0001104659-13-008858 Sample Contracts

VOTING AGREEMENT
Voting Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • Florida

This VOTING AGREEMENT (this “Agreement”), dated as of February 5, 2013, is by and among Cache, Inc., a Florida corporation (the “Corporation”), MFP Partners, L.P., a Delaware limited partnership (“MFP”) and Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”). Each of MFP and Mill Road are referred to individually as a “Stockholder” and collectively as the “Stockholders.”

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EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • New York

This Employment Agreement (“Agreement”) is made and entered into as of the 5th day of February, 2013 (the “Effective Date”) between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 (“Cache” or the “Company”), and Jay Margolis (“Margolis” or “Executive”).

CACHE, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • New York

THIS AGREEMENT (the “Agreement”) is made effective as of February 5, 2013, (the “Grant Date”), between Cache, Inc. a Florida corporation (the “Company”), and Jay Margolis (the “Executive”):

SEPARATION AND GENERAL RELEASE AGREEMENT
Separation and General Release Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores

This Separation and General Release Agreement (the “Agreement”) is made by and between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 (“Cache” or the “Company”), and Thomas E. Reinckens (“Reinckens” or the “Executive”) (collectively, “the parties”).

INVESTMENT AGREEMENT
Investment Agreement • February 8th, 2013 • Cache Inc • Retail-women's clothing stores • New York

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of February 5, 2013, is made by and among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis” together with MFP and Mill Road, each an “Investor” and collectively, the “Investors”).

Cache, Inc. 1440 Broadway New York, New York 10018 February 5, 2013
Cache Inc • February 8th, 2013 • Retail-women's clothing stores • New York

Reference is made to that certain Investment Agreement, dated as of the date hereof (the “Investment Agreement”), among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis”, and, together with MFP and Mill Road, each an “Investor” and collectively, the “Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement.

Cache, Inc. 1440 Broadway New York, New York 10018 February 5, 2013
Cache Inc • February 8th, 2013 • Retail-women's clothing stores • New York

Reference is made to that certain Investment Agreement, dated as of the date hereof (the “Investment Agreement”), among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis”, and, together with MFP and Mill Road, each an “Investor” and collectively, the “Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement.

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