Claire’s Inc. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 27th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • New York
Claire’s Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (the “Stock”). The Company and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) also propose to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an aggregate of [●] additional shares (the “Option Shares”) of Stock to be sold by the Company and by the Selling Stockholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 29th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the ____ day of ______, 2021, by and between Claire’s Inc., a Delaware corporation (the “Company”) and _________ (“Indemnitee”).
AMENDED AND RESTATED ABL CREDIT AGREEMENT dated as of December 18, 2019 among CLAIRE’S HOLDINGS LLC, as Holdings, CLAIRE’S STORES, INC., as a U.S. Borrower and the Borrower, The Other U.S. Borrowers Party Hereto, CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED,...Abl Credit Agreement • September 29th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED ABL CREDIT AGREEMENT, dated as of December 18, 2019, among CLAIRE’S HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CLAIRE’S STORES, INC., a Florida corporation and wholly-owned subsidiary of Holdings (the “Borrower”), each of Holdings’ direct and indirect Subsidiaries identified on the signature pages hereof as a U.S. Borrower (such Subsidiaries, together with the Borrower and each other Subsidiary incorporated, formed or otherwise organized within the United States that becomes a party hereto in accordance with the terms hereof, the “U.S. Borrowers”), CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED, a Gibraltar company (“CGHL”), each of Holdings’ Subsidiaries formed under the laws of England and Wales identified on the signature pages hereof as a U.K. Borrower (such Subsidiaries, together with CGHL and each other Subsidiary incorporated, formed or otherwise organized under the laws of England and Wales that becomes a party to this Agreement in accordance w
CLAIRE’S INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employees)Restricted Stock Unit Award Agreement • May 18th, 2022 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is entered into by and between Claire’s Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Claire’s Inc. 2022 Long-Term Incentive Plan (the “Plan”).
CLAIRE’S INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employees)Restricted Stock Unit Award Agreement • May 18th, 2022 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This Performance-Based Restricted Stock Unit Award Agreement (including Exhibit A hereto, this “Agreement”) is entered into by and between Claire’s Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of the target award of performance-based Restricted Stock Units (the “PRSUs”) established for the Participant under the Claire’s Inc. 2022 Long-Term Incentive Plan (the “Plan”), with the actual number of PRSUs to be determined based on the satisfaction of the vesting conditions set forth in this Agreement.
ABL CREDIT AGREEMENT Dated as of January 24, 2019 among CLAIRE’S HOLDINGS LLC, as Holdings, CLAIRE’S STORES, INC., as a U.S. Borrower and the Lead Borrower, THE OTHER U.S. BORROWERS PARTY HERETO, CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED, as a U.K....Abl Credit Agreement • September 29th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • New York
WHEREAS, on September 21, 2018, the United States Bankruptcy Court for the District of Delaware entered an order (the “Confirmation Order”) confirming the Joint Chapter 11 Plan of Reorganization (the “Plan of Reorganization”) of the Lead Borrower and certain of its direct and indirect Subsidiaries, which Confirmation Order, inter alia, authorized Holdings’ and the U.S. Borrowers’ entry into and performance under that certain ABL Credit Agreement dated as of October 12, 2018 (the “Exit ABL”) by and among Holdings, the Borrowers, the lenders party thereto and Citi as Administrative Agent and Collateral Agent and the Term Loan Credit Agreement;
CLAIRE’S INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (For Non-Employee Directors)Restricted Stock Unit Award Agreement • May 18th, 2022 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is entered into by and between Claire’s Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Claire’s Inc. 2022 Long-Term Incentive Plan (the “Plan”).
