EX-10.1



 Exhibit 10.1 

Limited Waiver 
 This Limited Waiver is
granted by Gordmans, Inc. (“Gordmans”) to Geoff Ayoub (“Ayoub”) to assist Ayoub in continuing with his career following his separation from employment by Gordmans. 

During his employment by Gordmans, Ayoub executed a Non-Qualified Stock Option Agreement (the “Agreement”), a copy of which is attached hereto and
marked Exhibit A. 
 At Ayoub’s request, Gordmans hereby waives Paragraph 7 of the Agreement related to his non-compete obligations so that he may work
for Burlington Coat Factory. Should Ayoub separate employment from Burlington Coat Factory within six (6) months of his separation with Gordmans, the terms of Paragraph 7 shall apply. In exchange for Gordmans waiving such a provision,
Ayoub agrees that the Option granted under the Agreement shall not remain exercisable for the ninety (90) day period stated in Paragraph 4(c) of the Agreement but shall instead terminate and expire as of the effective date of his separation from
employment. Gordmans does not waive any other provision of the Agreement. 
 This Limited Waiver does not waive or release Ayoub from any other
contractual, statutory or common law duties Ayoub may have to Gordmans, including but not limited to duties to protect Gordmans proprietary information and/or trade secrets. 
  

			
	 Signed:
	 	 /s/ Geoffrey B. Ayoub

		
	 Title:
	 	 SVP of Planning, Allocation & Analysis

		
	 Date:
	 	 April 6, 2016

		
	 Signed:
	 	 /s/ Roger L. Glenn

		
	 Title:
	 	 SVP of Human Resources

		
	 Date:
	 	 April 6, 2016









 Exhibit A – Form of NQ Stock Option Agreement 

NON-QUALIFIED STOCK OPTION AGREEMENT 

PURSUANT TO THE 
 GORDMANS
STORES, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN 
 * * * * * 

Participant: 
 Grant Date: 

Per Share Exercise Price: 
 Number of Shares subject to this
Option:
 * * * * * 

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered
into by and between Gordmans Stores, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan, as in effect and as amended
from time to time (the “Plan”), which is administered by the Committee; and 
 WHEREAS, it has been determined under the
Plan that it would be in the best interest of the Company to grant the non-qualified stock option provided for herein to the Participant. 

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the
parties hereto hereby mutually covenant and agree as follows: 
 1. Incorporation By Reference; Plan Document
Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended
not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall
have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any
conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. No part of the Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code. 

  
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 2. Grant of Option. The Company hereby grants to the Participant, as of the
Grant Date specified above, a non-qualified stock option (this “Option”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate number of shares of Common Stock specified above (the
“Option Shares”). Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential
future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by this Option unless and until the Participant has become the
holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement. 

3. Vesting and Exercise. 

(a) Vesting. The Option shall vest in annual increments of 25% of the total number of Option Shares, on DATE, DATE, DATE and DATE;
provided the Participant is then employed by the Company and/or one of its Subsidiaries or Affiliates. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate
vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date. 

(b) Certain Terminations. Any unvested portion of this Option shall immediately become vested upon a Termination due to (i) the
Participant’s death or (ii) the Participant’s Disability. 
 (c) Change in Control. Any unvested portion of this
Option shall immediately become vested upon a Change in Control; provided the Participant is continuously employed by the Company or its Subsidiaries through such date. 

(d) Effect of Detrimental Activity. The provisions of Section 6.4(c) of the Plan regarding Detrimental Activity shall apply to the
Option. 
 (e) Expiration. Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this
Agreement, all portions of this Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date. 

(f) Change in Eligibility. In the event of the Participant’s transfer to another position in the Company which is either
ineligible for this Option or is eligible to participate in the Plan at a lower level, the unvested Option received at the higher level position may be forfeited. 

4. Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the
Participant’s Termination, shall remain exercisable as follows: 
 (a) Termination due to Death or Disability. In the event of
the Participant’s Termination by reason of death or Disability, the vested portion of this Option shall remain exercisable until the earlier of (i) one year from the date of such Termination, and (ii) the expiration of the stated term of
the Option pursuant to Section 3 hereof. 

