpose of this Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in Article XV.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1 “Acquisition Event” has the meaning set forth in Section 4.2(d).

2.2 “Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee; provided that, unless otherwise determined by the Committee, the Common Stock subject to any Award constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code.

2.3 “Award” means any award under the Plan of any Stock Option, Stock Appreciation Right, Restricted Stock, Performance Award or Other Stock-Based Award or Other Cash-Based Award. All Awards shall be granted by, confirmed by, and subject to the terms of, a written agreement executed by the Company and the Participant.

2.4 “Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to an Award.

2.5 “Board” means the Board of Directors of the Company.

2.6 “Cause” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s, dishonesty, fraud, moral turpitude, willful misconduct or refusal to perform his or her duties or responsibilities for any reason other than illness or incapacity, as determined by the Committee in its sole discretion; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

2.7 “Change in Control” has the meaning set forth in 11.2.

2.8 “Change in Control Price” has the meaning set forth in Section 11.1.

2.9 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.

2.10 “Committee” means any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan.

2.11 “Common Stock” means the Common Stock, $0.001 par value per share, of the Company.

2.12 “Company” means Gordmans Stores, Inc., a Delaware corporation, and its successors by operation of law.

2.13 “Consultant” means any natural person who is an advisor or consultant to the Company or its Affiliates.

2.14 “Detrimental Activity” means, unless otherwise determined by the Committee, in the applicable Award Agreement: (a) the disclosure to anyone outside the Company or its Affiliates, or the use in any manner other than in the furtherance of the Company’s or its Affiliate’s business, without written authorization from the Company, of any confidential information, trade secrets or proprietary information, relating to the business of the Company or its Affiliates that is acquired by a Participant prior to the Participant’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Participant’s Termination that is classified by the Company as a termination for Cause; (c) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hiring

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of) any employee of the Company or its Affiliates to be employed by, or to perform services for, the Participant or any person or entity with which the Participant is associated (including, but not limited to, due to the Participant’s employment by, consultancy for, equity interest in, or creditor relationship with such person or entity) or any person or entity from which the Participant receives direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; (d) any attempt, directly or indirectly, to solicit or otherwise attempt to take away any supplier, vendor, customer or prospective customer of the Company or its Affiliates at the time of a Participant’s Termination, without, in all cases, written authorization from the Company; (e) the Participant’s Disparagement, or inducement of others to do so, of the Company or its Affiliates or their past and present officers, directors, employees or products; or (f) breach of any agreement between the Participant and the Company or an Affiliate (including, without limitation, any employment agreement or noncompetition or nonsolicitation agreement). For purposes of sub-sections (a), (c), and (d) above, the Chief Financial Officer or the Chief Executive Officer of the Company shall have authority to provide the Participant, except for himself or herself, with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide the Participant with such authorization.

2.15 “Disability” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

2.16 “Disparagement” means making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship which could reasonably be expected to adversely affect in any manner: (a) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (b) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.

2.17 “Effective Date” means the effective date of the Plan as defined in Article XV.

2.18 “Eligible Employee” means each employee of the Company or an Affiliate.

2.19 “Eligible Individual” means an Eligible Employee, Non-Employee Director or Consultant who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein.

2.20 “Exchange Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

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2.21 “Fair Market Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next day that it is open.

2.22 “Family Member” means “family member” as defined in Section A.1.(5) of the general instructions of Form S-8.

2.23 “Incentive Stock Option” means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries and its Parents (if any) under this Plan intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

2.24 “Merger Event” has the meaning set forth in Section 4.2(d).

2.25 “Non-Employee Director” means a director or a member of the Board of the Company or any Affiliate who is not an active employee of the Company or any Affiliate.

2.26 “Non-Qualified Stock Option” means any Stock Option awarded under the Plan that is not an Incentive Stock Option.

2.27 “Non-Tandem Stock Appreciation Right” shall mean the right to receive an amount in cash and/or stock equal to the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.

2.28 “Other Cash-Based Award” means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.

2.29 “Other Stock-Based Award” means an Award under Article X of the Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock, including, without limitation, an Award valued by reference to an Affiliate.

2.30 “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.31 “Participant” means an Eligible Individual to whom an Award has been granted pursuant to the Plan.

2.32 “Performance Award” means an Award granted to a Participant pursuant to Article IX hereof contingent upon achieving certain Performance Goals.

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2.33 “Performance Goals” means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable based on one or more of the performance goals set forth in Exhibit A hereto.

2.34 “Performance Period” means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

2.35 “Plan” means this Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan, as amended from time to time.

2.36 “Reference Stock Option” has the meaning set forth in Section 7.1.

2.37 “Registration Date” means the date on which the Company sells its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act.

2.38 “Restricted Stock” means an Award of shares of Common Stock under the Plan that is subject to restrictions under Article VIII.

2.39 “Restriction Period” has the meaning set forth in Section 8.3(a) with respect to Restricted Stock.

2.40 “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

2.41 “Section 162(m) of the Code” means the exception for performance-based compensation under Section 162(m) of the Code and any applicable treasury regulations thereunder.

2.42 “Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

2.43 “Securities Act” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.44 “Stock Appreciation Right” shall mean the right pursuant to an Award granted under Article VII.

2.45 “Stock Option” or “Option” means any option to purchase shares of Common Stock granted to Eligible Individuals granted pursuant to Article VI.

2.46 “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

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2.47 “Tandem Stock Appreciation Right” shall mean the right to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount in cash and/or stock equal to the difference between (i) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or such portion thereof).

2.48 “Ten Percent Stockholder” means a person owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent.

2.49 “Termination” means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

2.50 “Termination of Consultancy” means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of his or her consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy” does not subject the applicable Stock Option to Section 409A of the Code.

2.51 “Termination of Directorship” means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

2.52 “Termination of Employment” means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of his or her employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter, provided that any such change to the definition of the term “Termination of Employment” does not subject the applicable Stock Option to Section 409A of the Code.

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2.53 “Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.

2.54 “Transition Period” means the period beginning with the Registration Date and ending as of the earlier of: (i) the date of the first annual meeting of stockholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs; and (ii) the expiration of the “reliance period” under Treasury Regulation Section 1.162-27(f)(2).

ARTICLE III

ADMINISTRATION

3.1 The Committee. The Plan shall be administered and interpreted by the Committee. To the extent required by applicable law, rule or regulation, each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, (b) an “outside director” under Code Section 162(m) and (c) an “independent director” under the rules of any national securities exchange or national securities association, as applicable. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify. In the event that any member of the Committee does not qualify as a “non-employee director” for purposes of Section 16 of the Exchange Act, then all compensation that is intended to be exempt from Section 16 will also be approved by the Board or a subcommittee made up of members of the Board who qualify as non-employee directors. In the event that any member of the Committee does not qualify as an “outside director” for purposes of Section 162(m) of the Code, then all compensation that is intended to be exempt from Section 162(m) of the Code will also be approved by a subcommittee made up of members of the Board who qualify as outside directors.

3.2 Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of this Plan, to Eligible Individuals: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Performance Awards; (v) Other Stock-Based Awards; and (vi) Other Cash-Based Awards. In particular, the Committee shall have the authority:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted hereunder;

(b) to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

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(c) to determine the number of shares of Common Stock to be covered by each Award granted hereunder;

(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(e) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan;

(f) to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.4(d);

(g) to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;

(h) to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;

(i) to modify, extend or renew an Award, subject to Article XII and Section 6.4(l), provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant;

(j) solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Options under the Plan; and

(k) to determine the manner in which a Participant’s tax withholding obligations are satisfied consistent with Section 14.4 hereof.

3.3 Guidelines. Subject to Article XII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and

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securities laws of such domestic or foreign jurisdictions. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s consent. To the extent applicable, this Plan is intended to comply with the applicable requirements of Rule 16b-3, and with respect to Awards intended to be “performance-based,” the applicable provisions of Section 162(m) of the Code, and the Plan shall be limited, construed and interpreted in a manner so as to comply therewith.

3.4 Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.

3.5 Procedures. If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee members in accordance with the By-Laws of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.6 Designation of Consultants/Liability.

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.

(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it.

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ARTICLE IV

SHARE LIMITATION

4.1 Shares. (a) Subject to any increase or decrease pursuant to Section 4.2, the aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed [ ] shares. The shares may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. The maximum number of shares of Common Stock with respect to which Incentive Stock Options may be granted under the Plan shall be [ ] shares. With respect to Stock Appreciation Rights settled in Common Stock, upon settlement, only the number of shares of Common Stock delivered to a Participant (based on the difference between the Fair Market Value of the shares of Common Stock subject to such Stock Appreciation Right on the date such Stock Appreciation Right is exercised and the exercise price of each Stock Appreciation Right on the date such Stock Appreciation Right was awarded) shall count against the aggregate and individual share limitations set forth under Sections 4.1(a) and 4.1(b). If any Option, Stock Appreciation Right or Other Stock-Based Award granted under the Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock shall again be available for purposes of Awards under the Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under the Plan. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations.

