You acknowledge and agree that all writings, inventions, improvements, processes, procedures, programs, techniques and other data and information that are furnished to you by the Company or that you design, generate or develop within the scope of your employment with the Company or related to the business of the Company, whether on the Company’s property or otherwise, whether alone or with others, are and will remain the sole and confidential property of the Company.

Each of the grants will be made pursuant to an individual award agreement that shall contain substantially the same terms as similar awards granted under the Plan.ġ3. The grant of restricted stock and PSUs will be subject to terms regarding time-based and/or performance-based vesting over a period of continued employment, and forfeiture and repayment provisions if you breach certain covenants regarding confidentiality, trade secrets, non-competition or have engaged in fraud, all of which will be set forth in grant agreements to be entered into between you and the Company. The grant will be composed of approximately forty percent (40%) of restricted stock and approximately sixty percent (60%) PSUs.

As an inducement for you to accept employment with the Company and subject to the approval of the Compensation Committee of the Board of Directors, upon the Company’s next regularly scheduled grant issuance pursuant to The Vitamin Shoppe’s 2018 equity incentive plan (the “ Plan”), you will receive a one-time sign-on grant/award of restricted stock and performance share units (“ PSUs”), valued at $250,000 in the aggregate as of the grant date on the basis of the number of shares of the Company’s common stock potentially payable with respect to such awards.

The vitamin shoppe employee handbook