Common use of Certain Payments and Benefits Clause in Contracts

Certain Payments and Benefits. A. In consideration for the Executive’s entering into this Agreement and provided that (1) the Executive has not been terminated by any member of the Company Group for Cause (as defined in the Employment Agreement); (2) the Executive has not voluntarily resigned during the Transition Period; (3) the Executive complies with the terms hereof (including the duties of Section 1.A above) and (4) the Executive complies with the Release Condition set forth in Section 3 hereof, (i) the Executive shall be entitled to receive a cash separation payment in the amount of $337,500, payable in a lump sum within ten (10) days following the Release Effective Date (the “Separation Payment”), (ii) the Company shall cause a portion of the Executive’s outstanding unvested equity-based awards (as set forth on Exhibit A attached hereto) to remain outstanding and eligible to vest as of the Release Effective Date (and all remaining unvested equity-based awards shall immediately terminate and immediately expire as of the Termination Date) and (iii) reimbursement for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company Group are required to pay, for a period of 12 months (or until the Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”), provided that the Executive elects COBRA coverage and subject to the conditions that: (A) the Executive is responsible for immediately notifying the Company Group if Executive obtains alternative insurance coverage, (B) the Executive will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if the Executive declines COBRA coverage, then the Company (or, if applicable, one of its subsidiaries) will not make any alternative payment to the Executive in lieu of paying for COBRA premiums, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive (provided that the Executive shall be placed in the same economic position as if he were an active employee). B. Except as otherwise provided herein, as of and after the Termination Date, the Executive shall no longer participate in, accrue service credit or have contributions made on his behalf under any employee benefit plan sponsored by any member of the Company Group in respect of periods commencing on and following the Termination Date, including, without limitation, any plan which is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Executive shall be entitled to all benefits accrued up to the Termination Date, to the extent vested, under all employee benefit plans of any member of the Company Group, in accordance with the terms of such plans. Effective as of the Termination Date the Executive shall not be entitled to any other benefits or perquisites from the Company Group. C. The Executive acknowledges, agrees and confirms that the payments and benefits from and after the Termination Date as set forth in this Agreement includes all compensation due and owing to the Executive from the Company Group with respect to his employment with the Company Group and under the Employment Agreement and from any and all other sources of entitlement from the Company Group, in each case, from and after the Termination Date, including but not limited to all wages, salary, commissions, bonuses (including any bonus for the year of termination), incentive payments, equity payments, expense reimbursements, leave, vacation and sick pay, severance pay or any other payments and benefits. The Executive further acknowledges and agrees that the Company Group has satisfied all of its obligations owed to the Executive pursuant to the Employment Agreement and otherwise related to his employment with the Company Group as of and through the date hereof.

Certain Payments and Benefits. A. In consideration for a. For purposes of determining the Executive’s entering into this Agreement compensation and provided that (1) the Executive has not been terminated by any member of the Company Group for Cause (as defined in the Employment Agreement); (2) the Executive has not voluntarily resigned during the Transition Period; (3) the Executive complies with the terms hereof (including the duties of Section 1.A above) and (4) the Executive complies with the Release Condition set forth in Section 3 hereof, (i) the Executive shall be entitled to receive a cash separation payment in the amount of $337,500, payable in a lump sum within ten (10) days following the Release Effective Date (the “Separation Payment”), (ii) the Company shall cause a portion of the Executive’s outstanding unvested equity-based awards (as set forth on Exhibit A attached hereto) to remain outstanding and eligible to vest as of the Release Effective Date (and all remaining unvested equity-based awards shall immediately terminate and immediately expire as of the Termination Date) and (iii) reimbursement for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company Group are required to pay, for a period of 12 months (or until the Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”), provided that the Executive elects COBRA coverage and subject to the conditions that: (A) the Executive is responsible for immediately notifying the Company Group if Executive obtains alternative insurance coverage, (B) the Executive will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if the Executive declines COBRA coverage, then