(b) Individual Participant Limitations. To the extent required by Section 162(m) of the Code for Awards under the Plan to qualify as “performance-based compensation,” the following individual Participant limitations shall only apply after the expiration of the Transition Period:

(i) The maximum number of shares of Common Stock subject to any Award of Stock Options, or Stock Appreciation Rights, or shares of Restricted Stock, or Other Stock-Based Awards for which the grant of such Award or the lapse of the relevant Restriction Period is subject to the attainment of Performance Goals in accordance with Section 8.3(a)(ii) which may be granted under the Plan during any fiscal year of the Company to any Participant shall be [ ] shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2), provided that the maximum number of shares of Common Stock for all types of Awards does not exceed [ ] shares (which shall be subject to any further increase or decrease pursuant to Section 4.2) during any fiscal year of the Company. If a Tandem Stock Appreciation Right is granted or a Limited Stock Appreciation Right is granted in tandem with a Stock Option, it shall apply against the Participant’s individual share limitations for both Stock Appreciation Rights and Stock Options.

(ii) There are no annual individual share limitations applicable to Participants on Restricted Stock or Other Stock-Based Awards for which the grant, vesting or payment (as applicable) of any such Award is not subject to the attainment of Performance Goals.

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(iii) The maximum number of shares of Common Stock subject to any Performance Award which may be granted under the Plan during any fiscal year of the Company to any Participant shall be [    ] shares (which shall be subject to any further increase or decrease pursuant to Section 4.2) with respect to any fiscal year of the Company.

(iv) The maximum value of a cash payment made under a Performance Award which may be granted under the Plan with respect to any fiscal year of the Company to any Participant shall be [    ].

(v) The individual Participant limitations set forth in this Section 4.1(b) (other than Section 4.1(b)(iii)) shall be cumulative; that is, to the extent that shares of Common Stock for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in a fiscal year, the number of shares of Common Stock available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until used.

4.2 Changes.

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.

(b) Subject to the provisions of Section 4.2(d), in the event of a dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property) other than regular cash dividends, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, Change in Control or exchange of Common Stock or other securities of the Company, or other corporate transaction or event affects the Common Stock such that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan (a “Section 4.2 Event”), the Committee shall equitably adjust (i) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan, (ii) the maximum share limitation applicable to each type of Award that may be granted to any individual participant in any calendar year, (iii) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iv) the exercise price with respect to any Stock Option or any Stock Appreciation Right. Any such adjustment determined by the Committee shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. If the Company enters into or is involved in any merger, reorganization, Change in Control or other business combination with any person or entity (a “Merger Event”), the Committee may, prior to such Merger Event and effective upon such Merger Event, take such action as it deems appropriate, including, but not limited to, replacing Awards with substitute Awards in respect of

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the shares, other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected Awards granted hereunder as of the date of the consummation of the Merger Event. Upon receipt by any affected Participant of any such substitute Award (or payment) as a result of any such Merger Event, such Participant’s affected Awards for which such substitute Awards (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Participant. In addition, subject to Section 4.2(d), if there shall occur any change in the capital structure or the business of the Company that is not a Section 4.2 Event or Merger Event (an “Other Extraordinary Event”), then the Committee, in its sole discretion, may adjust any Award and make such other adjustments to the Plan. Except as expressly provided in this Section 4.2 or in the applicable Award Agreement, a Participant shall have no rights by reason of any Section 4.2 Event, Merger Event, or any Other Extraordinary Event.

(c) Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or 4.2(b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

(d) In the event of a Merger Event in which the Company is not the surviving entity or in the event of any transaction that results in the acquisition of substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or in the event of the sale or transfer of all or substantially all of the Company’s assets (all of the foregoing being referred to as an “Acquisition Event”), then the Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Awards that provide for a Participant elected exercise, effective as of the date of the Acquisition Event, by delivering notice of termination to each Participant at least 20 days prior to the date of consummation of the Acquisition Event, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Acquisition Event, each such Participant shall have the right to exercise in full all of his or her vested Awards that are then outstanding, but any such exercise shall be contingent on the occurrence of the Acquisition Event, and, provided that, if the Acquisition Event does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

If an Acquisition Event occurs but the Committee does not terminate the outstanding Awards pursuant to this Section 4.2(d), then the provisions of Section 4.2(b) and Article XI shall apply.

4.3 Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law.

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ARTICLE V

ELIGIBILITY

5.1 General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.2 Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.3 General Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, respectively.

ARTICLE VI

STOCK OPTIONS

6.1 Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan. Each Stock Option granted under the Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.

6.2 Grants. The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option.

6.3 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422.

6.4 Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of grant.

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(b) Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five years.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. Unless otherwise determined by the Committee at the time of grant, the Option agreement shall provide that (i) in the event that the Participant engages in Detrimental Activity prior to any exercise of the Stock Option (whether vested or unvested), all Stock Options held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise of a Stock Option, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) in the event that the Participant engages in Detrimental Activity during the one-year period commencing on the date that the Stock Option is exercised or becomes vested, the Company shall be entitled to recover from the Participant at any time within one year after such exercise or vesting, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Stock Options or by payment in full or in part in the form of Common Stock owned by the Participant based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee). No shares of Common Stock shall be issued until payment therefore, as provided herein, has been made or provided for.

(e) Non-Transferability of Options. No Stock Option shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant.

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Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award Agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of this Plan and the applicable Award Agreement.

(f) Termination by Death or Disability. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of one year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options; provided, however, that if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.

(g) Involuntary Termination Without Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination without Cause, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(h) Voluntary Termination. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in Section 6.4(i)(y) hereof), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(i) Termination for Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(h)) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.

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(j) Unvested Stock Options. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

(k) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under this Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. Should any provision of this Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend this Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

(l) Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced without his or her consent and provided further that such action does not subject the Stock Options to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (up to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding anything herein to the contrary, unless otherwise provided in the Award Agreement, the Committee may, at its sole and absolute discretion, (i) lower the strike price of a Stock Option after it is granted, or take any other action with the effect of lowering the strike price of a Stock Option after it is granted, or (ii) permit the cancellation of a Stock Option in exchange for another Award.

(m) Deferred Delivery of Common Shares. The Committee may in its discretion permit Participants to defer delivery of Common Stock acquired pursuant to a Participant’s exercise of an Option in accordance with the terms and conditions established by the Committee in the applicable Award Agreement, which shall be intended to comply with the requirements of Section 409A of the Code.

(n) Early Exercise. The Committee may provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant’s Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full vesting of the Stock Option and such shares shall be subject to the provisions of Article VIII and be treated as Restricted Stock. Unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate.

(o) Cashing-Out of Stock Options. Unless otherwise provided in the Award Agreement, on receipt of written notice of exercise, the Committee may elect to cash-out all or part of the portion of the shares for which an Option is being exercised by paying the optionee an amount, in cash or shares of Common Stock, equal to the excess of the Fair Market Value of the shares of Common Stock over the exercise price multiplied by the number of shares of Common Stock for which the Option is being exercised on the effective date of such cash-out.

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(p) Other Terms and Conditions. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate including, without limitation, permitting “reloads” such that the same number of Stock Options are granted as the number of Stock Options exercised, shares used to pay for the exercise price of Stock Options or shares used to pay withholding taxes (“Reloads”). With respect to Reloads, the exercise price of the new Stock Option shall be the Fair Market Value on the date of the “reload” and the term of the Stock Option shall be the same as the remaining term of the Stock Options that are exercised, if applicable, or such other exercise price and term as determined by the Committee.

ARTICLE VII

STOCK APPRECIATION RIGHTS

7.1 Tandem Stock Appreciation Rights. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option (a “Reference Stock Option”) granted under the Plan (“Tandem Stock Appreciation Rights”). In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option.

7.2 Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

(b) Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until and then only to the extent that the exercise or termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.

(c) Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.4(c).

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(d) Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent that the related Tandem Stock Appreciation Rights have been exercised.

(e) Payment. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement multiplied by the number of shares of Common Stock in respect of which the Tandem Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

(f) Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan.

(g) Non-Transferability. Tandem Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.4(e) of the Plan.

7.3 Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights may also be granted without reference to any Stock Options granted under the Plan.

7.4 Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

(b) Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years after the date the right is granted.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 7.4, Non-Tandem Stock Appreciation Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including,

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without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

Unless otherwise determined by the Committee at grant, the Award Agreement shall provide that (i) in the event that the Participant engages in Detrimental Activity prior to any exercise of the Non-Tandem Stock Appreciation Right, all Non-Tandem Stock Appreciation Rights held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise of a Non-Tandem Stock Appreciation Right, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) in the event that the Participant engages in Detrimental Activity during the one-year period commencing on the date the Non-Tandem Stock Appreciation Right is exercised or becomes vested, the Company shall be entitled to recover from the Participant at any time within one year after such exercise or vesting, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award Agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.

