2008 Non-Employee Directors' Stock Option Plan



 Exhibit 10.4 
 METROPARK USA, INC. 
 2008 NON-EMPLOYEE
DIRECTORS’ STOCK OPTION PLAN 
 ADOPTED
BY THE BOARD OF DIRECTORS: JUNE 11, 2008 
 APPROVED BY THE STOCKHOLDERS: [                    ], 2008

 1.    GENERAL. 
 (a)    Eligible Option Recipients. The persons eligible to receive Options are the Non-Employee Directors of the Company. 
 (b)    Purpose. The Company, by means of the Plan, seeks to retain the services of its Non-Employee Directors,
to secure and retain the services of new Non-Employee Directors and to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate by giving them an opportunity to benefit from increases in value of
the Common Stock through the automatic grant of Nonstatutory Stock Options. 
 2.    ADMINISTRATION.

 (a)    Administration by Board. The Board shall administer the Plan. The Board may not
delegate administration of the Plan. 
 (b)    Powers of Board. The Board shall have the power,
subject to, and within the limitations of, the express provisions of the Plan: 
 (i)    To
determine the provisions of each Option to the extent not specified in the Plan. 
 (ii)    To
construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or
in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 
 (iii)    To amend the Plan or an Option as provided in Section 10. 
 (iv)    To terminate or suspend the Plan as provided in Section 11. 
 (v)    Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the
Plan. 
 (c)    Effect of Board’s Decision. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 
  

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 (d)    Stockholder Approval Required for Cancellation and Re-Grant
of Options. The Board shall not have the authority to: (i) reduce the exercise price of any outstanding Options granted under the Plan, or (ii) cancel any outstanding Options that have an exercise price greater than the current Fair
Market Value of the Common Stock in exchange for cash or other Options under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. Notwithstanding the foregoing, the
Board shall have the authority, without the approval of the Company’s stockholders, to cancel outstanding Options that have an exercise price greater than the current Fair Market Value of the Common Stock in exchange for a nominal cash payment
of consideration as necessary to effect a cancellation of the Options. 
 3.    SHARES
SUBJECT TO THE PLAN. 
 (a)    Share
Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed
                            (           
         ) shares, plus an automatic annual increase beginning on January 1, 2009 and ending on (and including) January 1, 2018, in an amount equal to the excess of (a) the number of
shares subject to Options granted during the preceding calendar year over (b) the number of shares, if any, added back to the share reserve during the preceding calendar year pursuant to the terms of the Plan. Notwithstanding the foregoing, the
Board may act prior to the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year shall be a lesser number of shares of
Common Stock than would otherwise occur pursuant to the preceding sentence. 
 (b)    Reversion of
Shares to the Share Reserve. If an Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Option shall revert to and again become
available for issuance under the Plan. If any shares subject to an Option are not delivered to an Optionholder because such shares are withheld for the payment of taxes or the Option is exercised through a reduction of shares subject to the Option
(i.e., “net exercised”), the number of shares that are not delivered to the Optionholder shall remain available for issuance under the Plan. If the exercise price of an Option is satisfied by tendering shares of Common Stock held by
the Optionholder (either by actual delivery or attestation), then the number of shares so tendered shall remain available for issuance under the Plan. 
 (c)    Source of Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open
market. 
 4.    ELIGIBILITY. 
 The Options shall automatically be granted under the Plan as set forth in Section 5 to all Non-Employee Directors who meet the
specified criteria. 
  

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 5.    NON-DISCRETIONARY GRANTS. 

