Form of Restricted Stock Unit Award Grant Notice



 Exhibit 10.8 
 CHARLOTTE RUSSE HOLDING, INC. 
 RESTRICTED STOCK UNIT AWARD GRANT NOTICE 
 (1999 EQUITY INCENTIVE PLAN) 
 Charlotte Russe Holding, Inc. (the
“Company”), pursuant to its 1999 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award as set forth below (the “Award”). The Award is
subject to all of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Award Agreement, both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Plan or the Restricted Stock Unit Award Agreement. The Award is intended to be a Deferred Stock Award described in Section 6.4 of the Plan. In the event of any conflict between the terms in the Award and
the Plan, the terms of the Plan shall control. 
  

			
	Participant:	  	____________________________________
	Date of Grant:	  	____________________________________
	Vesting Commencement Date:	  	____________________________________
	Number of Shares Subject to Award:	  	____________________________________
	Consideration:	  	Participant’s Services

  

			
	Vesting Schedule:	  	__________________________________________________________________. In addition, the vesting of the Award may immediately accelerate as provided in Section 2(b) of the Restricted Stock Unit
Award Agreement.
		
	Issuance Schedule:	  	Delivery of one share of Stock for each Restricted Stock Unit that vests shall occur in accordance with the issuance schedule set forth in Section 6 of the Restricted Stock Unit Award
Agreement.

 Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and
agrees to, this Restricted Stock Unit Award Grant Notice, the Restricted Stock Unit Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Award Grant Notice, the Restricted Stock Unit
Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersedes all prior oral and written agreements on that subject. 
  

									
	CHARLOTTE RUSSE HOLDING, INC.	 		 	PARTICIPANT:
				
	By:	 	 	 		 	 
		 	Signature	 		 		 	Signature
		 		 		 		 	
	Title:	 	 	 		 	Date:	 	 
					
	Date:	 	 	 		 		 	

 ATTACHMENTS:         Restricted Stock
Unit Award Agreement, 1999 Equity Incentive Plan 







 CHARLOTTE RUSSE HOLDING, INC.

 1999 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 
 Pursuant to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement and in
consideration of your services, Charlotte Russe Holding, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its 1999 Equity Incentive Plan (the
“Plan”). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. This Restricted Stock Unit Award Agreement shall be deemed to be agreed to by the Company and you upon the
signing by you of the Restricted Stock Unit Award Grant Notice to which it is attached. Defined terms not explicitly defined in this Restricted Stock Unit Award Agreement shall have the same meanings given to them in the Plan. In the event of any
conflict between the terms in this Restricted Stock Unit Award Agreement and the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows. 
 1. GRANT OF THE AWARD. This Award represents the right to be issued on a future date
the number of shares of the Company’s Stock equal to the number of Restricted Stock Units indicated in the Grant Notice. This Award was granted in consideration of your services to the Company. Except as otherwise provided herein, you will not
be required to make any payment to the Company (other than past and future services to the Company) with respect to your receipt of the Award, the vesting of the Restricted Stock Units or the delivery of Stock. 
 2. VESTING. 
 (a) In General. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease in the event of your Status Change.
Upon such Status Change, the Restricted Stock Units that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such Restricted Stock Units.

 (b) Vesting Acceleration. Notwithstanding the foregoing, upon a Change of Control that occurs prior to any Status
Change, then the Award will immediately vest in full. 
 3. NUMBER OF RESTRICTED
STOCK UNITS. 
 (a) The number of Restricted Stock Units subject to your Award (and
the corresponding number of shares of Company Stock issuable at a future date) may be adjusted from time to time to reflect changes in the Company’s capital structure, as provided in Section 8.6 of the Plan. 
 (b) No fractional Restricted Stock Units shall be created and the Board shall, in its discretion, determine an equivalent benefit
for any fractional Restricted Stock Units that might be created by such adjustments. 







 4. SECURITIES LAW COMPLIANCE. You may not be issued
any shares of Company Stock in respect of your Award unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the
Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and
regulations. 
 5. LIMITATIONS ON TRANSFER. Your Award is not transferable, except by
will or by the laws of descent and distribution. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the shares
of Stock that may be issued to you in respect of the Award until the shares are issued to you in accordance with Section 6 of this Agreement. After the shares have been issued to you, you are free to assign, hypothecate, donate, encumber or
otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein and applicable securities laws. Notwithstanding the foregoing, by delivering written notice to the Company, in a form
satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Stock to which you were entitled at the time of your death pursuant to this Agreement.