(e) Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock on the date that the right is exercised over the Fair Market Value of one share of Common Stock on the date that the right was awarded to the Participant.

(f) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem Stock Appreciation Rights will remain exercisable following a Participant’s Termination on the same basis as Stock Options would be exercisable following a Participant’s Termination in accordance with the provisions of Sections 6.4(f) through 6.4(j).

(g) Non-Transferability. No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant.

7.5 Limited Stock Appreciation Rights. The Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise of

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Limited Stock Appreciation Rights, except as otherwise provided in an Award Agreement, the Participant shall receive in cash and/or Common Stock, as determined by the Committee, an amount equal to the amount (i) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (ii) set forth in Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights.

ARTICLE VIII

RESTRICTED STOCK

8.1 Awards of Restricted Stock. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.

Unless otherwise determined by the Committee at grant, each Award of Restricted Stock shall provide that in the event that the Participant engages in Detrimental Activity prior to, or during the one-year period after, any vesting of Restricted Stock, the Committee may direct that all unvested Restricted Stock shall be immediately forfeited to the Company and that the Participant shall pay over to the Company an amount equal to the Fair Market Value at the time of vesting of any Restricted Stock which had vested in the period referred to above.

The Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including, the Performance Goals) or such other factor as the Committee may determine in its sole discretion, including to comply with the requirements of Section 162(m) of the Code.

8.2 Awards and Certificates. Eligible Individuals selected to receive Restricted Stock shall not have any right with respect to such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company and has otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions:

(a) Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value.

(b) Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.

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(c) Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Gordmans Stores, Inc. (the “Company”) 2010 Omnibus Incentive Compensation Plan (the “Plan”) and an Agreement entered into between the registered owner and the Company dated                 . Copies of such Plan and Agreement are on file at the principal office of the Company.”

(d) Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is forfeited in whole or part.

8.3 Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(a) Restriction Period. (i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under the Plan during the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in the Restricted Stock Award Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii) and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award.

(ii) If the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Stock applicable to each Participant or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other

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similar type events or circumstances. With regard to a Restricted Stock Award that is intended to comply with Section 162(m) of the Code, to the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect.

(b) Rights as a Stockholder. Except as provided in Section 8.3(a) and this Section 8.3(b) and as otherwise determined by the Committee, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company including, without limitation, the right to vote such shares, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares, and the right to receive all dividends and other distributions paid with respect to the Restricted Stock, provided that such dividends or other distributions will be subject to the same vesting requirements as the underlying Restricted Stock and shall be paid at the time the Restricted Stock becomes vested. If dividends or distributions are paid in shares of Common Stock, such shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.

(c) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.

(d) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares, if any, shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.

ARTICLE IX

PERFORMANCE AWARDS

9.1 Performance Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. The Committee may grant Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, as well as Performance Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code. If the Performance Award is payable in shares of Restricted Stock, such shares shall be transferable to the Participant only upon attainment of the relevant Performance Goal in accordance with Article VIII. If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in such form that is not inconsistent with the Plan and that the Committee may from time to time approve.

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Unless otherwise determined by the Committee at grant, each Performance Award shall provide that in the event the Participant engages in Detrimental Activity prior to, or during the one-year period after, any vesting of the Performance Award, the Committee may direct (at any time within one year thereafter) that all of the unvested portion of the Performance Award shall be immediately forfeited to the Company and that the Participant shall pay over to the Company an amount equal to any gain that the Participant realized from any Performance Award that had vested in the period referred to above.

With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall condition the right to payment of any Performance Award upon the attainment of objective Performance Goals established pursuant to Section 9.2(c).

9.2 Terms and Conditions. Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and conditions:

(a) Earning of Performance Award. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals established pursuant to Section 9.2(c) are achieved and the percentage of each Performance Award that has been earned.

(b) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period.

(c) Objective Performance Goals, Formulae or Standards. With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the earning of Performance Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

(d) Dividends. Unless otherwise determined by the Committee at the time of grant, amounts equal to dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Award will not be paid to the Participant.

(e) Payment. Following the Committee’s determination in accordance with Section 9.2(a), the Company shall settle Performance Awards, in such form (including, without

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limitation, in shares of Common Stock or in cash) as determined by the Committee, in an amount equal to such Participant’s earned Performance Awards. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned Performance Awards and/or subject the payment of all or part of any Performance Award to additional vesting, forfeiture and deferral conditions as it deems appropriate.

(f) Termination. Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.

(g) Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award.

ARTICLE X

OTHER STOCK-BASED AND CASH-BASED AWARDS

10.1 Other Stock-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, including but not limited to, shares of Common Stock awarded purely as a bonus and not subject to restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units, and Awards valued by reference to book value of shares of Common Stock. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.

Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified Performance Period.

The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion; provided that to the extent that such Other Stock-Based Awards are intended to comply with Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the grant or vesting of such Other Stock-Based Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

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10.2 Terms and Conditions. Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and conditions:

(a) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

(b) Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of shares of Common Stock covered by the Award, as determined at the time of the Award by the Committee, in its sole discretion.

(c) Vesting. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d) Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration. Common Stock purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.

10.3 Other Cash-Based Awards. The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

10.4 Detrimental Activity. Unless otherwise determined by the Committee at grant, the Award Agreement shall provide that (i) in the event that the Participant engages in Detrimental Activity prior to any exercise, distribution or settlement of any Other Stock-Based Award and/or Other Cash-Based Award, such Other Stock-Based Awards and/or Other Cash-Based Awards held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise, distribution or settlement of an Other Stock-Based Award and/or Other Cash-Based Award, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) in the event that the Participant engages in Detrimental Activity during the one-year period commencing on the date of exercise, distribution, or settlement of an Other Stock-Based Award and/or Other Cash-Based Award, the Company

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shall be entitled to recover from the Participant at any time within one year after such exercise, settlement, or distribution, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise, distribution or settlement (whether at the time of exercise, distribution or settlement or thereafter).

ARTICLE XI

CHANGE IN CONTROL PROVISIONS

11.1 Benefits. In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an Award Agreement, a Participant’s unvested Award shall not vest and a Participant’s Award shall be treated in accordance with one of the following methods as determined by the Committee:

(a) Awards, whether or not then vested, shall be continued, assumed, have new rights substituted therefore or be treated in accordance with Section 4.2(d) hereof, as determined by the Committee, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).

(b) The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards. For purposes of this Section 11.1, “Change in Control Price” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.

(c) Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at any time.

11.2 Change in Control. Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement approved by the Committee, a “Change in Control” shall be deemed to occur if:

(a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;

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(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), or (d) of this Section 11.2 or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(c) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in Section 11.2(a)) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or

(d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Notwithstanding the foregoing, with respect to any Award that is characterized as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of any such award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

11.3 Initial Public Offering not a Change in Control. Notwithstanding the foregoing, for purposes of the Plan, the occurrence of the Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered a Change in Control.

ARTICLE XII

TERMINATION OR AMENDMENT OF PLAN

12.1 Termination or Amendment. Notwithstanding any other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company

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may comply with any regulatory requirement referred to in Article XIV or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided further, that without the approval of the holders of the Company’s Common Stock entitled to vote in accordance with applicable law, no amendment may be made that would (i) increase the aggregate number of shares of Common Stock that may be issued under the Plan (except by operation of Section 4.2); (ii) increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except by operation of Section 4.2); (iii) change the classification of individuals eligible to receive Awards under the Plan; (iv) decrease the minimum option price of any Stock Option or Stock Appreciation Right; (v) extend the maximum option period under Section 6.4; (vi) alter the Performance Goals for Restricted Stock, Performance Awards or Other Stock-Based Awards as set forth in Exhibit A hereto; (vii) award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price than the replacement award, except in accordance with Section 6.4(l); or (viii) require stockholder approval in order for the Plan to continue to comply with the applicable provisions of Section 162(m) of the Code or, to the extent applicable to Incentive Stock Options, Section 422 of the Code. In no event may the Plan be amended without the approval of the stockholders of the Company in accordance with the applicable laws of the State of Delaware to increase the aggregate number of shares of Common Stock that may be issued under the Plan, decrease the minimum exercise price of any Award, or to make any other amendment that would require stockholder approval under Financial Industry Regulatory Authority (FINRA) rules and regulations or the rules of any exchange or system on which the Company’s securities are listed or traded at the request of the Company. Notwithstanding anything herein to the contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with applicable law including Section 409A of the Code.

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder without the holder’s consent.

ARTICLE XIII

UNFUNDED STATUS OF PLAN

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.

ARTICLE XIV

GENERAL PROVISIONS

14.1 Legend. The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the

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Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

14.2 Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

14.3 No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate his or her employment, consultancy or directorship at any time.

14.4 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.

14.5 No Assignment of Benefits. No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

14.6 Listing and Other Conditions.

(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities

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association, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.