 Without any further action of the Board, each person who after the IPO Date is elected or appointed for the first time to
be a Non-Employee Director automatically shall, upon the date of his or her initial election or appointment to be a Non-Employee Director, be granted an Option (the “Initial Grant”) to purchase one hundred thousand
(100,000) shares of Common Stock on the terms and conditions set forth herein. 
 6.    OPTION
PROVISIONS. 
 Each Option shall be in such form and shall contain such terms and conditions as required by
the Plan. Each Option shall contain such additional terms and conditions, not inconsistent with the Plan, as the Board shall deem appropriate. Each Option shall include (through incorporation of provisions hereof by reference in the Option or
otherwise) the substance of each of the following provisions: 
 (a)    Term. No Option shall be
exercisable after the expiration of ten (10) years from the date it was granted. 
 (b)    Exercise Price. The exercise price of each Option shall be one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. 

(c)    Consideration. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to
the extent permitted by applicable law, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board either at the time of the grant of the Option or subsequent thereto (1) by delivery to the Company
of other Common Stock at the time the Option is exercised, (2) by a “net exercise” of the Option (as further described below), (3) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board
that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds or (4) in any
other form of legal consideration that may be acceptable to the Board. 
 In the case of a “net exercise” of an
Option, the Company will not require a payment of the exercise price of the Option from the Optionholder but will reduce the number of shares of Common Stock issued upon the exercise by the largest number of whole shares that has a Fair Market Value
that does not exceed the aggregate exercise price. With respect to any remaining balance of the aggregate exercise price, the Company shall accept a cash payment from the Optionholder. Shares of Common Stock will no longer be outstanding under an
Option (and will therefore not thereafter be exercisable) following the exercise of such Option to the extent of (i) shares used to pay the exercise price of an Option under a “net exercise”, (ii) shares actually delivered to the
Optionholder as a result of such exercise and (iii) shares withheld for purposes of tax withholding. 
 (d)    Transferability. Except as otherwise provided for in this Section 6(d), an Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable only by
the Optionholder during the life of the Optionholder. However, an Option may be transferred for no consideration upon written consent of the Board if at the time of transfer, a Form S-8 registration statement under the Securities Act is available
for the issuance of shares by the Company upon the exercise of such transferred Option. 

  

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Any such transfer is subject to such limits as the Board may establish, and subject to the transferee agreeing to remain subject to all the terms and
conditions applicable to the Option prior to such transfer. The forgoing right to transfer the Option shall apply to the right to consent to amendments to the Option Agreement for such Option. In addition, until the Optionholder transfers the
Option, an Optionholder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to
exercise the Option. 
 (e)    Vesting. The Initial Grant shall vest in twenty (20) equal
quarterly installments during the Optionholder’s Continuous Service over the five (5)-year period measured from the date of grant, such that one installment vests at the expiration of each three (3) month period following the date of
grant. 
 (f)    Early Exercise. The Option may, but need not, include a provision whereby the
Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any 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 Board determines to be appropriate. The Company will not exercise its repurchase option until at least six
(6) months (or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides
in the Option. 
 (g)    Termination of Continuous Service. In the event that an
Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability or upon a Change in Control), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to
exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service,
or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement
(as applicable), the Option shall terminate. 
 (h)    Extension of Termination Date. If the
exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability or upon a Change in Control) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of a period of three (3) months after the termination of the
Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. In addition,
unless otherwise provided in an Optionholder’s Option Agreement, if the sale of the Common Stock received upon exercise of an Option following the termination of the Optionholder’s Continuous Service would violate the Company’s
insider trading policy, then the Option shall terminate onthe earlier of (i) the expiration of a period equal to the post-termination exercise period described in Section 6(g) above or Sections 6(i), 6(j) or 6(k) below after the
termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of the Company’s insider trading policy; or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. 
  

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 (i)    Disability of Optionholder. In the event that an
Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise it as of the date of termination of
Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service, or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement, the Option shall terminate. 
 (j)    Death of Optionholder. In the event that (i) an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death, or (ii) the Optionholder dies within the three (3)-month period after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised
(to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance, or by a person designated to
exercise the Option upon the Optionholder’s death, but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death, or (ii) the expiration of the term of such Option as set forth
in the Option Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein, the Option shall terminate. 
 (k)    Termination Upon Change in Control. In the event that an Optionholder’s Continuous Service terminates as of, or within twelve (12) months following a
Change in Control, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) within such period of time ending on the earlier of
(i) the date twelve (12) months following the effective date of the Change in Control, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the
Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. 
 7.    COVENANTS OF THE COMPANY 
 (a)    Availability of Shares. During the terms of the Options, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards.

