exv10w8wi






Exhibit 10.8.I




	 	 	 

	Non-Statutory Stock Option Agreement

	 	Bluestem Brands, Inc.

ID: 61-1425164 

6509 Flying Cloud Drive

Eden Prairie, MN 55344






	 	 	 	 	 	 	 

	%%FIRST_NAME%-%
 %%MIDDLE_NAME%-%
	 	Grant Number:
	 	%%OPTION_NUMBER%-%

	%%LAST_NAME%-%

	 	Plan:
	 	%%EQUITY_PLAN%-%

	%%ADDRESS_LINE1%-%

	 	ID:
	 	%%EMPLOYEE_IDENTIFIER%-%

	%%ADDRESS_LINE2%-%
	 	 	 	 		 
	%%CITY%-%, %%STATE%-% %%COUNTRY%-%
	 	 	 	 	 	 
	 %%ZIPCODE%-%
	 	 	 	 	 	 
		 	 	 	 	 	 





Bluestem Brands, Inc. (the “Company”) grants you a Non-Statutory Stock Option to purchase
%%TOTAL_SHARES_GRANTED,’999,999,999’%-% shares of the Company’s common stock (the “Option Shares”)
under the Company’s 2011 Long-Term Incentive Plan (the “Plan”), as follows:




	 	 	 

	Date of Grant:

	 	%%OPTION_DATE,‘MM/DD/YYYY’%-%
	Exercise Price Per Share:

	 	%%OPTION_PRICE,‘$999,999,999.9999’%-%
	Total Number of Shares Granted:

	 	%%TOTAL_SHARES_GRANTED,‘999,999,999’%-%
	Total Exercise Price:

	 	%%TOTAL_OPTION_PRICE,‘$999,999,999.99’%-%
	Type of Option:

	 	%%OPTION_TYPE_LONG%-%
	Expiration Date of Option:

	 	%%EXPIRE_DATE_PERIOD1,‘MM/DD/YYYY’%-%





This Option will vest and become exercisable as shown on each date below:




	 	 	 
	Option Shares	 	Vesting Date
	%%SHARES_PERIOD 1, ‘999,999,999’%-%

	 	%%VEST_DATE_PERIOD 1, ‘MM/DD/YYY’%-%
	%%SHARES_PERIOD 2, ‘999,999,999’%-%

	 	%%VEST_DATE_PERIOD 2, ‘MM/DD/YYY’%-%
	%%SHARES_PERIOD 3, ‘999,999,999’%-%

	 	%%VEST_DATE_PERIOD 3, ‘MM/DD/YYY’%-%
	%%SHARES_PERIOD 4, ‘999,999,999’%-%

	 	%%VEST_DATE_PERIOD 4, ‘MM/DD/YYY’%-%





By your online acceptance of this grant, you agree to all of the terms and conditions contained in
this Agreement (consisting of this cover page and the Option Terms and Conditions on the following
pages) and in the Plan document, a copy of which has been made available to you online. You
acknowledge that you have reviewed these documents and that they set forth the entire agreement
between you and the Company regarding your right to purchase the Option Shares. You also
acknowledge that you have reviewed the copy of the Plan’s Information Statement made available to
you online.


















 








Bluestem Brands, Inc.

2011 Long-Term Incentive Plan




Option Terms and Conditions


Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the
Plan as it currently exists or as it is amended in the future.





	1.	 	Grant of Option. The grant of this Option to you is effective as of the Date of
Grant specified on the cover page of this Agreement, and the Option will expire on the
Expiration Date of Option specified on the cover page of this Agreement, unless an earlier
expiration date occurs as provided in Section 3 below. This Option is not intended to be an
“incentive stock option” within the meaning of Section 422 of the Internal Revenue Code and
will be interpreted accordingly.
	 
	2.	 	Vesting and Exercise Schedule. This Option will vest and become exercisable as to
the number of Option Shares and on the dates specified on the cover page of this Agreement, so
long as your Service to the Company and its Affiliates does not end. The vesting schedule is
cumulative, meaning that to the extent the Option has not already been exercised and has not
expired, terminated or been cancelled, you or the person otherwise entitled to exercise the
Option as provided in this Agreement may at any time during the Option term purchase all or
any portion of the Option Shares that are then vested and exercisable under that schedule.
	 