(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(c) Upon termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

(d) A Participant shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

14.7 Stockholders Agreement and Other Requirements. Notwithstanding anything herein to the contrary, as a condition to the receipt of shares of Common Stock pursuant to an Award under the Plan, to the extent required by the Committee, the Participant shall execute and deliver a stockholder’s agreement or such other documentation that shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise or purchase, and such other terms as the Board or Committee shall from time to time establish. Such stockholder’s agreement or other documentation shall apply to the Common Stock acquired under the Plan and covered by such stockholder’s agreement or other documentation. The Company may require, as a condition of exercise, the Participant to become a party to any other existing stockholder agreement (or other agreement).

14.8 Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

14.9 Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in

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any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

14.10 Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

14.11 Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

14.12 Costs. The Company shall bear all expenses associated with administering this Plan, including expenses of issuing Common Stock pursuant to Awards hereunder.

14.13 No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

14.14 Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

14.15 Section 16(b) of the Exchange Act. All elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder.

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14.16 Section 409A of the Code. The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of his or her separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) on the payment date that immediately follows the end of such six-month period or as soon as administratively practicable thereafter.

14.17 Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

14.18 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

14.19 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

14.20 Agreement. As a condition to the grant of an Award, if requested by the Company and the lead underwriter of any public offering of the Common Stock (the “Lead Underwriter”), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except

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Common Stock included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “Lock-Up Period”). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to an Award until the end of such Lock-Up Period.

14.21 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

14.22 Section 162(m) of the Code. Notwithstanding any other provision of the Plan to the contrary, (i) prior to the Registration Date and during the Transition Period, the provisions of the Plan requiring compliance with Section 162(m) of the Code for Awards intended to qualify as “performance-based compensation” shall only apply to the extent required by Section 162(m) of the Code, and (ii) the provisions of the Plan requiring compliance with Section 162(m) of the Code shall not apply to Awards granted under the Plan that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

14.23 Post-Transition Period. Following the Transition Period, any Award granted under the Plan that is intended to be “performance-based compensation” under Section 162(m) of the Code, shall be subject to the approval of the material terms of the Plan by a majority of the stockholders of the Company in accordance with Section 162(m) of the Code and the treasury regulations promulgated thereunder.

ARTICLE XV

EFFECTIVE DATE OF PLAN

The Plan shall become effective at 12:01 a.m. Eastern Time on the day that the Company’s Registration Statement on Form S-1 for its initial public offering (File No. 333-164906) is declared effective by the Securities and Exchange Commission.

ARTICLE XVI

TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is adopted or the date of stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date; provided that no Award (other than a Stock Option or Stock Appreciation Right) that is intended to be “performance-based compensation” under Section 162(m) of the Code shall be granted on or after the fifth anniversary of the stockholder approval of the Plan unless the Performance Goals are re-approved (or other designated Performance Goals are approved) by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders approve the Performance Goals.

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ARTICLE XVII

NAME OF PLAN

This Plan shall be known as the “Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan.”

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EXHIBIT A

PERFORMANCE GOALS

To the extent permitted under Section 162(m) of the Code, performance goals established for purposes of Awards intended to be “performance-based compensation” under Section 162(m) of the Code, shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals:

• earnings per share;

• operating income;

• gross income;

• net income (before or after taxes);

• cash flow;

• gross profit;

• gross profit return on investment;

• gross margin return on investment;

• gross margin;

• operating margin;

• working capital;

• earnings before interest and taxes;

• earnings before interest, tax, depreciation and amortization;

• return on equity;

• return on assets;

• return on capital;

• return on invested capital;

• net revenues;

• gross revenues;

• revenue growth;

• annual recurring revenues;

• recurring revenues;

• license revenues;

• sales or market share;

• total shareholder return;

• economic value added;

• specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;

• the fair market value of the a share of Common Stock;

• the growth in the value of an investment in the Common Stock assuming the reinvestment of dividends; or

• reduction in operating expenses.

With respect to Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, the

A-1

Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that the Committee determines should be appropriately excluded or adjusted, including:

(a) restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges as described in Accounting Principles Board Opinion No. 30 and/or management’s discussion and analysis of financial condition and results of operations appearing or incorporated by reference in the Company’s Form 10-K for the applicable year;

(b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; or

(c) a change in tax law or accounting standards required by generally accepted accounting principles.

Performance goals may also be based upon individual participant performance goals, as determined by the Committee, in its sole discretion. In addition, Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be based on the performance goals set forth herein or on such other performance goals as determined by the Committee in its sole discretion.

In addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational unit or administrative department of the Company) performance under one or more of the measures described above relative to the performance of other corporations. With respect to Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may also:

(a) designate additional business criteria on which the performance goals may be based; or

(b) adjust, modify or amend the aforementioned business criteria.

A-2

EX-10.32

Exhibit 10.32

CONSENT AND THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY

AGREEMENT

CONSENT AND THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2010, among GORDMANS, INC., a Delaware corporation (“Borrower”), each of the other Credit Parties signatory hereto, each of the lenders that is a signatory to this Agreement (together with its successors and permitted assigns, individually, “Lender” and, collectively, “Lenders”), and WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, “Agent” and together with the Lenders, collectively, the “Lender Group”).

BACKGROUND

WHEREAS, Borrower, the other Credit Parties signatory thereto, and the Lender Group are parties to that certain Loan, Guaranty and Security Agreement, dated as of February 20, 2009, as amended by that certain First Amendment to Loan, Guaranty and Security Agreement dated as of March 16, 2009 and that certain Second Amendment to Loan, Guaranty and Security Agreement dated as of December 23, 2009 (as further amended, restated, supplemented, or modified from time to time, the “Loan Agreement”);

WHEREAS, the Credit Parties have requested that the Lender Group grant certain consents and amendments with respect to the Loan Agreement; and

WHEREAS, the Lender Group is willing to enter into this Agreement upon the terms and conditions set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and upon the terms and conditions set forth herein, the parties hereby agree as follows:

AGREEMENT

Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

Section 2. Consent. Notwithstanding anything contained in Section 7.8 or Section 7.11 of the Loan Agreement to the contrary, Agent and the undersigned Lenders hereby agree that Borrower may (i) make a one-time distribution to Parent and that Parent may make a one-time distribution to Ultimate Parent so that Ultimate Parent may pay a cash dividend to its shareholders in an amount not to exceed $20,000,000 (the “Sponsor Dividend”); (ii) pay to Sun Capital Management Partners V, LLC the advisory fee owing pursuant to the Management Agreement in an amount not to exceed $200,000 (the “Advisory Fee”); and (iii) make one time bonus payments to officers of any Credit Party at the time the Sponsor Dividend is paid in an amount not to exceed $300,000 in the aggregate for all such Bonus Payments (the “Bonus Payments” and together with the Sponsor Dividend and the Advisory Fee, the “Permitted Payments”); provided, that (A) both before and after giving pro forma effect to the payment of the Permitted Payments no Default or Event of Default exists, (B) during the 30 days

immediately prior to the payment of the Permitted Payments and after giving pro forma effect to the payment of the Permitted Payments the Borrower has minimum Excess Availability of at least $20,000,000, (C) Agent shall have received forecasts, in form and substance satisfactory to Agent, showing that the Borrower’s projected Availability exceeds $20,000,000 for the 180 days immediately following the payment of the Permitted Payments, and (D) Borrower shall deliver to Agent a duly executed and completed Solvency Certificate dated as of the date the Permitted Payments are paid from its Chief Financial Officer in the form attached hereto as Annex A. In addition to the preceding sentence and notwithstanding anything contained in Section 7.8 or Section 7.11 of the Loan Agreement to the contrary, Agent and the undersigned Lenders hereby agree that Borrower may make bonus payments to officers of any Credit Party in each of the following calendar years in amounts of up to the amounts set forth opposite such calendar year, in each case, so long as at the time of any such bonus payment, an initial public offering of Ultimate Parent has not occurred:

Calendar Year	Bonus Payment Amount
2010	$	180,000
2011	$	210,000
2012	$	210,000
2013	$	210,000

Section 3. Amendment to Loan Agreement. Section 2.12(a) of the Loan Agreement is hereby amended by deleting the reference to “0.75%” and replacing it with a reference to “0.50%”.

Section 4. Representations and Warranties. Each Credit Party hereby represents and warrants to the Lender Group that:

(a) This Agreement has been duly executed and delivered by such Credit Party. This Agreement and each Loan Document to which such Credit Party is party are the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, and is in full force and effect except as such validity and enforceability is limited by the laws of insolvency and bankruptcy, laws affecting creditors’ rights and principles of equity applicable hereto;

(b) No Default or Event of Default has occurred and is continuing as of the date hereof; and

(c) The representations and warranties in the Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).