 (b)    Securities Law Compliance. The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this undertaking shall not require the
Company to register under the Securities Act the Plan, any Option or any Common Stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is 

  

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unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of
Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Options unless and until such authority is obtained. 
 8.    MISCELLANEOUS. 
 (a)    Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Options shall constitute general funds of the Company. 
 (b)    Stockholder Rights. No Optionholder shall be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any shares of Common Stock subject to such Option unless and until such Optionholder has satisfied all requirements for exercise of the Option pursuant to its terms. 
 (c)    No Service Rights. Nothing in the Plan, any instrument executed, or Option granted pursuant thereto
shall confer upon any Optionholder any right to continue to serve the Company as a Non-Employee Director or shall affect the right of the Company or an Affiliate to terminate the service of a Director pursuant to the Bylaws of the Company or an
Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. 
 (d)    Investment Assurances. The Company may require an Optionholder, as a condition of exercising or acquiring Common Stock under any Option, (i) to give written assurances
satisfactory to the Company as to the Optionholder’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial
and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option; and (ii) to give written assurances satisfactory to the Company stating that
the Optionholder is acquiring the Common Stock subject to the Option for the Optionholder’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares upon the exercise or acquisition of Common Stock under the Option has been registered under a then currently effective registration statement under the
Securities Act, or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of
counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of
the Common Stock. 
 (e)    Withholding Obligations. To the extent provided by the terms of an
Option Agreement, the Company may in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Option by any of the following means (in addition to the Company’s right to withhold from any compensation
paid to the Optionholder by the Company) or by a combination of or by a combination of such means: (i) causing the Optionholder to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or
otherwise issuable to the Optionholder in connection with the Option; or (iii) via such other method as may be set forth in the Option Agreement. 
  

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 (f)    Electronic Delivery. Any reference herein to a
“written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet. 
 9.    ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.

 (a)    Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board
shall proportionately and appropriately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve is to
increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities for which the nondiscretionary grants of Options are made pursuant to Section 5, and (iv) the class(es) and number of
securities and price per share of stock subject to outstanding Options. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. 
 (b)    Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, all outstanding Options shall terminate immediately prior to the
completion of such dissolution or liquidation. 
 (c)    Corporate Transaction. 
 (i)    Options May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring
corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Options outstanding under the Plan or may substitute similar stock options for Options outstanding under the Plan (including but not
limited to, options to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to
Options may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation may choose to assume or continue
only a portion of an Option or substitute a similar option for only a portion of an Option. 
 (ii)    Options Held by Optionholders in Continuous Service. In the event of a Corporate Transaction, then with respect to Options that are held by Optionholders whose Continuous Service has not terminated prior
to the effective time of the Corporate Transaction (referred to as the “Active Optionholders”), the vesting of such Options (and, if applicable, the time at which such Options may be exercised) shall (contingent upon the
effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five
(5) days prior to the effective time of the Corporate Transaction). If the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Options held by Active Optionholders or substitute
options for such 

  