	 	 	Vesting and exercisability of this Option may be accelerated or continued during the term of
the Option under certain circumstances in connection with your termination of Service, as
described in Section 6(e) of the Plan, in connection with certain transactions affecting the
Company, including a Change in Control, as described in Sections 12(b), (c) and (d) of the
Plan, and at the discretion of the Committee in accordance with Section 3(b)(2) of the Plan.
	 
	3.	 	Expiration. This Option will expire and will no longer be exercisable at 5:00 p.m.
Central Time on the earliest of:






	 	(a)	 	The Expiration Date of Option;
	 
	 	(b)	 	Upon your termination of Service for Cause;
	 
	 	(c)	 	Upon the expiration of any period during which this Option may be exercised
after your termination of Service, as specified in Sections 6(e), 12(b)(4) and 12(c) of
the Plan; or
	 
	 	(d)	 	The date (if any) fixed for termination or cancellation of this Option pursuant
to Section 16 below or in connection with certain transactions affecting the Company,
as described in Sections 12(b)(2), 12(b)(3), 12(c) or 12(d) of the Plan.






	4.	 	Service Requirement. Except as may otherwise be provided in accordance with Sections
6(e), 12(b)(4) or 12(c) of the Plan, this Option may be exercised only while you continue to
provide Service to the Company or any Affiliate, and only if you have continuously provided
such Service since the Grant Date of this Option.




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	5.	 	Exercise of Option. Subject to Section 4, the vested and exercisable portion of this
Option may be exercised by delivering written or electronic notice of exercise (in a form
approved by the Committee) to the Company at the principal executive office of the Company, to
the attention of the Chief Financial Officer or the party designated by such officer (which
written or electronic notice will state the number of Option Shares to be purchased, provide
delivery instructions for the Shares and must be signed or otherwise authenticated by the
person exercising this Option), or by such other means as the Board or Committee may approve.
If the person exercising this Option is not the Participant, he/she also must submit proof
satisfactory to the Company of his/her right to exercise this Option.
	 
	6.	 	Payment of Exercise Price. When you submit your notice of exercise, you must include
payment of the purchase price of the Option Shares being purchased (determined by multiplying
the number of Option Shares to be purchased by the Exercise Price Per Share specified on the
cover page of this Agreement) through one or a combination of the following methods:






	 	(a)	 	cash (including personal check, money order or a cashier’s or certified check);
	 
	 	(b)	 	to the extent permitted by law, a broker-assisted cashless exercise in which
you irrevocably instruct a broker to deliver proceeds of a sale of all or a portion of
the Shares for which the Option is being exercised (or proceeds of a loan secured by
such Shares) to the Company in payment of the purchase price of such Shares;
	 
	 	(c)	 	by delivery to the Company or its designated agent of unencumbered Shares
having an aggregate Fair Market Value on the date of exercise equal to the purchase
price of the Option Shares for which the Option is being exercised; or
	 
	 	(d)	 	by a reduction in the number of Option Shares to be delivered to you upon
exercise, such number of Shares to be withheld having an aggregate Fair Market Value on
the date of exercise equal to the purchase price of the Option Shares for which the
Option is being exercised.






	 	 	However, if the Committee determines, in any given circumstance, that payment of the
exercise price with Shares or by authorizing the Company to retain Option Shares is
undesirable for any reason, you will not be permitted to pay any portion of the exercise
price in that manner.
	 
	7.	 	Withholding Taxes. You may not exercise this Option in whole or in part unless you
make arrangements acceptable to the Company for payment of any federal, state, local or
foreign withholding taxes that may be due as a result of the exercise of this Option. You
hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts
payable to you any sums required to satisfy such withholding tax obligations, and otherwise
agree to satisfy such obligations in accordance with the provisions of Section 14 of the Plan.
If you wish to satisfy some or all of such withholding tax obligations by delivering Shares
you already own or by having the Company retain a portion of the Option Shares being acquired
upon exercise of the Option, you must make such a request which shall be subject to approval
by the




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	 	 	Company. Delivery of Shares upon exercise of this Option is subject to the satisfaction of
applicable withholding tax obligations.
	 
