NDA – J. Crew

NON-DISCLOSURE, NON-SOLICITATION AND
NON-COMPETITION

In consideration of your promotion to EVP : Direct and 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
described below, receipt of which is hereby acknowledged, you agree as follows:

1. Agreement Not to Disclose Confidential
Information. In the course of your employment with or provision of
services to the Company, you have and will have acquired and have had access to
confidential or proprietary information about the Company, including but not
limited to, trade secrets, methods, models, passwords, access to computer files,
financial information and records, computer software programs, agreements and/or
contracts between the Company and its vendors and suppliers, the Company153s
merchandising, marketing and/or creative policies, practices, concepts,
strategies, and methods of operations, inventory, pricing and price change
strategies, possible new product lines, future merchandise designs, patterns,
fabrication or fit information, internal policies, pricing policies and
procedures, cost estimates, employee lists, training manuals, financial or
business projections, unannounced financial data such as sales, earnings or
capital requirements, possible mergers, acquisitions or joint ventures and
information about or received from vendors and other companies with which the
Company does business. The foregoing shall be collectively referred to as
“Confidential Information.” You are aware that the Confidential Information is
not readily available to the public. You agree that during your employment or
provision of services and for a period of three (3) years thereafter, you will
keep confidential and not disclose the Confidential Information to anyone or use
it for your own benefit or for the benefit of others, except in performing your
duties as our employee or agent. You agree that this restriction shall apply
whether or not any such information is marked “confidential.”

All memoranda, disks, files, notes, records or other documents, whether in
electronic form or hard copy (collectively, the “material”) compiled by you or
made available to you during your employment (whether or not the material
contains confidential information) are the property of the Company and shall be
delivered to the Company on the termination of your employment or at any other
time upon request. Except in connection with your employment, you agree that you
will not make or retain copies or excerpts of the material.

2. Agreement Not to Engage in Unfair Competition. You agree
that your position with the Company requires and will continue to require the
performance of services which are special, unique, extraordinary and of an
intellectual and/or artistic character and places you in a position of
confidence and trust with the Company. You further acknowledge that the
rendering of services to the Company necessarily requires the disclosure of
confidential information and trade secrets of the Company. You agree that in the
course of your employment with or rendering of services to the Company, you will
develop a personal acquaintanceship and relationship with the vendors and other
business associates of the Company and knowledge of their affairs and
requirements. Consequently, you agree that it is reasonable and necessary for
the protection of

770 Broadway New York NY 10003 Tel 212 209 2500 Fax 212 209
2666

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the goodwill and business of the Company that you make the covenants
contained herein. Accordingly, you agree that while you are in the Company153s
employ and for the period of twelve months after the termination of your
employment, for any reason whatsoever, you shall not directly or indirectly,
except on behalf of the Company:

(a) render services to or accept employment, either directly as an employee
or owner, or indirectly, as a paid or unpaid consultant or independent
contractor of any entity identified on Schedule A hereto (as may be
updated by the Company from time to time); or

(b) employ as an employee or retain as a consultant any person who is then or
at any time during the preceding twelve months was an employee of or consultant
to the Company, or persuade or attempt to persuade any employee of or consultant
to the Company to leave the employ of the Company or to become employed as an
employee or retained as a consultant by anyone other than the Company.

3. Annual Bonuses and Signing Bonus. As additional
consideration for you entering into this Agreement and agreeing to the covenants
contained herein, the Company will provide you with the following:

(a) You will continue to have the opportunity to earn an annual bonus(es)
under the Company153s bonus plan. Starting with FY 2010, provided that both the
Company achieves certain performance objectives (which will be determined by the
Company in each fiscal year in accordance with the Company153s bonus plan) and you
achieve your performance goals, you will be eligible to receive an annual bonus
with a target of 50% of your base salary, up to a maximum bonus of 100% of your
base salary. Such annual bonus(es) will be paid only if you are actively
employed by the Company and not in breach of this Agreement on the date(s) of
actual payment(s).

(b) A one-time bonus payment of $50,000 (less all authorized or required
payroll withholdings and payroll deductions) (“Bonus Payment“) payable
within thirty days after you execute and return this Agreement; provided that
you will be required to immediately pay back a pro-rata portion of such Bonus
Payment in the event you voluntarily terminate your employment with the Company
or your employment is terminated by the Company for Cause, as defined below,
within one year after the date of this Agreement. The pro-ration shall be
determined based on the number of full months having elapsed from the date of
this Agreement to your last date of employment, divided by twelve.