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outstanding Options, then with respect to such Options that have not been assumed, continued or substituted, the Options shall terminate if not exercised (if
applicable) at or prior to the effective time of the Corporate Transaction. 
 (iii)    Options Held
by Optionholders Not in Continuous Service. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue outstanding Options or substitute similar stock
options for such outstanding Options, then with respect to any Options that have not been assumed, continued or substituted and that are held by persons other than Active Optionholders, the vesting of such Options (and, if applicable, the time at
which such Options may be exercised) shall not be accelerated unless otherwise provided in a written agreement between the Company or any Affiliate and the holder of such Options, and such Options shall terminate if not exercised (if applicable)
prior to the effective time of the Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Options shall not terminate and may continue to be exercised notwithstanding the
Corporate Transaction. 
 (iv)    Payment for Options in Lieu of Exercise. Notwithstanding the
foregoing, in the event an Option will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Option may not exercise such Option but will receive a
payment, in such form as may be determined by the Board, equal in value to the excess, if any, of (i) the value of the property the holder of the Option would have received upon the exercise of the Option, over (ii) the exercise price
payable by the Optionholder in connection with such exercise. 
 (d)    Change in Control. 

 (i)    Options Held by Optionholders in Continuous Service. In the event of a Change in
Control, then with respect to Options that are held by an Optionholder whose Continuous Service has not terminated prior to the effective time of the Change in Control, the outstanding Options held by such Optionholder shall become fully vested and
exercisable immediately prior to and contingent upon the effectiveness of such Change in Control. 
 (ii)    Options Held by Optionholders Not in Continuous Service. In the event of a Change in Control, then with respect to Options that are held by persons whose Continuous Service terminated prior to the
effective time of the Change in Control, the vesting of such Options (and, if applicable, the time at which such Options may be exercised) shall not be accelerated unless otherwise provided in a written agreement between the Company or any Affiliate
and the holder of such Options. 
 (e)    Parachute Payments. 
 (i)    If the acceleration of the vesting and exercisability of Options provided for in Sections 9(c) and 9(d),
together with payments and other benefits of an Optionholder, (collectively, the “Payment”) (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, or any comparable successor
provisions, and (ii) but for this Section 9(e) would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then such Payment shall be
either (1) provided to such Optionholder in full, or (2) provided to such Optionholder as to such lesser extent that would result in no 

  

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portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and
foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by such Optionholder, on an after-tax basis, of the greatest amount of the Payment, notwithstanding that all or some portion of the Payment
may be subject to the Excise Tax. 
 (ii)    Unless the Company and such Optionholder otherwise
agree in writing, any determination required under this Section 9(e) shall be made in writing in good faith by the Accountant. If a reduction in the Payment is to be made as provided above, reductions shall occur in the following order unless
the Optionholder elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date that triggers the Payment or a portion thereof): (i) reduction of cash
payments; (ii) cancellation of accelerated vesting of Options; and (iii) reduction of other benefits paid to the Optionholder. If acceleration of vesting of Options is to be reduced, such acceleration of vesting shall be cancelled in the
reverse order of date of grant of Options (i.e., the earliest granted Option cancelled last) unless the Optionholder elects in writing a different order for cancellation. 
 (iii)    For purposes of making the calculations required by this Section 9(e), the Accountant may make
reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code and other applicable legal authority. The Company and the Optionholder shall furnish
to the Accountant such information and documents as the Accountant may reasonably request in order to make such a determination. The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by
this Section 9(e). 
 (iv)    If, notwithstanding any reduction described above, the Internal
Revenue Service (the “IRS”) determines that the Optionholder is liable for the Excise Tax as a result of the Payment, then the Optionholder shall be obligated to pay back to the Company, within thirty (30) days after a
final IRS determination or, in the event that the Optionholder challenges the final IRS determination, a final judicial determination, a portion of the Payment (the “Repayment Amount”). The Repayment Amount with respect to
the Payment shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Optionholder’s net after-tax proceeds with respect to the Payment (after taking into account the payment of the Excise Tax and all
other applicable taxes imposed on the Payment) shall be maximized. The Repayment Amount with respect to the Payment shall be zero if a Repayment Amount of more than zero would not result in the Optionholder’s net after-tax proceeds with respect
to the Payment being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, the Optionholder shall pay the Excise Tax. 
 (v)    Notwithstanding any other provision of this Section 9(e), if (i) there is a reduction in the Payment as described above, (ii) the IRS later determines that the
Optionholder is liable for the Excise Tax, the payment of which would result in the maximization of the Optionholder’s net after-tax proceeds of the Payment (calculated as if the Payment had not previously been reduced), and (iii) the
Optionholder pays the Excise Tax, then the Company shall pay or otherwise provide to the Optionholder that portion of the 

