0001193125-09-061080 Sample Contracts

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2009 • J Crew Group Inc • Retail-apparel & accessory stores • New York

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of the 20th day of October, 2005 (this “Agreement”), among J.Crew Group, Inc., a Delaware Corporation (the “Parent”) and its operating subsidiary J.Crew Operating Corp. (collectively with the Parent, the “Company”), with offices at 770 Broadway, New York, New York 10003 and Millard S. Drexler (the “Executive”).

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Ms. Jenna Lyons Mazeau Dear Jenna:
Employment Agreement • March 23rd, 2009 • J Crew Group Inc • Retail-apparel & accessory stores

Reference is made herein to the letter agreement between you and J.Crew Group, Inc. (the “Parent”) and its operating subsidiaries (collectively with the Parent, the “Company”), dated December 10, 2007 (the “Original Agreement”), which sets forth certain terms and conditions of your employment with the Company. You hereby acknowledge and agree, by your signature below, that it is the intent of the parties hereto to amend the terms and conditions of your employment, as reflected in the Original Agreement, to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder. In connection therewith, this letter agreement (the “Agreement”) amends and restates the terms and conditions of your employment with the Company, and thus supersedes the Original Agreement, effective as of the date hereof.

AMENDED AND RESTATED NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION
Non-Disclosure, Non-Solicitation and Non-Competition Agreement • March 23rd, 2009 • J Crew Group Inc • Retail-apparel & accessory stores • New York

In consideration of your employment (or continued employment) with or provision of services to J.Crew Group, Inc. and its affiliates (collectively, the “Company”) and for other good and valuable consideration, receipt of which is hereby acknowledged, you agree as follows:

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