	8.	 	Delivery of Shares. As soon as practicable after the Company receives the exercise
notice and payment of the exercise price as provided above, and determined that all conditions
to exercise and delivery of the Option Shares, including Section 7 of this Agreement and
Section 18(c) of the Plan, have been satisfied, it will arrange for the delivery of the Shares
being purchased in accordance with the delivery instructions related to such notice. The
Company will pay any original issue or transfer taxes with respect to the issue or transfer of
the Shares, but you will be responsible for any brokerage fees, commissions or expenses
incurred in connection with the receipt, holding or sale of any Option Shares. All Shares so
issued will be fully paid and nonassessable. The Company will not be required to issue or
deliver any Shares prior to the completion of any registration or other qualification of such
Shares under any state or federal law, rule or regulation as the Company may determine to be
necessary or desirable.
	 
	9.	 	Transfer of Option. During your lifetime, only you (or your guardian or legal
representative in the event of legal incapacity) may exercise this Option, except in the case
of a permitted transfer described below. You may not assign or transfer this Option other
than (i) by will or the laws of descent and distribution, (ii) pursuant to a qualified
domestic relations order, or (iii) by gift to any “family member” (as defined in General
Instruction A(5) to Form S-8 under the Securities Act of 1933). Following any such transfer,
this Option, when held by any such permitted transferee, shall continue to be subject to the
same terms and conditions that were applicable to this Option immediately prior to its
transfer and may be exercised by such permitted transferee as and to the extent that this
Option has become exercisable and has not terminated in accordance with the provisions of the
Plan and this Agreement.
	 
	10.	 	No Shareholder Rights Before Exercise. Neither you nor any permitted transferee of
this Option will have any of the rights of a shareholder of the Company with respect to any
Option Shares until a certificate evidencing such Shares has been issued (or an appropriate
book entry in the Company’s stock register has been made). No adjustments shall be made for
dividends or other rights if the applicable record date occurs before your stock certificate
has been issued (or an appropriate book entry has been made), except as otherwise described in
the Plan.
	 
	11.	 	Discontinuance of Service. This Agreement does not give you a right to continued
Service with the Company or its Affiliates, and the Company or any of its Affiliates may
terminate your Service at any time and otherwise deal with you without regard to the effect it
may have upon you under this Agreement.
	 
	12.	 	Governing Plan Document. This Option and Agreement are subject to all the provisions
of the Plan, and to all interpretations, rules and regulations which may, from time to time,
be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict
between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.
	 
	13.	 	Choice of Law. This Agreement will be interpreted and enforced under the laws of the
state of Minnesota (without regard to its conflicts or choice of law principles).




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	14.	 	Binding Effect. This Agreement will be binding in all respects on your heirs,
representatives, successors and assigns, and on the successors and assigns of the Company.
	 
	15.	 	Non-Solicitation. You agree that during the period of your Service with the Company
or any of its Affiliates and for the one-year period immediately following termination of such
Service for any reason, you shall not (i) directly or indirectly, engage in the recruiting,
soliciting or inducing of any non-clerical employee or employees of the Company or its
Affiliates to terminate their employment with, or otherwise cease their relationship with the
Company or any of its Affiliates, or in hiring or assisting another person or entity to hire
any non-clerical employee of the Company or any of its Affiliates or any person who within six
months before had been a non-clerical employee of the Company or any of its Affiliates and was
recruited or solicited for such employment or other retention while an employee of the Company
(other than any of the foregoing activities engaged in with the prior written approval of the
Company); or (ii) directly or indirectly solicit, induce or encourage or attempt to persuade
any agent, supplier or customer of the Company or any Affiliate to terminate such agency or
business relationship.
	 
	16.	 	Forfeiture. You agree that during the period of your Service with the Company or any
of its Affiliates and for the one-year period immediately following termination of such
Service for any reason, if you (i) breach any term or condition contained in Section 15, (ii)
materially breach the Company’s Code of Ethics and Business Conduct, or (iii) breach any
nondisclosure, non-competition or similar obligation owed to the Company or any Affiliate,
then in addition to all rights and remedies available to the Company at law and in equity,
this Option will be immediately cancelled and all vested and unexercised Option Shares shall
be forfeited. The Company may also recapture from you the difference between the exercise
price and the Fair Market Value on the date of exercise of any Option Shares received in
connection with any exercise of this Option on or after the date which is twelve months prior
to the date of termination of your Service. You will promptly pay the full amount due upon
demand by the Company, in the form of cash or Shares at their current Fair Market Value.




By accepting this Option and Agreement, you agree to all the terms of this Agreement and the Plan
document.





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