  

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Payment that was reduced pursuant to this Section 9(e) contemporaneously or as soon as administratively possible after the Optionholder pays the Excise
Tax so that the Optionholder’s net after-tax proceeds with respect to the Payment are maximized. 
 (vi)     If the Optionholder either (i) brings any action to enforce rights pursuant to this Section 9(e), or (ii) defends any legal challenge to his or her rights under this Section 9(e), the
Optionholder shall be entitled to recover attorneys’ fees and costs incurred in connection with such action, regardless of the outcome of such action; provided, however, that if such action is commenced by the Optionholder, the court
finds that the action was brought in good faith. 
 10.     AMENDMENT OF
THE PLAN AND OPTIONS. 
 (a)    
Amendment of Plan. Subject to the limitations, if any, of applicable law, the Board, at any time and from time to time, may amend the Plan. However, except as provided in Section 9(a) relating to Capitalization Adjustments, no amendment
shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy applicable law. 
 (b)     Stockholder Approval. The Board, in its sole discretion, may submit any other amendment to the Plan for stockholder approval. 
 (c)     No Impairment of Rights. Rights under any Option granted before amendment of the Plan shall not be
impaired by any amendment of the Plan unless (i) the Company requests the consent of the affected Optionholder, and (ii) such Optionholder consents in writing. 
 (d)     Amendment of Options. The Board, at any time and from time to time, may amend the terms of any one or more Options; provided, however, that the rights
under any Option shall not be impaired by any such amendment unless (i) the Company requests the consent of the Optionholder, and (ii) the Optionholder consents in writing. 
 11.     TERMINATION OR SUSPENSION OF THE PLAN. 
 (a)     Plan Term. The Board may suspend or terminate the Plan at any time. No Options may be granted under the
Plan while the Plan is suspended or after it is terminated. 
 (b)     No Impairment of Rights.
Suspension or termination of the Plan shall not impair rights and obligations under any Option granted while the Plan is in effect except with the written consent of the Optionholder. 
 12.     EFFECTIVE DATE OF PLAN. 
 The Plan shall become effective on the IPO Date, but no Option shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board. 
  

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 13.     CHOICE OF LAW.

 The law of the state of California shall govern all questions concerning the construction, validity and interpretation
of this Plan, without regard to that state’s conflict of laws rules. 
 14.     DEFINITIONS. 

 As used in the Plan, the following definitions shall apply to the capitalized terms indicated below: 
 (a)     “Accountant” means the independent public accountants of the Company.

 (b)     “Affiliate” means, at the time of determination, any
“parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which “parent” or “subsidiary” status
is determined within the foregoing definition. 
 (c)     “Board” means
the Board of Directors of the Company. 
 (d)     “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Option after the Effective Date without the receipt of consideration by the Company
(through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or
other transaction not involving the receipt of consideration by the Company). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction “without the receipt of
consideration” by the Company. 
 (e)     “Change in Control” means
the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 
 (i)     any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then
outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company by an
investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or
(B) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other
acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company,
and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned
by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; 
  

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 (ii)     there is consummated a merger, consolidation or
similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or
indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such transaction; 
 (iii)     the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent
corporation; 
 (iv)     there is consummated a sale, lease, exclusive license or other
disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries
to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions relative to each other as their Ownership of the
outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or 
 (v)     individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members
of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new
member shall, for purposes of the Plan, be considered as a member of the Incumbent Board. 
 For avoidance of doubt, the term Change in
Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. 
 Notwithstanding the foregoing or any other provision of the Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the
Optionholder shall supersede the foregoing definition with respect to Options subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement,
the foregoing definition shall apply. 
 (f)     “Code” means the Internal
Revenue Code of 1986, as amended. 
 (g)     “Common Stock” means the
common stock of the Company. 
  

