STAGE STORES PERFORMANCE SHARE UNIT AWARD AGREEMENT

Stage Stores, Inc. (“Company”), pursuant to its 2017 Long-Term Incentive Plan (“Plan”), hereby grants to the individual listed below (“Participant”) an award of performance share units with respect to shares of common stock of the Company (“Performance Share Unit Award”) on the terms set forth below. The Performance Share Unit Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this “Performance Share Unit Award Agreement” or this “Agreement”) and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

By signing below, the Participant agrees to be bound by the terms and conditions of the Plan and this Agreement and accepts the Performance Share Unit Award. The Participant accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

The Participant acknowledges delivery of the Plan and the Plan prospectus together with this Agreement. Additional copies of the Plan and the Plan prospectus are available by contacting the Company’s Chief Legal Officer, 2425 West Loop South, Houston, Texas 77027, or at ###-###-####.

                                                    

                            

Following the Total Shareholder Return determination, the Company’s Percentile Rank shall be determined as follows:

Interpolation shall be used to determine the percent of Target Award earned in the event the Company’s Percentile Rank does not fall directly on one of the ranks listed in the above schedule.

If the common stock of a company included in the comparator group at the beginning of the fiscal year ceases to be publicly traded or if a company included in the comparator group at the beginning of the fiscal year, declares bankruptcy, goes out of business, is bought out by another organization, is merged into a parent company, or for any other reason ceases to function or publicly report financial results, then the latest reported reliable results will be posted and will remain as the final reported result for the remaining period of measurement. For companies dropped from the Index, (when possible) their ongoing performance will continue to be monitored and reported in all schedules and updates to the Board.

This Addendum is a part of the Performance Share Unit Award Agreement with which it is included.

1.GRANT OF PERFORMANCE SHARE UNITS. Pursuant to the terms of the Plan and this Agreement, the Company hereby grants to the Participant, as of the Grant Date, Performance Share Units with a Target Award as set forth in the summary of terms section of this Agreement. The Performance Share Units are contingently awarded and will be earned and paid if and only to the extent that the performance goals and other conditions set forth in this Agreement are met. Each Performance Share Unit shall be a phantom right and shall be equivalent to one Share on the applicable Payment Date, as described herein. The Company shall establish and maintain a Performance Share Unit account as a bookkeeping account on its records (“Performance Unit Account”) for the Participant and shall record in such Performance Unit Account the number of Performance Share Units granted to the Participant. The Participant shall not have any interest in any fund or specific assets of the Company by reason of this grant or the Performance Unit Account established for the Participant.

(a)Except as set forth in the summary of terms section of this Agreement, the Performance Share Units will become earned and vested based on the actual performance level achieved with respect to the performance goals set forth on Schedule A to this Agreement.

(b)The Committee will, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, each of the performance goals has been achieved with respect to the Performance Period and (ii) the number of Shares, if any, which, the Participant will be entitled to receive with respect to this Agreement. Such certification will be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. In the event that the Committee makes a final determination that the performance goals have not been achieved, the Participant will have no further rights to receive Shares hereunder.

(c)Except as set forth in the summary of terms section of this Agreement, if the Participant has a Termination Event for any reason prior to the Vesting Date, the Participant will forfeit all rights to receive Shares hereunder that have not yet become vested as of the date the Participant has a Termination Event.

(d)During the period before the Performance Share Unit Award becomes earned and vested, except by will or by the laws of descent and distribution, the right to receive a distribution with respect to the Performance Share Unit Award may not be assigned, transferred, pledged or otherwise disposed of by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of the right to receive a distribution with respect to the Performance Share Unit Award contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Shares, shall be null, void and without effect.

(a)The Participant will receive a distribution with respect to earned and vested Performance Share Units within (i) seventy-five (75) days following the last day of the Performance Period (including in the case of the Participant’s Retirement) or (ii) thirty (30) days following the Participant’s death or Disability or the date of a Change in Control (each, a “Payment Date”). The Performance Share Units will be distributed in Shares or, subject to the terms of the Plan, in cash (or in a combination thereof) equal to the value of the earned and vested Performance Share Units. Any Performance Share Units not earned or vested will be forfeited.

(b)The obligations of the Company to deliver Shares under this Agreement are subject to compliance with all applicable laws, listing, registration and qualification requirements. In no event shall the Company be required to issue fractional shares to the Participant or his or her successor.

4.GENERAL RESTRICTIONS. The Performance Share Unit Award is granted pursuant to the terms of the Plan, which is incorporated herein by reference, and this Agreement shall in all respects be governed by and interpreted in accordance with the Plan and all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any stock exchange on which the Shares are listed. This grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.

5.WITHHOLDING. All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold the minimum statutory amount (or such other amount as approved by the Committee) required to be withheld for federal (including FICA), state, provincial and local taxes, domestic or foreign, social insurance, payroll tax, contributions, payment on account obligations, or other amounts required by law or regulation to be collected, withheld or accounted for with respect to the Performance Share Unit Award (“Taxes”). The Company shall have power and the right, and the Participant hereby authorizes the Company, to deduct or withhold, or require a Participant to remit to the Company, the Taxes from all payments made hereunder and from other compensation. Participant’s acceptance of the Performance Share Unit Award constitutes Participant’s instruction and authorization to the Company to withhold on the Participant’s behalf the number of Shares (or amount of cash) from those Shares issuable (or cash payable) to the Participant at the time when the Performance Share Unit Award becomes payable as the Company determines to be sufficient to satisfy the Taxes. The Company will withhold Shares issuable or cash payable hereunder to satisfy the withholding obligation for Taxes on amounts payable in Shares, unless the Participant has elected, with the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by paying the Taxes in cash or by transferring shares of common stock of the Company owned by the Participant that would satisfy the Taxes.

6.RIGHT TO TERMINATE EMPLOYMENT OR SERVICES. Nothing in this Agreement shall confer upon the Participant the right to continue in the employment or service of the Company or any Affiliate or affect any right which the Company or its Affiliates may have to terminate the employment or service of the Participant at any time and for any reason. This Agreement does not in any way affect any employment agreement or other service arrangement that the Participant may have with the Company or an Affiliate.

7.RECOVERY OF COMPENSATION; COMPLIANCE WITH POLICIES. Pursuant to Section 24.1 of the Plan, the Performance Share Unit Award will be subject to any clawback policy adopted by the Board or the Committee that is consistent with applicable law, whether such Performance Share Unit Award was granted before or after the effective date of any such clawback policy. The Participant also represents and warrants to the Company that the Participant is aware of and agrees to be bound by the Company’s insider trading policies and the applicable laws and regulations relating to the receipt, ownership and transfer of the Company’s securities.

8.SEVERABILITY. Every part, term or provision of this Agreement is severable from the others. Notwithstanding any possible future finding by a duly constituted authority that a particular part, term or provision is invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

9.ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the entire agreement of the parties with respect to the Performance Share Unit Award granted hereby and may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought.

10.NOTICE. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed to the Company or the Participant at their last known address, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

11.GOVERNING LAW. This Agreement shall be governed by the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Participant agrees to submit to the exclusive jurisdiction and venue of the federal or state courts located in Harris County, Texas, to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

12.HEADINGS. The headings in this Agreement are for convenience only and shall not be used to interpret or construe the provisions of this Agreement.

13.BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

14.SECTION 409A COMPLIANCE. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code. The Company may change or modify the terms of this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the previous sentence, the Company may also amend the Plan this Agreement or revoke the Performance Share Unit Award to the extent permitted by the Plan.