EX-10.22



 EXHIBIT 10.22 

PARTY CITY HOLDCO INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM 

Effective as of the initial public offering (the “IPO”) of the common stock of Party City Holdco Inc. (the
“Company”), each individual who provides services to the Company as a director, other than a director who is employed by the Company or a subsidiary or who is affiliated with Thomas H. Lee Partners, L.P. or Advent International
Corporation, or an affiliate of either (a “Non-Employee Director”), shall be entitled to receive the following amounts of compensation: 
  

			
	 Type of

Compensation
	  	 Amount and

Form of Payment

		
	Annual cash retainer	  	$70,000 (payable in arrears on a quarterly basis)
		
	Equity retainer	  	 Annual grant of stock options with an aggregate exercise price, which will be equal to the aggregate fair market value of the shares of the
Company’s common stock underlying the options on the date of grant (as determined below), of $70,000 (with the number of stock options actually granted to be based on the closing price of the Company’s common stock on the NYSE on the grant
date, rounded down to the nearest whole share); such stock options to be granted at the time of the Company’s annual meeting of stockholders and to vest in full on the earliest of the first anniversary of the date of grant, the termination of
the Non-Employee Director’s service due to his or her death or a Change in Control (as defined in the applicable stock option agreement), subject, in each case, to the director’s continued service as a member of the board of directors of
the Company through such date.
  
 Following the IPO, a Non-Employee Director whose
appointment or election to the board of directors of the Company is effective at a time other than the Company’s annual meeting of stockholders will receive a grant of stock options upon his or her appointment or election, as applicable, with
respect to a number of shares of the Company’s common stock that is determined on the same basis as described above, but pro-rated by multiplying the number of stock options that










			
			 would otherwise be granted by a fraction, (i) the numerator of which is the number of days from such appointment or election until the first
anniversary of the annual meeting of stockholders that immediately preceded such appointment or election, and (ii) the denominator of which is 365, and then rounding down the number of options granted to the nearest whole number. Such stock options
vest on the same basis as is described above.
  

	Additional annual cash retainer for audit committee chair		$15,000 (payable in arrears on a quarterly basis and in lieu of separate cash retainer for serving as audit committee member)
		
	Additional annual cash retainer for compensation committee chair and nominating and governance committee chair		$10,000 (payable in arrears on a quarterly basis)

 In addition, Non-Employee Directors will be reimbursed by the Company for reasonable and customary expenses
incurred in connection with attendance at board of director and committee meetings, in accordance with the Company’s policies as in effect from time to time. 

For the avoidance of doubt, directors who are employees of the Company or one of its subsidiaries, or who are affiliated with Thomas H. Lee
Partners, L.P. or Advent International Corporation, or an affiliate of either, will not receive compensation for their service as a director, other than reimbursement for reasonable and customary expenses incurred in connection with attendance at
board of director and committee meetings, in accordance with the Company’s policies as in effect from time to time. 
 To the extent
permitted by applicable Company plan terms, Non-Employee Directors may elect to defer their annual cash retainers in accordance with the terms and provisions of the Company’s nonqualified deferred compensation plan, as such plan may be in
effect from time to time, or such other program (if any) as is maintained by the Company. 
 This Non-Employee Director Compensation Program
may be amended or terminated by the board of directors of the Company (or the compensation committee thereof) at any time.