the Company (or, if applicable, one of its subsidiaries) will not make any alternative payment to the Executive in lieu of paying for COBRA premiums, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive (provided that the Executive shall be placed in the same economic position as if he were an active employee). B. Except as otherwise provided herein, as of and after the Termination Date, the Executive shall no longer participate in, accrue service credit or have contributions made on his behalf under any employee benefit plan sponsored by any member of the Company Group in respect of periods commencing on and following the Termination Datebenefits, including, without limitation, any plan which the determination of the Executive’s vested benefits with respect to equity awards, the parties hereby agree that the termination of Executive’s employment is intended a termination by the Company “other than for Cause”. b. The Company agrees to qualify under pay and provide the benefits referred to in Section 401(a6(a) of the Internal Revenue Code 2004 Agreement, subject to the terms and conditions of 1986such agreement. c. The Executive has received various grants of stock options or restricted shares. The Executive’s rights with respect to such awards shall be determined in accordance with the applicable plans and agreements. d. The Company agrees to pay the Executive’s legal fees (of up to $10,000) incurred by Executive in connection with the Executive’s termination of employment, as amended. including, without limitation, legal fees incurred in connection with the negotiation and implementation of this Settlement Agreement and the release (“Release”) being signed contemporaneously herewith. e. The Executive shall be entitled continue to all benefits accrued up to have his existing rights under Delaware law and the Termination Date, to the extent vested, under all employee benefit plans of any member By-Laws of the Company Groupto indemnification and advancement of all expenses (including attorneys’ and other professional fees and disbursements and court costs) actually and reasonably incurred, including but not limited to the rights as a Class 1 Indemnitee under Article XIV of the Fourth Amended and Restated By-Laws of the Company, which, in accordance with Section 8 of Article XIV, constitute a contract between the Company and the Executive. Executive shall be responsible for payment of state and local income taxes applicable to him in connection with benefits received hereunder. The Company shall withhold income and the Executive’s share of employment taxes from any such payments in accordance with the terms of the applicable plans and agreements or as otherwise required under applicable law. Notwithstanding the foregoing, as a condition precedent to receiving such planspayments and benefits, Executive must, within forty-five (45) days after the Separation Date, execute and deliver to the Company (and not revoke) the Release which is Attachment A to this Separation Agreement. Effective as To the extent required in order to comply with Section 409A of the Termination Date Internal Revenue Code, the payment date for any amounts that would otherwise be paid prior to expiration of the statutory revocation period shall be the first business day following expiration of such revocation period or such later date as required under Section 11 as added by the 2008 Amendment. Notwithstanding anything to the contrary herein, neither this Separation Agreement nor the Release shall operate or be construed as a release or waiver or other limitation of (1) the Executive’s rights under this Separation Agreement, (2) the Executive’s rights to indemnification and advancement of legal and other fees under Delaware law or the By-Laws of the Company, (3) the Executive’s right to reimbursement of legal fees (of up to $10,000) incurred by Executive shall not be entitled in connection with the Executive’s termination of employment, including, without limitation, legal fees incurred in connection with the negotiation and implementation of this Settlement Agreement and the Release, (4) the Executive’s rights to any other benefits or perquisites from the Company Group. C. The Executive acknowledges, agrees and confirms that the payments and benefits from described in the 2004 Agreement subject to Section 4 (ii) below, and after (5) the Termination Date as set forth in this Agreement includes all compensation due and owing to the Executive from the Company Group Executive’s rights with respect to his employment outstanding stock options, restricted stock or other equity awards, determined in accordance with the Company Group and under terms of the Employment Agreement and from any and all other sources of entitlement from the Company Group, in each case, from and after the Termination Date, including but not limited to all wages, salary, commissions, bonuses (including any bonus for the year of termination), incentive payments, equity payments, expense reimbursements, leave, vacation and sick pay, severance pay applicable plan or any other payments and benefits. The Executive further acknowledges and agrees that the Company Group has satisfied all of its obligations owed to the Executive pursuant to the Employment Agreement and otherwise related to his employment with the Company Group as of and through the date hereofagreement.