Section 5. Conditions Precedent. This Agreement shall be effective as of the date first set forth above, subject to the receipt by Agent of (a) duly executed counterparts of this

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Agreement from the Credit Parties and the Lenders and (b) a fee for distribution to each Lender who has executed this Agreement in an amount equal to $250,000 which fee shall be fully earned on the date hereof.

Section 6. Miscellaneous.

(a) Effect of Agreement. The parties hereto agree and acknowledge that nothing contained in this Agreement in any manner or respect limits or terminates any of the provisions of the Loan Agreement or any of the other Loan Documents other than as expressly set forth herein and further agree and acknowledge that the Loan Agreement and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed. Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any rights, power or remedy of Lenders or Agent under the Loan Agreement or any other Loan Document, nor constitute a waiver of any provision of the Loan Agreement or any other Loan Document. No delay on the part of any Lender or Agent in exercising any of their respective rights, remedies, powers and privileges under the Loan Agreement or any of the Loan Documents or partial or single exercise thereof, shall constitute a waiver thereof. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner, whatsoever, except in accordance with Section 15.1 of the Loan Agreement. The Credit Parties acknowledge and agree that the execution and delivery of this Agreement by the Agent and the Lenders party hereto has not established and is not intended to establish any course of dealing among the parties hereto or created any obligation or agreement of the Agent or the Lenders with respect to any future consent, modification, amendment, waiver or forbearance with respect to any of the Loan Documents.

(b) Counterparts. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy or electronic mail shall be as effective as delivery of a manually executed counterpart to this Agreement.

(c) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES.

[signature pages follow]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first written above.

GORDMANS, INC.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer
GORDMANS MANAGEMENT COMPANY, INC.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer
GORDMANS DISTRIBUTION COMPANY, INC.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer
GORDMANS INTERMEDIATE HOLDINGS CORP.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer

[Signature Page to Third Amendment]

WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as Agent and as a Lender
By:	/s/ Jason B. Searle
Name:	Jason B. Searle
Title:	Vice President
CIT BANK, a Utah Chartered Bank, as Lender
By:	/s/ Benjamin Haslam
Name:	Benjamin Haslam
Title:	Authorized Signatory
PNC BANK, NATIONAL ASSOCIATION, as Lender
By:	/s/ Raymond Kupiec
Name:	Raymond Kupiec
Title:	Vice President

[Signature Page to Third Amendment]

EX-10.33

Exhibit 10.33

FOURTH AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT

THIS FOURTH AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 2010, is entered into by and among GORDMANS, INC., a Delaware corporation (“Borrower”), each of the other Credit Parties signatory hereto, each of the lenders that is a signatory to this Amendment (together with its successors and permitted assigns, individually, “Lender” and, collectively, “Lenders”), and WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, “Agent” and together with the Lenders, collectively, the “Lender Group”), in light of the following:

WHEREAS, Borrower, the other Credit Parties signatory thereto, and the Lender Group are parties to that certain Loan, Guaranty and Security Agreement, dated as of February 20, 2009, as amended by that certain First Amendment to Loan, Guaranty and Security Agreement dated as of March 16, 2009, that certain Second Amendment to Loan, Guaranty and Security Agreement dated as of December 23, 2009 and that certain Third Amendment to Loan, Guaranty and Security Agreement dated as of June 30, 2010 (as amended, restated, supplemented, or modified from time to time, the “Loan Agreement”);

WHEREAS, the Credit Parties have requested that the Loan Agreement be amended as set forth herein; and

WHEREAS, subject to the satisfaction of the conditions set forth herein, the Lender Group is willing to so consent to the amendment of the Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and upon the terms and conditions set forth herein, the parties hereby agree as follows:

SECTION 1. RELATION TO THE LOAN AGREEMENT; DEFINITIONS.

1.1 Relation to Loan Agreement. This Amendment constitutes an integral part of the Loan Agreement and shall be deemed to be a Loan Document for all purposes. Upon the effectiveness of this Amendment, on and after the date hereof each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to “the Loan Agreement,” “thereunder,” “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as amended hereby.

1.2 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings specified in the Loan Agreement.

SECTION 2. AMENDMENT TO LOAN AGREEMENT.

2.1 Section 1.1 of the Loan Agreement is hereby amended by (i) deleting the reference to “$5,000,000” in the definition of “Permitted Purchase Money Indebtedness” and replacing it with a reference to “$15,000,000”; (ii) deleting the definition of “EBITDA” in its entirety; (iii) deleting the definition of “Permitted Consulting Fee” in its entirety; (iv) adding the following new definition in the appropriate alphabetical therein:

“Loan Cap” means, as of any date of determination, the lesser of (a) the Borrowing Base and (b) the Revolver Commitment.

(v) deleting from the definition of “Sponsor Subordinated Indebtedness” the following: “in a principal amount not to exceed at any one time outstanding $15,000,000 (exclusive of capitalized interest and fees)”; and (vi) deleting the definition of “Ultimate Parent” in its entirety and replacing it with the following:

“Ultimate Parent” means Gordmans Stores, Inc., a Delaware corporation.

2.2 Section 2.8(c) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

(c) With respect to each Concentration Account, each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and the applicable Credit Party, in form and substance acceptable to Agent in its Permitted Discretion. Each Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Concentration Account and proceeds thereof are subject to the control of Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Concentration Account other than for payment of its service fees and other charges directly related to the administration of such Concentration Account and for returned checks or other items of payment, and (iii) within two Business Days after the date that it receives written notification from Agent (a “Control Exercise Notice”), it immediately will forward by daily sweep all amounts in the applicable Concentration Account to the Agent’s Account or as otherwise directed by Agent to prepay the Obligations in such order as set forth in Section 2.5(b); provided, that any such prepayments of the Loans pursuant to this Section 2.8(c) may be reborrowed subject to Section 3.2. Anything contained herein or in any other Loan Document to the contrary notwithstanding, Agent agrees that it shall not provide a Control Exercise Notice to the Cash Management Banks unless Excess Availability is less than $20,000,000 (a “Control Notice Event”). At any time following the occurrence and during the continuance of a Control Notice Event Agent shall be free to exercise its right to issue a Control Exercise Notice. Agent shall deliver to Borrower and the applicable Credit Party a copy of any such Control Exercise Notice promptly after delivery thereof to the applicable Cash Management Bank; provided, however that a non-willful failure to so do shall not affect the validity of any such Control Exercise Notice or otherwise limit Agent’s right to send any other Control Exercise Notice. The Control Notice Event shall terminate at such time when Excess Availability exceeds $20,000,000 for forty-five (45) consecutive days following occurrence of the Control Notice Event; provided under no circumstances shall more than one Control Notice Event terminate in any 365 day period. Upon the termination of such Control Notice Event, Agent shall withdraw such Control Exercise Notice and permit funds to be transferred as set forth above, including permitting each Credit Party access to funds in any Concentration Account (and daily sweeps thereof into any Designated Account), but subject in all events to the right of Agent to deliver a Control Exercise Notice following the occurrence and during the continuance of any subsequent Control Notice Event.

2.3 Section 7.1 of the Loan Agreement is hereby amended by (i) deleting clause (e) in its entirety and replacing it with the following:

(e) Subordinated Indebtedness; provided, immediately prior to, and after giving effect to the incurrence of such Subordinated Indebtedness, no Default or Event of Default shall have occurred and be continuing or would result from such incurrence;

(ii) deleting clause (f) in its entirety and replacing it with the following:

(f) Indebtedness of any Credit Party to any other Credit Party (other than Parent or Ultimate Parent) and Indebtedness of a Credit Party guaranteeing Indebtedness of another Credit Party (other than Parent or Ultimate Parent) otherwise permitted under this Section 7.1;

(iii) deleting the reference to “and” at the end of clause (m), and (iv) deleting clause (n) in its entirety and replacing it with the following:

(n) Indebtedness assumed in connection with any acquisition permitted under this Agreement in an amount not to exceed $10,000,000 in the aggregate; provided that (i) such Indebtedness is not incurred in contemplation of such acquisition and (ii) at the time of such acquisition (A) no Default or Event of Default shall exist or shall result from such acquisition, (B) Excess Availability exceeds the greater of (x) $15,000,000 and (y) 20% of the Loan Cap for the 30 days immediately prior to and after giving pro forma effect to the acquisition and (C) Agent shall have received updated projections showing that the Borrower’s projected Excess Availability exceeds the greater of (x) $15,000,000 and (y) 20% of the Loan Cap for the 180 days immediately following such acquisition; and

(o) other Indebtedness of the Credit Parties, in an aggregate amount not to exceed at any time $5,000,000.

