form10Q_Q12015fiveexhibit102








	
			
	 
	FIVE BELOW, INC.
COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS                                                                            (Effective April 2015)
	Exhibit  10.2




    
		
	1.
	ANNUAL CASH AND STOCK COMPENSATION 


•Eligible Directors: Each member of the Company’s Board of Directors (the “Board”) who is not an employee of the Company (a “Non-Employee Director”); provided however, that any former employee of the Company who served on the Board at the time of the termination of such person’s employment with the Company will not be an “Eligible Director” and will not be eligible to receive compensation under this policy until the first anniversary of the expiration of the term on the Board of such individual during which the employment termination occurred. 


•Annual Cash Retainer. Each eligible director shall receive $60,000 annually paid in arrears for each fiscal quarter. 


◦Additional Annual Retainers for Chairs of Committees who are Eligible Directors: $25,000 annually for the Audit Committee and the Compensation Committee and $15,000 annually for the Nominating and Corporate Governance Committee, in each case paid quarterly in arrears together with the annual retainer for all eligible directors. 


◦Stock in lieu of Retainers: Prior to the end of the fiscal quarter with respect to which such cash retainer relates, an eligible director may elect, in lieu of the cash retainer, to receive fully vested shares of the Company’s common stock (“Shares”) having a Fair Market Value (as such term is defined under the Five Below, Inc. Amended and Restated Equity Incentive Plan (the “Plan”)) equal to the amount of the foregone retainer for such period. Any such elected Shares will be delivered on or about the last day of the fiscal quarter with respect to which the foregone cash retainer relates. Any fractional Shares will be paid in cash. 


•Annual Equity Award. At each annual meeting of shareholders, each eligible director will receive a restricted stock unit award having a Fair Market Value equal to $90,000 issued under the Plan and subject to an award agreement (an “Award Agreement”). Subject to such director’s continued service with the Company, each award shall vest in full at the next annual meeting of shareholders. Such vesting may be accelerated upon certain events as provided in an Award Agreement. 


		
	2.
	EXPENSE REIMBURSEMENT - Each Non-Employee Director will be reimbursed for reasonable out-of-pocket travel expenses incurred in connection with attendance at Board and committee meetings and other Board related activities in accordance with the Company’s plans or policies as in effect from time to time1.




		
	3.
	AMENDMENT AND TERMINATION - This Policy may be amended or terminated by the Board at any time.  












1To the extent that any such reimbursements constitute compensation, (i) such amount shall be reimbursed no later than December 31 of the year following the year in which the expense was incurred, (ii) such amount shall not affect the amount of compensatory expense reimbursements in any subsequent year, and (iii) the right to such reimbursement shall not be subject to liquidation or exchange for any other benefit.