Certain Payments and Benefits. A. In consideration for the Executive’s entering into this Agreement and provided that (1a) the Executive has not been terminated by any member of the Company Group for Cause (as defined in the Employment Agreement); (2) the Executive has not voluntarily resigned during the Transition Period; (3) the Executive complies with the terms hereof (including the duties of Section 1.A above) and (4) the Executive complies with the Release Condition set forth in Section 3 hereof, (i) the Executive shall be entitled to receive a cash separation payment in the amount of $337,500, payable in a lump sum within Within ten (10) days following the Release Effective Date (the “Separation Payment”), (ii) the Company shall cause a portion of the Executive’s outstanding unvested equity-based awards Date of Termination, the Company shall pay to the Executive a lump sum amount equal to (i) his base salary through the Date of Termination and (ii) any unreimbursed business expenses, ((i) and (ii) together, the “Accrued Obligations”). (b) Conditioned upon the Executive executing the release and waiver attached hereto as set forth on Exhibit Appendix A attached hereto(the “Release”) within 21 days of the date of this Agreement but not before the Date of Termination, having such executed Release notarized, and such Release becoming effective, and the Executive’s continued compliance with the Release and Sections 3, 4, 5 and 6 hereof, J. Crew shall pay to remain outstanding and eligible to vest the Executive: (i) from the Date of Termination until January 31, 2010, the Executive’s base salary in effect as of the Release Effective Date of Termination ($850,000), with such base salary payable in installments in accordance with J. Crew’s normal payroll practices as may be in effect from time to time and all remaining unvested equity-based awards shall less applicable withholding taxes. The parties hereto have determined that the payment of base salary during the six month period immediately terminate following the Date of Termination does not provide for a “deferral of compensation” within the meaning of IRS Treas. Reg. §1.409A-1(b)(9)(iii); and (ii) on August 1, 2008 or as soon as practicable thereafter, a lump sum amount equal to $603,200, which represents the Executive’s Annual Bonus under the Employment Agreement by and immediately expire among Parent, the Employer and the Executive, dated as of January 24, 2003, (the Termination Date“Employment Agreement”) and the J. Crew Annual Incentive Plan with respect to the 2007 fiscal year (the amounts described in (i) and (iiiii) reimbursement for together, the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRASeverance Payments”), in excess of the cost of such benefits that active employees of the Company Group are required to pay, for a period of 12 months (or until the . The Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”), provided acknowledges that the Executive elects COBRA coverage Accrued Obligations and subject to the conditions that: (A) the Executive is responsible for immediately notifying the Company Group if Executive obtains alternative insurance coverage, (B) the Executive will be responsible for the entire COBRA premium amount after the end Severance Payments are in full and final settlement of the COBRA Period; (C) if the Executive declines COBRA coverage, then the Company (or, if applicable, one of its subsidiaries) will not make any alternative payment amounts due to the Executive in lieu of paying for COBRA premiumsunder the Employment Agreement or otherwise, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive (provided that the Executive shall be placed in the same economic position as if he were an active employee). B. Except as otherwise provided herein, as of and after the Termination Date, the Executive shall no longer participate in, accrue service credit or have contributions made on his behalf under any employee benefit plan sponsored by any member of the Company Group in respect of periods commencing on and following the Termination Date, including, without limitation, any plan which is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Executive shall be entitled to all benefits accrued up to the Termination Date, to the extent vested, under all employee benefit plans of any member of the Company Group, in accordance with the terms of such plans. Effective as of the Termination Date the Executive shall not be entitled to any other benefits payment in the nature of severance, termination or perquisites other pay from the Company GroupJ. Crew. C. (c) The Executive acknowledgesshall be entitled to any benefit to which the Executive may be entitled under the J. Crew tax qualified 401(k) plan, agrees and confirms that the payments and benefits from and after the Termination Date continuation of health insurance benefits, as set forth in this Agreement includes all compensation due and owing provided above, to the Executive from extent provided in Section 4980B of the Company Group Internal Revenue Code of 1986 and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”) and any other similar benefits required to be provided by law. In addition, Schedule 1 attached hereto reflects all of the Executive’s vested equity awards as of the Date of Termination and the Executive’s rights and obligations with respect to his employment with these awards shall be governed by the Company Group applicable plan documents and under award agreements (the Employment Agreement and from any and all other sources of entitlement from the Company Group, in each case, from and after the Termination Date, including but not limited to all wages, salary, commissions, bonuses (including any bonus for the year of termination“Plans”), incentive payments, equity payments, expense reimbursements, leave, vacation and sick pay, severance pay or any other payments and benefits. The Executive further acknowledges and agrees that the Company Group has satisfied all of its obligations owed Pursuant to the Executive pursuant to the Employment Agreement and otherwise related to his employment with the Company Group as of and through the date hereofPlans, all vested options shall expire on May 1, 2008.