2.4 Section 7.3 of the Loan Agreement is hereby amended by (i) deleting the reference to “and” at the end of clause (c) and (ii) deleting clause (d) in its entirety and replacing it with the following:

(d) Asset Sales in an amount not to exceed $1,000,000 in the aggregate, provided at the time of any such Asset Sale no Default or Event of Default shall exist or shall result from such Asset Sale;

(e) Asset Sales not otherwise permitted hereunder; provided that (i) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of Borrower); (ii) at the time of any such Asset Sale, no Event of Default shall exist or shall result from such Asset Sale; (iii) no less than 80% of the consideration therefor shall be paid in cash; and (iv) at the time of such Asset Sale and after giving effect thereto, the aggregate sales price of all assets or property so sold by the Credit Parties, together, since the Closing Date shall not exceed 5% of the Consolidated Net Tangible Assets of the Borrower and its Subsidiaries determined in accordance with GAAP; and

(f) Asset Sales not otherwise permitted hereunder; provided that at the time of any such Asset Sale, (i) no Default or Event of Default shall exist or shall result from such Asset

Sale, (ii) Excess Availability exceeds the greater of (x) $15,000,000 and (y) 20% of the Loan Cap for the 30 days immediately prior to and after giving pro forma effect to such Asset Sale and (iii) Agent shall have received updated projections, in form and substance satisfactory to Agent, showing that the Borrower’s projected Excess Availability exceeds the greater of (x) $15,000,000 and (y) 20% of the Loan Cap for the 180 days immediately following such Asset Sale.

2.5 Section 7.8 of the Loan Agreement is hereby amended by (i) deleting clause (a) in its entirety and replacing it with the following:

(a) any Credit Party may make Restricted Payments to any other Credit Party (other than Parent and Ultimate Parent);

(ii) deleting clause (c) in its entirety and replacing it with the following:

(c) the Credit Parties may pay to Sun Capital Management Partners V, LLC (i) accrued fees and expenses owing pursuant to the Management Agreement in an amount not to exceed $2,000,000, (ii) an early termination fee, in an amount not to exceed $7,500,000, owing to Sun Capital Management Partners V, LLC pursuant to the Management Agreement as a result of the early termination of the Management Agreement and (iii) an advisory fee owing to Sun Capital Management Partners V, LLC pursuant to the Management Agreement, in an amount not to exceed 1.0% of the gross proceeds of the initial public offering of the equity securities of Ultimate Parent; provided, both immediately before and after giving pro forma effect to the payment of the fees referenced in this clause (c) the Borrower has minimum Excess Availability of at least $20,000,000.

(iii) deleting the reference to “and” at the end of clause (d), (iv) deleting clause (e) in its entirety and replacing it with the following:

(e) any Credit Party may make distributions or otherwise pay in the form of cash, from legally available funds therefor, to Ultimate Parent (i) for reasonable and customary directors’ fees and out-of-pocket expenses (other than directors who are employees of the Sponsor), (ii) for reasonable and customary indemnities to directors, officers and employees of the direct and indirect owners of the Credit Parties, in the ordinary course of business, to the extent reasonably attributable to the ownership of the Credit Parties, and (iii) for the purpose of allowing Ultimate Parent to pay reasonable and customary filing fees and expenses incurred by Ultimate Parent as a result of being a public entity; and

(f) any Credit Party may make Restricted Payments in an amount not to exceed $1,000,000 in the aggregate for all such Restricted Payments; provided, at the time of any such Restricted Payment, no Default or Event of Default shall exist or shall result from such Restricted Payment.

and (v) inserting the following at the end thereof:

Notwithstanding the foregoing, any Credit Party may make any Restricted Payment so long as at the time of any such Restricted Payment, (A) no Default or Event of Default shall exist or shall

result from such Restricted Payment, (B) Excess Availability exceeds the greater of (x) $15,000,000 and (y) 20% of the Loan Cap for the 30 days immediately prior to and after giving pro forma effect to the Restricted Payment and (C) Agent shall have received updated projections showing that the Borrower’s projected Excess Availability exceeds the greater of (x) $15,000,000 and (y) 20% of the Loan Cap for the 180 days immediately following such Restricted Payment.

2.6 Section 7.10 of the Loan Agreement is hereby amended by (i) deleting the reference to “and” at the end of clause (b) and (ii) deleting clause (c) in its entirety and replacing it with the following:

(c) Investments in any Person that becomes a Credit Party or in any assets that are acquired by a Credit Party in connection with an acquisition in an amount not to exceed $1,000,000 in the aggregate for all such Investments; provided, that at the time of any such Investment no Default or Event of Default shall exist or shall result from such Investment;

(d) Investments in any Person that becomes a Credit Party or in any assets that are acquired by a Credit Party in connection with an acquisition; provided, however, that at the time of any such Investment, (A) no Default or Event of Default shall exist or shall result from such Investment, (B) Excess Availability exceeds the greater of (x) $15,000,000 and (y) 20% of the Loan Cap for the 30 days immediately prior to and after giving pro forma effect to the Investment, and (C) Agent shall have received updated projections showing that the Borrower’s projected Excess Availability exceeds the greater of (x) $15,000,000 and (y) 20% of the Loan Cap for the 180 days immediately following such Investment; and

(e) other Investments by the Borrower made after the Closing Date in an amount not to exceed $1,000,000 in the aggregate in any fiscal year.

2.7 Section 7.11 of the Loan Agreement is hereby amended by: (i) deleting the “and” at the end of clause (e); (ii) replacing the “.” at the end of clause (f) with “; and”; and (iii) adding a new clause (g) to read in its entirety as follows: “(g) one time bonus payments to officers of any Credit Party paid immediately following completion of the initial public offering of the equity securities of Ultimate Parent in an amount not to exceed $3,000,000 in the aggregate for all such bonus payments.”

2.8 Section 7.15 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

7.15 Minimum Availability

The Credit Parties shall have at all times Excess Availability (without giving effect to any outstanding obligations referenced in clause (b) of the definition of Obligations) equal to the greater of (i) 12.5% of the then current weekly Borrowing Base and (ii) $6,000,000; provided, during a Seasonal Borrowing Period, the Credit Parties shall have Excess Availability (without giving effect to any outstanding obligations referenced in clause (b) of the definition of Obligations) equal to the greater of (i) 15% of the Loan Cap and (ii) $8,000,000.

2.9 Section 7.16 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

7.16 Maximum Capital Expenditures.

Permit the maximum amount of Capital Expenditures of Borrower and its Subsidiaries for any fiscal year to exceed $25,000,000.

2.10 Section 7.17 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

7.17 [Reserved]

2.11 Section 8 of the Loan Agreement is hereby amended by (i) deleting the reference to “or” at the end of Section 8.12, (ii) deleting the reference to “.” at the end of Section 8.13 and replacing it with a reference to “; or” and (iii) adding a new Section 8.14 at the end thereof as follows:

8.14 Parent or Ultimate Parent (i) conducts any business other than (A) its ownership of equity securities of Borrower or Parent, as applicable, (B) performing its obligations incidental thereto under the Loan Documents, (C) issuing its own equity securities subject to the terms hereof, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law or (G) making Restricted Payments to the extent permitted by this Agreement or (ii) incurs any Indebtedness or liabilities other than liabilities incidental to the conduct of its business as a holding company.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

3.1 Representations and Warranties.

Each Credit Party hereby represents and warrants to the Lender Group that:

(a) It has the requisite power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Loan Documents to which it is a party. The execution, delivery, and performance by it of this Amendment and the performance by it of each Loan Document to which it is a party (i) have been duly approved by all necessary action and no other proceedings are necessary to consummate such transactions; and (ii) are not in contravention of (A) any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court or Governmental Authority binding on it, (B) the terms of its organizational documents, or (C) any provision of any material contract or undertaking to which it is a party or by which any of its properties may be bound or affected;

(b) This Amendment has been duly executed and delivered by such Credit Party. This Amendment and each Loan Document to which such Credit Party is party are the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, and is in full force and effect except as such validity and enforceability is limited by the laws of insolvency and bankruptcy, laws affecting creditors’ rights and principles of equity applicable hereto;

(c) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein has been issued and remains in force by any Governmental Authority against such Credit Party or any member of the Lender Group;

(d) No Default or Event of Default has occurred and is continuing on the date hereof or as of the date of the effectiveness of this Amendment; and

(e) The representations and warranties in the Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date).

SECTION 4. MISCELLANEOUS.

4.1 Conditions to Effectiveness. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof (the date of such being the “Fourth Amendment Effective Date”):

(a) The representations and warranties in the Loan Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);

(b) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment;

(c) Each Credit Party, the Agent and the Required Lenders shall have delivered an executed copy of this Amendment to Agent;

(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Credit Party or the Lender Group;

(e) The successful completion of the initial public offering of the equity securities of Ultimate Parent resulting in gross proceeds of $25,000,000;

(f) Agent shall have received Ultimate Parent’s (i) charter (or similar formation document), certified by the appropriate governmental authority, (ii) good standing certificates in its state of formation and in each other state requested by Agent, (iii) bylaws (or similar governing document), (iv) resolutions of its board of directors (or similar governing body) approving and authorizing Ultimate Parent’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby, and (v) signature and incumbency certificates of its officers executing any of the Loan Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

(g) Ultimate Parent shall have executed and delivered the Joinder to the Loan Agreement attached hereto as Exhibit A;

(h) Borrower shall have delivered to Agent a properly completed Uniform Commercial Code financing statements with respect to Ultimate Parent and other filings and documents required by law or the Loan Documents to provide Agent first priority perfected Liens (subject only to Permitted Liens) in the assets of Ultimate Parent constituting Collateral;

(i) Agent shall have received original membership certificates reflecting 100% of the equity of Parent, together with undated irrevocable transfer powers executed in blank; and

(j) Borrower and the other Credit Parties shall have executed and delivered such additional certificates, documents, amendments to other Loan Documents and financing statements as Agent may require in connection with the transactions contemplated by this Amendment.