RSU GRANT NOTICE AND AGREEMENTRsu Grant Notice and Agreement • May 18th, 2022 • Claire's Holdings LLC • Retail-apparel & accessory stores • Illinois
Claire’s Holdings LLC (the “Company”), pursuant to its 2018 Management Equity Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of RSUs based on Common Units and Preferred Units set forth below, subject to adjustment or conversion as provided in the Plan (collectively, the “RSUs”). The RSUs are subject to all of the terms and conditions set forth in this RSU Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Award Agreement shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
AMENDED AND RESTATED RSU GRANT NOTICE AND AGREEMENTRsu Grant Notice and Agreement • May 18th, 2022 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
Claire’s Holdings LLC (the “Company”), pursuant to its 2018 Management Equity Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), previously entered into a RSU Grant Notice and Agreement (the “Prior Award Agreement”) with Holder on the Date of Grant set forth in the Prior Award Agreement. Holder and the Company now wish to amend and restate the Prior Award Agreement as set forth in this Amended and Restated RSU Grant Notice and Agreement (this “Restated Award Agreement”) in order to reflect the following changes:
AMENDED AND RESTATED RSU GRANT NOTICE AND AGREEMENTRsu Grant Notice and Agreement • May 18th, 2022 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
Claire’s Holdings LLC (the “Company”), pursuant to its 2018 Management Equity Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), previously entered into a RSU Grant Notice and Agreement (the “Prior Award Agreement”) with Holder on the Date of Grant set forth in the Prior Award Agreement. Holder and the Company now wish to amend and restate the Prior Award Agreement as set forth in this Amended and Restated RSU Grant Notice and Agreement (this “Restated Award Agreement”) in order to reflect the following changes:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 27, 2021, by and between Claire’s Holdings LLC, a Delaware limited liability company (the “Company”), and Ryan T. Vero (“Executive”).
ContractRegistration Rights Agreement • October 27th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [•], 2021, is made by and among Claire’s Inc., a Delaware corporation (together with any predecessor entities, the “Company”) and the parties, acting severally and not jointly, listed on Appendix A hereto (each a “Holder” and, collectively, the “Holders”).
RSU GRANT NOTICE AND AGREEMENTRsu Grant Notice and Agreement • May 18th, 2022 • Claire's Holdings LLC • Retail-apparel & accessory stores
Claire’s Holdings LLC (the “Company”), pursuant to its 2018 Management Equity Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of RSUs based on Common Units and Preferred Units set forth below, subject to adjustment or conversion as provided in the Plan (collectively, the “RSUs”). The RSUs are subject to all of the terms and conditions set forth in this RSU Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Award Agreement shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan and the Operating Agreement.
TERM LOAN CREDIT AGREEMENT dated as of December 18, 2019 among CLAIRE’S HOLDINGS LLC, as Holdings, CLAIRE’S STORES, INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent...Term Loan Credit Agreement • September 29th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • New York
TERM LOAN CREDIT AGREEMENT, dated as of December 18, 2019, among CLAIRE’S HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CLAIRE’S STORES, INC., a Florida corporation and wholly-owned subsidiary of Holdings (the “Borrower”), the institutions from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).
SECOND AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • September 29th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • New York
SECOND AMENDMENT TO ABL CREDIT AGREEMENT, dated as of December 18, 2019 (this “Amendment”), by and among CLAIRE’S STORES, INC., a Florida corporation (the “Lead Borrower”), Citibank, N.A. (the “Agent”), the Lenders (as defined below) party hereto (the “Requisite Lenders”) constituting Lenders having at least a majority in the aggregate principal amount of the Commitments of all Lenders as of the Restatement Date (as defined below), and for the purposes of Section 6.6 only, each other Reaffirming Party (as defined below).
RSU GRANT NOTICE AND AGREEMENTRsu Grant Notice and Agreement • September 29th, 2021 • Claire's Holdings LLC • Retail-apparel & accessory stores • Illinois
Claire’s Holdings LLC (the “Company”), pursuant to its 2018 Management Equity Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of RSUs based on Common Units and Preferred Units set forth below, subject to adjustment as provided in the Plan (collectively, the “RSUs”). The RSUs are subject to all of the terms and conditions set forth in this RSU Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Award Agreement shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
