Exhibit 10.2


FRANCESCA’S HOLDINGS CORPORATION

2015 EQUITY INCENTIVE PLAN


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS NONQUALIFIED STOCK OPTION
AGREEMENT (this “Option Agreement”) dated                          by
and between Francesca’s Holdings Corporation, a Delaware corporation (the “Corporation”), and                          (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by
the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.


 





	Number of Shares of Common Stock:1                              	Award Date:                                                  
	 	 
	Exercise Price per Share:1                  $                               	Expiration Date:1,2                                                
	 	 
	Vesting1,2 The Option shall become vested as to 1/5 of the total number of shares of Common Stock subject to the Option on each of the first, second, third, fourth and fifth anniversaries of the Award Date.











 





The Option is granted under the Francesca’s
Holdings Corporation 2015 Equity Incentive Plan (the “Plan”) and subject to the Terms and Conditions of Nonqualified
Stock Option (the “Terms”) attached to this Option Agreement (incorporated herein by this reference) and to
the Plan. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Grantee. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the
terms of the Option set forth herein. The Grantee acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for
the Plan.


 





	“GRANTEE”	 	FRANCESCA’S HOLDINGS
    CORPORATION
	 	 	a Delaware corporation
	 	 	 
	Signature 	 	 
	 	 	By:	 
	 	 	 
	Print Name	 	Print Name:	 
	 	 	 
		 	Title:	 







 


CONSENT OF SPOUSE


 


In consideration of the Corporation’s
execution of this Option Agreement, the undersigned spouse of the Grantee agrees to be bound by all of the terms and provisions
hereof and of the Plan.


 


	 	 	 	 
	Signature of Spouse	 	Date








 


 






1
Subject to adjustment under Section 7.1 of the Plan.


2
Subject to early termination under Section 4 of the Terms and Section 7.2 of the Plan.







 




    	 	 	 



     


    

 


TERMS AND CONDITIONS
OF NONQUALIFIED STOCK OPTION


 


		1.	Vesting; Limits on Exercise; Incentive Stock Option Status.



 


The Option shall vest and become exercisable
in percentage installments of the aggregate number of shares subject to the Option as set forth on the cover page of this Option
Agreement. The Option may be exercised only to the extent the Option is vested and exercisable.


 


		·	Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise
the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination
of the Option.



 


		·	No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.



 


		·	Minimum Exercise. No fewer than 100 shares of Common Stock (subject to adjustment under Section 7.1 of the Plan) may
be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.



 


		·	Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock
option within the meaning of Section 422 of the Code.



 


		2.	Continuance of Employment/Service Required; No Employment/Service Commitment.



 


The vesting schedule applicable to the Option
requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment
of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting
period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination
of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan.


 


Nothing contained in this Option Agreement
or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the
Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers
upon the Grantee any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with
the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the
Corporation or any Subsidiary to increase or decrease the Grantee’s other compensation.


 


		3.	Method of Exercise of Option.



 


The Option shall be exercisable by the delivery
to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise
procedures as the Administrator may implement from time to time) of:


 




    	 	 	 



     


    

 


		·	a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of
such other administrative exercise procedures as the Administrator may require from time to time,



 


		·	payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the
Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject
to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee,
valued at their fair market value (as determined under the Plan) on the exercise date;



 


		·	any written statements or agreements required pursuant to Section 8.1 of the Plan; and



 


		·	satisfaction of the tax withholding provisions of Section 8.5 of the Plan.



 


The Administrator also may, but is not required to, authorize
a non-cash payment alternative pursuant to the terms of the Plan.


 


		4.	Early Termination of Option.



 


4.1     Expiration Date. Subject to
earlier termination as provided below in this Section 4, the Option will terminate on the “Expiration Date” set forth
on the cover page of this Option Agreement (the “Expiration Date”).


 


4.2     Possible Termination of Option
upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events as provided
in Section 7.2 of the Plan.


 


4.3    Termination of Option upon a Termination
of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant
to Section 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary,
the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary
is referred to as the Grantee’s “Departure Date”):


 


		·	other than as expressly provided below in this Section 4.3, (a) the Grantee will have until the date that is 3 months after
his or her Departure Date to exercise the Option (or portion thereof) to the extent that it was vested on the Departure Date, (b)
the Option, to the extent not vested on the Departure Date, shall terminate on the Departure Date, and (c) the Option, to the extent
exercisable for the 3-month period following the Departure Date and not exercised during such period, shall terminate at
the close of business on the last day of the 3-month period;





    	 	 	 



     


    

 


		·	if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability
(as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date
that is 12 months after the Grantee’s Departure Date to exercise the Option (or portion thereof) to the extent that it was
vested on the Departure Date, (b) the Option, to the extent not vested on the Departure Date, shall terminate on the Departure
Date, and (c) the Option, to the extent exercisable for the 12-month period following the Departure Date and not exercised during
such period, shall terminate at the close of business on the last day of the 12-month period;



 


		·	if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below),
the Option (whether vested or not) shall terminate on the Departure Date.



 


For purposes of the Option, “Total
Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code
or as otherwise determined by the Administrator).


 


For purposes of the Option, “Cause”
means that the Grantee:


 


		(1)	has been negligent in the discharge of his or her duties to the Corporation or any of its Subsidiaries, has refused to perform
stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing
those duties;



 


		(2)	has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized
disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary
duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Corporation, any of its Subsidiaries
or any affiliate of the Corporation or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor
traffic violations or similar offenses);



 


		(3)	has materially breached any of the provisions of any agreement with the Corporation, any of its Subsidiaries or any affiliate
of the Corporation or any of its Subsidiaries; or



 


		(4)	has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business
or assets of, the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; has improperly
induced a vendor or customer to break or terminate any contract with the Corporation, any of its Subsidiaries or any affiliate
of the Corporation or any of its Subsidiaries; or has induced a principal for whom the Corporation, any of its Subsidiaries or
any affiliate of the Corporation or any of its Subsidiaries acts as agent to terminate such agency relationship.



 


In all events the Option is subject to earlier
termination on the Expiration Date of the Option or as contemplated by Section 4.2. The Administrator shall be the sole judge of
whether the Grantee continues to render employment or services for purposes of this Option Agreement.


 




    	 	 	 



     


    

 


		5.	Non-Transferability.



 


The Option and any other rights of the Grantee
under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section
5.7 of the Plan.


 


		6.	Notices.



 


Any notice to be given under the terms of
this Option Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary,
and to the Grantee at the address last reflected on the Corporation’s payroll records, or at such other address as either
party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly
sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid)
in a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only
when received, but if the Grantee is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given
five business days after the date mailed in accordance with the foregoing provisions of this Section 6.


 


		7.	Plan.



 


The Option and all rights of the Grantee
under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee
agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Grantee acknowledges having
read and understanding the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in
other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator
do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise
in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under
the Plan after the date hereof.


 


		8.	Entire Agreement.



 


This Option Agreement (including these Terms)
and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of
the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6
of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive
any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but
no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision
hereof.


 


		9.	Governing Law.



 


This Option Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles
thereunder.




    	 	 	 



     


    

 


		10.	Effect of this Agreement.



 


Subject to the Corporation’s right
to terminate the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure
to the benefit of any successor or successors to the Corporation.


 


		11.	Counterparts.



 


This Option Agreement may be executed simultaneously
in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the
same instrument.


 


		12.	Section Headings.



 


The section headings of this Option Agreement
are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.


 


		13.	Waiver of Jury Trial.



 


EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST OUT OF OR RELATING TO THE PLAN OR THIS OPTION AGREEMENT
(INCLUDING THESE TERMS).