4.2 Entire Amendment; Effect of Amendment. This Amendment, and terms and provisions hereof, constitute the entire agreement among the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except for the amendments to the Loan Agreement expressly set forth in Section 2 hereof, the Loan Agreement and other Loan Documents shall remain unchanged and in full force and effect. The execution, delivery, and performance of this Amendment shall not operate as a waiver of or, except as expressly set forth herein, as an amendment of, any right, power, or remedy of the Lender Group as in effect prior to the date hereof. The amendments and other agreements set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, shall not excuse future non-compliance with the Loan Agreement, and shall not operate as a consent to any further or other matter, under the Loan Documents. To the extent any terms or provisions of this Amendment conflict with those of the Loan Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. This Amendment is a Loan Document.

4.3 Counterparts; Electronic Transmission. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile or. pdf transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or .pdf transmission also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

4.4 Fees, Costs and Expenses. Borrower agrees to pay on demand all reasonable fees, costs and expenses in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to their rights and responsibilities hereunder and thereunder. In addition, Borrower shall pay to Agent for distribution to each Lender who has executed this Amendment an amendment fee in an amount equal to $250,000 in the aggregate which fee shall be fully earned and payable on the Fourth Amendment Effective Date.

4.5 Cross-References. References in this Amendment to any Section are, unless otherwise specified, to such Section of this Amendment.

4.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

4.7 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES.

[signature page follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

GORDMANS, INC.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer
GORDMANS MANAGEMENT COMPANY, INC.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer
GORDMANS DISTRIBUTION COMPANY, INC.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer
GORDMANS INTERMEDIATE HOLDINGS CORP.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer

[Signature Page to Fourth Amendment]

WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as Agent and as a Lender
By:	/s/ Jason B. Searle
Name:	Jason B. Searle
Title:	Vice President
CIT BANK, a Utah Chartered Bank, as Lender
By:	/s/ Benjamin Haslam
Name:	Benjamin Haslam
Title:	Authorized Signatory
PNC BANK, NATIONAL ASSOCIATION, as Lender
By:	/s/ Raymond Kupiec
Name:	Raymond Kupiec
Title:	Vice President

[Signature Page to Fourth Amendment]

JOINDER TO LOAN, GUARANTY AND SECURITY AGREEMENT

This JOINDER AGREEMENT (this “Agreement”) dated as of June     , 2010 is executed by the undersigned for the benefit of Wells Fargo Retail Finance, LLC, as administrative agent (in such capacity, together with its successors, if any, the “Agent”) in connection with that certain Loan, Guaranty and Security Agreement dated as of February 20, 2009 among Gordmans, Inc. (“Borrower”), the other Credit Parties signatory thereto, Agent and each of the lenders signatory thereto (together with its successors and permitted assigns, individually, “Lender” and, collectively, “Lenders” and together with the Agent, collectively, the “Lender Group”) as amended by that certain First Amendment to Loan, Guaranty and Security Agreement dated as of March 16, 2009, that certain Second Amendment to Loan, Guaranty and Security Agreement dated as of December 23, 2009 (as amended, restated, supplemented, or modified from time to time, the “Loan Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Loan Agreement.

Gordmans Stores, Inc. (“Ultimate Parent”) is required to execute this Agreement pursuant to Section 4.1(g) of that certain Fourth Amendment to Loan, Guaranty and Security Agreement dated as of the date hereof among the Borrower, the Agent the other Credit Parties signatory thereto and the Lenders signatory thereto.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Ultimate Parent agrees as follows:

1. Ultimate Parent assumes all the obligations of a Credit Party and a Guarantor under the Loan Agreement and agrees it is a Credit Party and a Guarantor and bound as a Credit Party and a Guarantor under the terms of the Loan Agreement, as if it had been an original signatory to the Loan Agreement. In furtherance of the foregoing, Ultimate Parent hereby (i) grants to Agent, for the benefit of the Lender Group, a continuing security interest in all of its right, title, and interest in all currently existing and hereafter acquired or arising Collateral in order to secure prompt repayment of any and all of the Obligations in accordance with the terms and conditions of the Loan Documents and in order to secure prompt performance by each Credit Party of each of its covenants and duties under the Loan Documents and (ii) irrevocably and unconditionally guaranties to Agent for the ratable benefit of the Lender Group the due and punctual payment in full of all Guaranteed Obligations.

2. Schedules 5.6(a), 5.6(b), 5.6(c), 5.6(c), 5.7(b), and 5.7(c), of the Loan Agreement are hereby amended to add the information relating to Ultimate Parent set out on Schedules 5.6(a), 5.6(b), 5.6(c), 5.6(c), 5.7(b), and 5.7(c), respectively, hereof. Ultimate Parent hereby makes to Agent the representations and warranties set forth in the Loan Agreement applicable to the Ultimate Parent and the applicable Collateral and confirms that such representations and warranties are, as of the date hereof, true and correct in all material respects after giving effect to such amendment to such Schedules.

3. In furtherance of its obligations under Section 4.4 of the Loan Agreement, Ultimate Parent agrees to deliver to Agent appropriately complete UCC financing statements

naming Ultimate Parent as debtor and Agent as secured party, and describing its Collateral and to execute and deliver such other documentation as Agent (or its successors or assigns) may reasonably require to evidence, protect and perfect the Liens created by the Loan Agreement, as modified hereby.

4. As of the date hereof, Ultimate Parent’s address and fax number for notices under the Loan Agreement shall be the address and fax number of the Borrower set forth in the Loan Agreement and Ultimate Parent hereby appoints the Borrower as its agent to receive notices hereunder.

5. This Agreement shall be deemed to be part of, and a modification to, the Loan Agreement and shall be governed by all the terms and provisions of the Loan Agreement, with respect to the modifications intended to be made to such agreement, which terms are incorporated herein by reference, are ratified and confirmed and shall continue in full force and effect as valid and binding agreements of Ultimate Parent enforceable against Ultimate Parent. Ultimate Parent hereby waives notice of Agent’s acceptance of this Agreement. Ultimate Parent will deliver an executed original of this Agreement to Agent.

[signature page follows]

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The undersigned has caused this Joinder to Loan Agreement to be duly executed and delivered as of the date first above written.

GORDMANS STORES, INC.

By:

Name:

Title:

[Signature Page to Joinder to Loan Agreement]

EX-10.47

Exhibit 10.47

RESTRICTED STOCK AGREEMENT

PURSUANT TO THE

GORDMANS STORES, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN

* * * * *

Participant:                                                              

Grant Date:                                                              

Number of Shares of

Restricted Stock granted:                                                              

* * * * *

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Gordmans Stores, Inc., a Delaware corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the shares of Restricted Stock provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2. Grant of Restricted Stock Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of shares of Restricted Stock specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the

Company for any reason. Subject to Section 5, the Participant shall not have the rights of a stockholder in respect of the shares underlying this Award until such shares are delivered to the Participant in accordance with Section 4.

3. Vesting.

(a) The Restricted Stock subject to this grant shall vest as follows: (i) [    ] shares of Restricted Stock shall become unrestricted and vested immediately upon the Grant Date hereof, regardless of whether the Participant is, as of the Grant Date, then employed by the Company and/or one of its Subsidiaries or Affiliates; and (ii) the remaining shares of Restricted Stock shall vest in annual equal increments, pro rata, on [    ] of each year, commencing on the first such date occurring after the Grant Date and ending on [ ], provided the Participant is then employed by the Company and/or one of its Subsidiaries or Affiliates. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date.

(b) Certain Terminations. All unvested shares of Restricted Stock shall immediately become vested upon a Termination due to (i) the Participant’s death or (ii) the Participant’s Disability.

(c) Change in Control. All unvested shares of Restricted Stock shall immediately become vested upon a Change in Control; provided the Participant is continuously employed by the Company or its Subsidiaries through such date.

(d) Effect of Detrimental Activity. The provisions of Section 8.1 of the Plan regarding Detrimental Activity shall apply to the Restricted Stock.

(e) Forfeiture. Other than as specifically set forth in Section 3(b), all unvested shares of Restricted Stock shall be immediately forfeited upon the Participant’s Termination for any reason.