 12. 








 (h)    “Company” means Metropark USA,
Inc., a Delaware corporation. 
 (i)    “Consultant” means any person,
including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the Board of Directors of an Affiliate and is
compensated for such services. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan. 
 (j)    “Continuous Service” means that the Optionholder’s service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Optionholder renders service to the Company or an Affiliate as an Employee, Consultant or Director or a
change in the entity for which the Optionholder renders such service, provided that there is no interruption or termination of the Optionholder’s service with the Company or an Affiliate, shall not terminate an Optionholder’s Continuous
Service; provided, however, if the corporation for which an Optionholder is rendering service ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Optionholder’s Continuous Service shall be
considered to have terminated on the date such corporation ceases to qualify as an Affiliate. For example, a change in status from a Non-Employee Director of the Company to a Consultant of an Affiliate or an Employee of the Company will not
constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted
in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in an
Option only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Optionholder’s leave of absence. 
 (k)    “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the
following events: 
 (i)    a sale or other disposition of all or substantially all, as determined
by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 
 (ii)    a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; 
 (iii)    the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or 
 (iv)    the consummation of a merger, consolidation or similar transaction following which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property,
whether in the form of securities, cash or otherwise. 
 (l)    “Director”
means a member of the Board. 
  

 13. 








 (m)    “Disability” means, with
respect to a Optionholder, the inability of such Optionholder to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for
a continuous period of not less than 12 months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code. 
 (n)    “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be
considered an “Employee” for purposes of the Plan. 
 (o)    “Entity” means a corporation, partnership, limited liability company or other entity. 
 (p)    “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (q)    “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the
Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the
Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

 (r)    “Fair Market Value” means, as of any date, the value of the
Common Stock determined as follows: 
 (i)    If the Common Stock is listed on any established
stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock as quoted on such exchange (or the exchange or market with the greatest volume of trading in the
Common Stock) on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date
of determination, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 
 (ii)    In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith and in a manner that complies with Section 409A of the
Code. 
 (s)    “Initial Grant” means an Option granted to a Non-Employee
Director who meets the specified criteria pursuant to Section 0. 
  

 14. 








 (t)    “IPO Date” means the date of
the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering. 
 (u)    “Non-Employee Director” means a Director who is not an Employee. 
 (v)    “Nonstatutory Stock Option” means an Option not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
 (w)    “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

(x)    “Option” means a Nonstatutory Stock Option granted pursuant to the Plan.

 (y)    “Option Agreement” means a written agreement between the Company
and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 
 (z)    “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an
outstanding Option. 
 (aa)    “Own,” “Owned,”
“Owner,” “Ownership” A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such
person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 

(bb)    “Plan” means this Metropark USA, Inc. 2008 Non-Employee Directors’
Stock Option Plan. 
 (cc)    “Rule 16b-3” means Rule 16b-3 promulgated
under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. 
 (dd)    “Securities Act” means the Securities Act of 1933, as amended. 
 (ee)    “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power
to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is
at the time, directly or indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty
percent (50%). 
  

 15. 








 METROPARK USA, INC. 
 2008 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN

 STOCK OPTION AGREEMENT 
 (NONSTATUTORY STOCK OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Metropark USA, Inc. (the “Company”) has granted you an option under its 2008
Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined
terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 
 The details of your option are as follows: 
 1.    VESTING.
Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Additionally, in the event that you are required to resign your
position as a Non-Employee Director as a condition of a Change in Control, or are removed from your position as a Non-Employee Director in connection with a Change in Control, your option shall become fully vested and exercisable immediately prior
to the effectiveness of such resignation or removal (and contingent upon the effectiveness of such Change in Control). 
 2.    NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and
your exercise price per share referenced in your Grant Notice may be adjusted from time to time for any Capitalization Adjustment, as provided in the Plan. 
 3.    METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of
your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following: 
 (a)    In the Company’s sole discretion at the time your option is exercised and provided that at the time
of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock,
results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 
 (b)    Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in
The Wall Street Journal, by delivery of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire,
directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole
discretion of the Company at the time you exercise your option, shall include 








 
delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you
may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 
 4.    WHOLE SHARES. You may exercise your option only for whole
shares of Common Stock. 
 5.    SECURITIES LAW
COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or,
if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option must also comply with other
applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 
 6.    TERM. You may not exercise your option before the commencement of its term
or after its term expires. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 
 (a)    three (3) months after the termination of your Continuous Service for any reason other than your Disability or death (or in connection with a Change in Control as provided in subsection
(b) below), provided that if during any part of such three- (3-) month period your option is not exercisable solely because of the condition set forth in the preceding paragraph relating to “Securities Law Compliance,” your option
shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; 
 (b)    twelve (12) months after the termination of your Continuous Service in connection with a Change in
Control where all of the unvested shares subject to your option become fully vested and exercisable immediately prior to the effective date of such Change in Control in accordance with the provisions of Section 1 above; 
 (c)    twelve (12) months after the termination of your Continuous Service due to your Disability;

 (d)    eighteen (18) months after your death if you die either during your Continuous
Service or within three (3) months after your Continuous Service terminates; 
 (e)    the
Expiration Date indicated in your Grant Notice; or 
 (f)    the day before the tenth
(10th) anniversary of the Date of Grant. 
 Notwithstanding the foregoing, if the sale of the Common Stock received upon
exercise of the Option following the termination of your Continuous Service would violate the Company’s insider trading policy, then the Option shall terminate on the earlier of: (i) the expiration of a period equal to the post-termination
exercise period described in Section 6(a)-(d) above after the termination of 








 
your Continuous Service during which the exercise of the Option would not be in violation of the Company’s insider trading policy, (ii) the
Expiration Date indicated in your Grant Notice; or (iii) the day before the tenth (10th) anniversary of the Date of Grant. 
 7.    EXERCISE. 
 (a)    You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the
Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. 
 (b)    By exercising your option you agree that, as a condition to any exercise of your option, the Company
may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of
forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise. 
 8.    TRANSFERABILITY. Your option is transferable only by will or by the laws of descent and distribution and is exercisable only by you
during your lifetime. However, you may transfer your option for no consideration subject to the written consent of the Board if, at the time of transfer, a Form S-8 registration statement under the Securities Act is available for the issuance of
shares by the Company upon the exercise of such transferred option. Any such transfer is subject to such limits as the Board may establish, and subject to the transferee agreeing to remain subject to all the terms and conditions applicable to your
option prior to such transfer. The forgoing right to transfer your option shall apply to the right to consent to amendments to the Option Agreement for such option. In addition, until you transfers the option, you may, by delivering written notice
to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. 
 9.    OPTION NOT A SERVICE
CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an
Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective shareholders, Boards of Directors, Officers or Employees to continue any
relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
 10.    WITHHOLDING OBLIGATIONS. 
 (a)    At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and
otherwise agree to make adequate provision as directed by the Company (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as 








 
promulgated by the Federal Reserve Board to the extent directed by the Company), for any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or an Affiliate, if any, which arise in connection with your option. 
 (b)    The Company may, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, withhold from fully vested shares of Common Stock otherwise issuable to you upon the
exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to
you arising in connection with such share withholding procedure shall be your sole responsibility. 
 (c)    You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though
your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein. 
 11.    PARACHUTE PAYMENTS. 
 (a)    If any payment or benefit you would receive pursuant to a Change in Control from the Company or
otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the
Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the
highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits
constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless you elect in writing a different order (provided, however, that such election shall be
subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; cancellation of accelerated vesting of Stock Awards; reduction of employee benefits. In the event that
acceleration of vesting of Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of your Stock Awards (i.e., earliest granted Stock Award cancelled last) unless you elect
in writing a different order for cancellation. 
 (b)    The accounting firm engaged by the
Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such
accounting firm required to be made hereunder. 