 6. DATE OF ISSUANCE. 
 (a) The Company will deliver to you a number of shares of the Company’s Stock equal to the number of vested Restricted Stock
Units subject to your Award on the applicable vesting date(s). However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day. 
 (b) Notwithstanding the foregoing, in the event that (i) you are subject to the Company’s policy permitting officers and
directors to sell shares only during certain “window” periods, in effect from time to time or you are otherwise prohibited from selling shares of the Company’s Stock in the public market and any shares in respect of your Award are
scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to you, as determined by the Company in accordance with such policy, or does not
occur on a date when you are otherwise permitted to sell shares of the Company’s Stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from your distribution, then such
shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to you pursuant to such policy (regardless of whether you are
still providing continuous services at such time) or the next business day when you are not prohibited from selling shares of the Company’s Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar
month of the calendar year following the calendar year in which the Original Distribution Date occurs. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.








 7. DIVIDENDS. You shall receive no benefit or adjustment to your Award with respect
to any cash dividend, stock dividend or other distribution that does not result from a capitalization adjustment as provided in Section 8.6 of the Plan; provided, however, that this sentence shall not apply with respect to any shares of Stock
that are delivered to you in connection with your Award after such shares have been delivered to you. 
 8. RESTRICTIVE
LEGENDS. The shares issued under your Award shall be endorsed with appropriate legends determined by the Company. 
 9.
AWARD NOT A SERVICE CONTRACT. 
 (a)
Your employment with the Company or an affiliate is not for any specified term and may be terminated by you or by the Company or an affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this
Restricted Stock Unit Award Agreement (including, but not limited to, the vesting of your Award pursuant to the schedule set forth in Section 2 herein or the issuance of the shares in respect of your Award), the Plan or any covenant of good
faith and fair dealing that may be found implicit in this Restricted Stock Unit Award Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an affiliate;
(ii) constitute any promise or commitment by the Company or an affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation;
(iii) confer any right or benefit under this Restricted Stock Unit Award Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to
terminate you at will and without regard to any future vesting opportunity that you may have. 
 (b) By accepting this
Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to the schedule set forth in Section 2 is earned only by continuing as an employee, director or consultant at the will of the Company (not through the act
of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or affiliates at any time or from time to time, as it
deems appropriate (a “reorganization”). You further acknowledge and agree that such a reorganization could result in the termination of your service, or the termination of affiliate status of your employer and the loss of benefits
available to you under this Restricted Stock Unit Award Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Restricted Stock Unit Award Agreement, the
Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement
as an employee or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your service at any time, with or without cause and with or without
notice. 







 10. WITHHOLDING OBLIGATIONS. 
 (a) On or before the time you receive a distribution of the shares in respect of your Award, or at any time thereafter as requested
by the Company, you hereby authorize any required withholding from the Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations
of the Company or any affiliate which arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation
relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; or (iii) withholding
shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Stock are issued to pursuant to Section 6) equal to the amount of such
Withholding Taxes; provided, however, that the number of such shares of Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for
federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. 
 (b) Unless the tax withholding obligations of the Company and/or any affiliate are satisfied, the Company shall have no obligation to deliver to you any Stock. 
 (c) In the event the Company’s obligation to withhold arises prior to the delivery to you of Stock or it is determined after
the delivery of Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the
proper amount. 
 11. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award,
you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with
respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing
contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 
 12. OTHER DOCUMENTS. You hereby acknowledge receipt or the right to receive a document providing the information
required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting officers and directors to sell shares only during certain
“window” periods and the Company’s insider trading policy, in effect from time to time. 
 13. NOTICES.
Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered 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. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by
electronic means or to request your consent to participate in the Plan by electronic means. You hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third party designated by the Company. 







 14. MISCELLANEOUS. 
 (a) The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and
all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company.

 (b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole
determination of the Company to carry out the purposes or intent of your Award. 
 (c) You acknowledge and agree that
you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award. 
 (d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required. 
 (e) All obligations of the Company under the Plan and
this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets
of the Company. 
 15. GOVERNING PLAN DOCUMENT. Your Award is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your Award, 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.
Except as expressly provided herein, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control. 
 16. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not
invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give
effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 
 17.
EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored by the Company or any affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend,
modify, or terminate any of the Company’s or any affiliate’s employee benefit plans. 







 18. CHOICE OF LAW. The interpretation, performance
and enforcement of this Agreement will be governed by the law of the state of California without regard to such state’s conflicts of laws rules. 
 19. AMENDMENT. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding
the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely
affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or
advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to
that portion of the Award which is then subject to restrictions as provided herein.