4. Period of Restriction; Delivery of Unrestricted Shares. During the Period of Restriction, the Restricted Stock shall bear a legend as described in Section 8.2(c) of the Plan. When shares of Restricted Stock awarded by this Agreement become vested, the Participant shall be entitled to receive unrestricted shares and if the Participant’s stock certificates contain legends restricting the transfer of such shares, the Participant shall be entitled to receive new stock certificates free of such legends (except any legends requiring compliance with securities laws).

5. Dividends and Other Distributions; Voting. Participants holding Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such shares, provided that any such dividends or other distributions will be subject to the same vesting requirements as the underlying Restricted Stock and shall be paid at the time the Restricted Stock becomes vested pursuant to Section 3. If any dividends or distributions are paid in shares, the shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid. The Participant may exercise full voting rights with respect to the Restricted Stock granted hereunder.

2

6. Non-transferability. The shares of Restricted Stock, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way any of the Restricted Stock, or the levy of any execution, attachment or similar legal process upon the Restricted Stock, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

7. Non-Competition Covenant. In consideration of the shares of Restricted Stock being granted herein, the Participant agrees that during the Participant’s service as an employee of the Company or its Affiliates and for the six-month period thereafter, the Participant shall not, directly or indirectly, engage in, or serve as a principal, partner, joint venturer, member, manager, trustee, agent, stockholder, director, officer or employee of, or advisor to, or in any other capacity, or in any manner, own, control, manage, operate, or otherwise participate, invest, or have any interest in, or be connected with, any person, firm or entity that engages in any activity which competes directly or indirectly with any business of the Company or its Subsidiaries (collectively, the “Company Business”) anywhere in the U.S. or any other country in which the Company Business was conducted or related sales were effected during the preceding two (2) years. This Section 7 will not apply and will not be enforced by the Company with respect to post-Termination activity by the Participant that occurs in California or in any other state in which this prohibition is not enforceable under applicable law.

8. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

9. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder.

10. Section 83(b). If the Participant properly elects (as required by Section 83(b) of the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the fair market value of such shares of Restricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Stock. If the Participant shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind

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required by law to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 8 hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to utilize such election.

11. Legend. All certificates representing the Restricted Stock shall have endorsed thereon the legend set forth in Section 8.2(c) of the Plan. Notwithstanding the foregoing, in no event shall the Company be obligated to deliver to the Participant a certificate representing the Restricted Stock prior to the vesting dates set forth above.

12. Securities Representations. The shares of Common Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

(a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”), and in connection therewith the Company is relying in part on the Participant’s representations set forth in this Section 12.

(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the shares of Common Stock must be held indefinitely unless an exemption from any applicable resale restriction is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the shares of Common Stock and the Company is under no obligation to register the shares of Common Stock (or to file a “re-offer prospectus”).

(c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

13. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

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14. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

15. Acceptance. As required by Section 8.2 of the Plan, the Participant shall forfeit the Restricted Stock if the Participant does not execute this Agreement with a period of sixty (60) days from the date the Participant receives this Agreement (or such other period as the Committee shall provide).

16. No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without cause.

17. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Restricted Stock awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

18. Compliance with Laws. The issuance of the Restricted Stock or unrestricted shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the 1934 Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Restricted Stock or any of the shares pursuant to this Agreement if any such issuance would violate any such requirements.

19. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the shares of Restricted Stock are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

20. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as provided by Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

21. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

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23. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

24. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

25. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of Restricted Stock made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Restricted Stock awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GORDMANS STORES, INC.

By:

Name:

Title:

PARTICIPANT

Name:

Social Security Number:

EX-10.48

Exhibit 10.48

INCENTIVE STOCK OPTION AGREEMENT

PURSUANT TO THE

GORDMANS STORES, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN

* * * * *

Participant:                                                              

Grant Date:                                                              

Per Share Exercise Price: $            

Number of Shares subject to this Option:                                                              

* * * * *

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Gordmans Stores, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the incentive stock option provided for herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2. Grant of Option. The Company hereby grants to the Participant, as of the Grant Date specified above, an incentive stock option (this “Option”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate number of shares of Common Stock specified above (the “Option Shares”). Except as otherwise provided by the

Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by this Option unless and until the Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement.

3. Tax Matters. The Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code. Notwithstanding the foregoing, the Option will not qualify as an “incentive stock option,” among other events, (a) if the Participant disposes of the Option Shares at any time during the two-year period following the date of this Agreement or the one-year period following the date of any exercise of the Option; (b) except in the event of the Participant’s death or Disability, if the Participant is not employed by the Company, a Parent or a Subsidiary at all times during the period beginning on the date of this Agreement and ending on the day that is three months before the date of any exercise of the Option; or (c) to the extent the aggregate fair market value of the Common Stock subject to “incentive stock options” held by the Participant which become exercisable for the first time in any calendar year (under all plans of the Company, a Parent or a Subsidiary) exceeds $100,000. For purposes of clause (c) above, the “fair market value” of the Common Stock shall be determined as of the Grant Date. To the extent that the Option does not qualify as an “incentive stock option,” it shall not affect the validity of the Option and shall constitute a separate non-qualified stock option. In the event that the Participant disposes of the Option Shares within either two (2) years following the Grant Date or one year following the date of exercise of the Option, the Participant must deliver to the Company, within seven (7) days following such disposition, a written notice specifying the date on which such shares were disposed of, the number of shares so disposed, and, if such disposition was by a sale or exchange, the amount of consideration received.

4. Vesting and Exercise.

(a) Vesting. The Option shall vest in annual increments of 20% of the total number of Option Shares, commencing on the first anniversary of the Grant Date and ending on the fifth anniversary of the Grant Date; provided the Participant is then employed by the Company and/or one of its Subsidiaries or Affiliates. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date.

(b) Certain Terminations. Any unvested portion of this Option shall immediately become vested upon a Termination due to (i) the Participant’s death or (ii) the Participant’s Disability.

(c) Change in Control. Any unvested portion of this Option shall immediately become vested upon a Change in Control; provided the Participant is continuously employed by the Company or its Subsidiaries through such date.

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(d) Effect of Detrimental Activity. The provisions of Section 6.4(c) of the Plan regarding Detrimental Activity shall apply to the Option.

(e) Expiration. Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of this Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date.

5. Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant’s Termination, shall remain exercisable as follows:

(a) Termination due to Death or Disability. In the event of the Participant’s Termination by reason of death or Disability, the vested portion of this Option shall remain exercisable until the earlier of (i) one year from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.

(b) Termination Without Cause. In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of this Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.

(c) Voluntary Termination. In the event of the Participant’s voluntary Termination, the vested portion of this Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.

(d) Termination for Cause. In the event of the Participant’s Termination by the Company for Cause, the Option granted hereunder (whether or not vested) shall terminate and expire upon such Termination.

(e) Treatment of Unvested Option upon Termination. Any portion of this Option that is not vested as of the date of the Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

6. Method of Exercise and Payment. Subject to Section 9 hereof, to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the delivery of any form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price multiplied by the number of shares of Common Stock underlying the portion of the Option exercised.

7. Non-transferability. The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or

3

the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

8. Non-Competition Covenant. In consideration of the Option being granted herein, the Participant agrees that during the Participant’s service as an employee of the Company or its Affiliates and for the six-month period thereafter, the Participant shall not, directly or indirectly, engage in, or serve as a principal, partner, joint venturer, member, manager, trustee, agent, stockholder, director, officer or employee of, or advisor to, or in any other capacity, or in any manner, own, control, manage, operate, or otherwise participate, invest, or have any interest in, or be connected with, any person, firm or entity that engages in any activity which competes directly or indirectly with any business of the Company or its Subsidiaries (collectively, the “Company Business”) anywhere in the U.S. or any other country in which the Company Business was conducted or related sales were effected during the preceding two (2) years. This Section 8 will not apply and will not be enforced by the Company with respect to post-Termination activity by the Participant that occurs in California or in any other state in which this prohibition is not enforceable under applicable law.

9. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

10. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Option and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable upon exercise of the Option.

11. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

12. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the

4

Chief Financial Officer of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

13. No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without cause.

14. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Option awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

15. Compliance with Laws. The issuance of this Option (and the Shares upon exercise of this Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the 1934 Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue this Option or any of the Shares pursuant to this Agreement if any such issuance would violate any such requirements.

16. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

17. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as provided by Section 7 hereof) any part of this Agreement without the prior express written consent of the Company.

18. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

20. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

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21. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

22. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GORDMANS STORES, INC.

By:

Name:

Title:

PARTICIPANT

Name:

Social Security Number:

7

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated April 30, 2010, with respect to the consolidated financial statements and schedules of Gordmans Stores, Inc. and subsidiaries (Successor) and Gordmans, Inc. and subsidiaries (Predecessor) contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned reports in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

Kansas City, MO

June 30, 2010