Certain Payments and Benefits. A. In consideration for the Executive’s entering into this Agreement and provided that (1) the Executive has not been terminated by any member of the Company Group for Cause (as defined in the Employment Agreement); (2) the Executive has not voluntarily resigned during the Transition Period; (3) the Executive complies with the terms hereof (including the duties of Section 1.A above) and (4) the Executive complies with the Release Condition set forth in Section 3 hereof, (i) the Executive shall be entitled to receive a cash separation payment in the amount of $337,500, payable in a lump sum within ten (10) days following the Release Effective Date (the “Separation Payment”), (ii) the Company shall cause a portion of the Executive’s outstanding unvested equity-based awards (as set forth on Exhibit A attached hereto) to remain outstanding and eligible to vest as of the Release Effective Date (and all remaining unvested equity-based awards shall immediately terminate and immediately expire as of the Termination Date) and (iii) reimbursement for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company Group are required to pay, for a period of 12 months (or until the Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”), provided that the Executive elects COBRA coverage and subject to the conditions that: (A) the Executive is responsible for immediately notifying the Company Group if Executive obtains alternative insurance coverage, (B) the Executive will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if the Executive declines COBRA coverage, then the Company (or, if applicable, one of its subsidiaries) will not make any alternative payment to the Executive in lieu of paying for COBRA premiums, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive (provided that the Executive shall be placed in the same economic position as if he were an active employee). B. Except as otherwise provided herein, as of and after the Termination Date, the Executive shall no longer participate in, accrue service credit or have contributions made on his behalf under any employee benefit plan sponsored by any member of the Company Group in respect of periods commencing on and following the Termination Date, including, without limitation, any plan which is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Executive shall be entitled to all benefits accrued up to the Termination Date, to the extent vested, under all employee benefit plans of any member of the Company Group, in accordance with the terms of such plans. Effective as of the Termination Date the Executive shall not be entitled to any other benefits or perquisites from the Company Group. C. The Executive acknowledges, agrees and confirms that the payments and benefits from and after the Termination Date as set forth in this Agreement 2 includes all compensation due and owing to the Executive from the Company Group with respect to his employment with the Company Group and under the Employment Agreement and from any and all other sources of entitlement from the Company Group, in each case, from and after the Termination Date, including but not limited to all wages, salary, commissions, bonuses (including any bonus for the year of termination), incentive payments, equity payments, expense reimbursements, leave, vacation and sick pay, severance pay or any other payments and benefits. The Executive further acknowledges and agrees that the Company Group has satisfied all of its obligations owed to the Executive pursuant to the Employment Agreement and otherwise related to his employment with the Company Group as of and through the date hereof. 3. Release Conditions. The Separation Payment and the treatment of unvested equity awards described in Section 2 are conditioned upon the Executive’s execution and delivery of this Agreement (which includes the general waiver and release of claims provided in Section 7 of this Agreement) and non-revocation of such release by the Executive during the seven-day revocation period set forth in Section 7F below, and the Executive’s execution and delivery and non-revocation of the Second Release described in Section 7G below. Notwithstanding anything to the contrary in this Agreement, if the Executive does not execute and deliver this Agreement and does not subsequently execute the Second Release so that it becomes effective in accordance with its terms, then the Executive shall not be entitled to receive the payments or benefits described in Section 2.A.i or Section 2.A.ii, and the Company Group shall not have any further obligations to the Executive under this Agreement except as otherwise required by applicable law or the Employment Agreement; provided, that any such revocation shall have no effect on the effective termination of the Executive’s employment as of the Termination Date.