  
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 (b) Termination Without Cause. In the event of the Participant’s involuntary
Termination by the Company without Cause, the vested portion of this Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to
Section 3 hereof. 
 (c) Voluntary Termination. In the event of the Participant’s voluntary Termination, the vested portion of
this Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3 hereof. 

(d) Termination for Cause. In the event of the Participant’s Termination by the Company for Cause, the Option granted hereunder
(whether or not vested) shall terminate and expire upon such Termination. 
 (e) Treatment of Unvested Option upon Termination. Any
portion of this Option that is not vested as of the date of the Participant’s Termination for any reason shall terminate and expire as of the date of such Termination. 

5. Method of Exercise and Payment. Subject to Section 9 hereof, to the extent that the Option has become vested and
exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided
herein and in accordance with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the delivery of any form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price multiplied by
the number of shares of Common Stock underlying the portion of the Option exercised. 
 6.
Non-transferability. The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in
any way by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its sole discretion,
permit the Option to be Transferred to a Family Member for no value, provided that such Transfer shall only be valid upon execution of a written instrument in form and substance acceptable to the Committee in its sole discretion evidencing such
Transfer and the transferee’s acceptance thereof signed by the Participant and the transferee, and provided, further, that the Option may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution or to
another Family Member (as permitted by the Committee in its sole discretion) in accordance with the terms of the Plan and this Agreement, and shall remain subject to the terms of the Plan and this Agreement. Any attempt to sell, exchange, transfer,
assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be
null and void and without legal force or effect. 

  
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 7. Non-Competition Covenant. In consideration of the Option being granted herein,
the Participant agrees that during the Participant’s service as an employee of the Company or its Affiliates and for the six-month period thereafter, the Participant shall not, directly or indirectly, engage in, or serve as a principal,
partner, joint venturer, member, manager, trustee, agent, stockholder, director, officer or employee of, or advisor to, or in any other capacity, or in any manner, own, control, manage, operate, or otherwise participate, invest, or have any interest
in, or be connected with, any person, firm or entity that engages in any activity which competes directly or indirectly with any business of the Company or its Subsidiaries (collectively, the “Company Business”) anywhere in the U.S.
or any other country in which the Company Business was conducted or related sales were effected during the preceding two (2) years. This Section 7 will not apply and will not be enforced by the Company with respect to post-Termination activity by
the Participant that occurs in California or in any other state in which this prohibition is not enforceable under applicable law. 
 8.
Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law
principles thereof. 
 9. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or
require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole
discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Option and, if the Participant fails to do so, the Company may otherwise refuse to issue or
transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock
otherwise deliverable upon exercise of the Option. 
 10. Entire Agreement; Amendment. This Agreement, together with the
Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject
matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by
both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof. 

11. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be
deemed duly given only upon receipt thereof by the Chief Financial Officer of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at
such address as the Participant may have on file with the Company. 
 12. No Right to Employment. Any questions as to whether
and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its
Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without cause. 

  
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 13. Transfer of Personal Data. The Participant authorizes, agrees and
unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Option awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of
the Plan). This authorization and consent is freely given by the Participant. 
 14. Compliance with Laws. The
issuance of this Option (and the Shares upon exercise of this Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations
(including, without limitation, the provisions of the Securities Act of 1933, as amended, the 1934 Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company
shall not be obligated to issue this Option or any of the Shares pursuant to this Agreement if any such issuance would violate any such requirements. 

15. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from
the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. 

16. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the
Company and its successors and assigns. The Participant shall not assign (except as provided by Section 6 hereof) any part of this Agreement without the prior express written consent of the Company. 

17. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement. 
 18. Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 

19. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further
acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the
consummation of the transactions contemplated thereunder. 
 20. Severability. The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any
other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. 

  
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 21. Acquired Rights. The Participant acknowledges and agrees that: (a) the
Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards
(including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary,
and shall not be considered as part of such salary in the event of severance, redundancy or resignation. 
 IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above. 
  

			
	GORDMANS STORES, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	


 
			
	
	PARTICIPANT
	
	  





			
		
	Name:	 	  



 
			
		
	Social Security Number:	 	  




  
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