 (c)    The accounting firm engaged to make the determinations
hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you
or the Company) or such other time as requested by you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and
the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the
Company, except as specified below. 
 (d)    If, notwithstanding any reduction described in this
Section 11, the IRS determines that you are liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then you shall be obligated to pay back to the Company, within thirty (30) days after a final
IRS determination or in the event that you challenge the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall
be the smallest such amount, if any, as shall be required to be paid to the Company so that your net after-tax proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes
imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in your net after-tax proceeds with respect to the payment of such
benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay the Excise Tax. 
 (e)    Notwithstanding any other provision of this Section 11, if (i) there is a reduction in the payment of benefits as described in this Section 11, (ii) the IRS later determines that you are
liable for the Excise Tax, the payment of which would result in the maximization of your net after-tax proceeds (calculated as if your benefits had not previously been reduced), and (iii) you pay the Excise Tax, then the Company shall pay to
you those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after you pay the Excise Tax so that your net after-tax proceeds with respect to the payment of benefits is maximized.

 12.    NOTICES. Any notices provided for in your option or the
Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at
the last address you provided to the Company. 
 13.    GOVERNING PLAN
DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 







 METROPARK USA, INC. 
 2008 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN

 INITIAL GRANT NOTICE 
 Metropark USA, Inc. (the “Company”), pursuant to its 2008 Non-Employee Directors’ Stock Option Plan (the “Plan”), hereby grants to
Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of
Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

					
	 Optionholder:
	  	                                        
                     
	  	
	 Date of Grant:
	  	                                        
                     
	  	
	 Vesting Commencement Date:
	  	                                        
                     
	  	
	 Number of Shares Subject to Option:
	  	 100,000                                      
         
	  	
	 Exercise Price (Per Share):
	  	                                        
                     
	  	
	 Total Exercise Price:
	  	                                        
                     
	  	
	 Expiration Date:
	  	                                        
                     
	  	

  

			
	 Type of Grant:
	  	 Nonstatutory Stock Option

		
	 Exercise Schedule:
	  	 Same as Vesting Schedule 

		
	 Vesting Schedule:
	  	 In twenty (20) equal quarterly installments over the five (5) year period commencing on the Date of Grant, such that one installment vests at the expiration of each three (3)
month period following the Date of Grant.

		
	 Payment:
	  	 By one or a combination of the following items (described in the Option Agreement):

		
		  	 x By cash or check

		  	 x Pursuant to a Regulation T Program if the Shares are publicly traded

		  	 x By delivery of already-owned shares if the Shares are publicly traded


 Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of,
and understands and agrees to, this Option Grant Notice, the Option Agreement, and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Option Grant Notice, the Option Agreement, and the Plan set forth the entire
understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to
Optionholder under the Plan, and (ii) the following agreements only: 
  

			
	 OTHER AGREEMENTS:
	  	                                        
                                         
                                         
    

		  	                                        
                                         
                                         
    


  

									
	 METROPARK USA, INC.
	 		 		 	 OPTIONHOLDER:

				
	 By:
	  	  
	 		 	  

		  	Signature	 		 		 	Signature
	 Title:
	  	  
	 		 	 Date:
	 	  

	 Date:
	  	  
	 		 		 	

 ATTACHMENTS: Option Agreement, 2008 Non-Employee
Directors’ Stock Option Plan, and Notice of Exercise 







 ATTACHMENT I 
 OPTION AGREEMENT 
  







 ATTACHMENT II 
 2008 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN 
  







 ATTACHMENT III 
 NOTICE OF EXERCISE