(c) Subject to the approval of the Compensation Committee of the Board of
Directors, a restricted stock grant of 10,000 shares of the Company153s common
stock (the “Restricted Stock Grant“). The Restricted Stock Grant shall
vest 50% on the third anniversary of the grant date and 50% on the fourth
anniversary of the grant date. The Restricted Stock Grant shall be subject to
and governed by the terms and conditions of the Company153s 2008 Amended and
Restated Equity Incentive Plan and shall be evidenced by a separate restricted
stock agreement.

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4. Termination Without Cause. Should your
employment be (a) terminated by the Company without “Cause,” as defined below;
and (b) the Company does not consent to waive any of the post-employment
restrictions contained in paragraph 2(a) above, and (c) you execute and deliver
to Company an irrevocable Separation Agreement and Release, within 60 days after
your termination of employment (and any payment that constitutes non-qualified
deferred compensation under Section 409 A of the Internal Revenue Code of 1986,
as amended and any regulations thereunder (the “Code”) that otherwise would be
made within such 60-day period pursuant to this paragraph shall be paid at the
expiration of such 60-day period), in a form acceptable to the Company, the
Company will pay you a severance payment equal to (i) a lump sum amount equal to
the product of (x) the annual bonus, if any, that you would have earned based on
the actual achievement of the applicable performance objectives in the fiscal
year which includes the date of your termination of employment had your
employment not been terminated and (y) a fraction, the numerator of which is the
number of days in the fiscal year that includes the date of your termination
through the date of such termination and the denominator of which is 365,
payable when bonuses are generally paid to employees of the Company, but in no
event later than the 15^th day of the third month following the end of
the year with respect to which such bonus was earned; (ii) twelve (12) months of
your then-current base salary, to be paid, less all applicable deductions,
according to the Company153s normal payroll practices for a period coextensive
with the restricted period (twelve months); and (iii) during the restricted
period, reimbursement for out-of-pocket COBRA payments paid by you to continue
your group health benefits, provided you submit relevant supporting
documentation to the Company evidencing such payments. Notwithstanding anything
herein to the contrary, however, your right to receive the foregoing payments
(collectively, the “Salary Continuation Payments”) shall terminate
effective immediately upon the date that you become employed by another entity
as an employee, consultant or otherwise, and you agree to notify the Executive
Vice-President of Human Resources in writing prior to the effective date of any
such employment. If you fail to so notify the Executive Vice-President of Human
Resources, (a) you will forfeit your right to receive the Salary Continuation
Payments described above (to the extent the Salary Continuation Payments were
not theretofore paid) and (b) the Company shall be entitled to recover any
Salary Continuation Payments already made to you or on your behalf.

Notwithstanding the foregoing paragraph, in the event your employment is
terminated by the Company without Cause, and you are a “specified employee”
within the meaning of Section 409A of Code (as determined in accordance with the
methodology established by the Company as in effect on the date of your
termination), and the Salary Continuation Payments described above to be paid
within the first six months following such date (the “Initial Payment
Period“) exceed the amount referenced in Treas. Regs. Section
1.409A-l(b)(9)(iii)(A) (the “Limit“), then: (i) any portion of the Salary
Continuation Payments that are payable during the Initial Payment Period that
does not exceed the Limit shall be paid at the times set forth above; (ii) any
portion of the Salary Continuation Payments that are a “short-term deferral”
within the meaning of Treas. Regs. Section 1.409A-l(b)(4)(i) shall be paid at
the times set forth above; (iii) any portion of the Salary Continuation Payments
that exceeds the Limit and are not a “short-term deferral” (and would have been
payable during the Initial Payment Period but for the Limit) shall be paid on
the first business day after the six-month anniversary of the Termination Date
or, if earlier, on the date of your death; and (iv) any portion of the Salary
Continuation Payments that are payable after the Initial Payment Period shall be
paid at the times set forth above. It is intended that each

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installment, if any, of the payments and benefits, if any, provided to you
under this Section 3 shall be treated as a separate “payment” for purposes of
Section 409A of the Code.

For purposes of this agreement, “Cause” means (i) you have acted in bad faith
and to the detriment of the Company; (ii) you have refused or failed to act in
accordance with any specific lawful direction or order of supervisory personnel;
(iii) you have exhibited in regard to your employment unfitness or
unavailability for service, misconduct, dishonesty, habitual neglect,
incompetence, or have committed an act of embezzlement, fraud or theft with
respect to the property of the Company; (iv) you have abused alcohol or drugs on
the job or in a manner which affects your job; (v) you have been found guilty of
or have plead nolo contendere to the commission of a crime involving
dishonesty, breach of trust, or physical or emotional harm to any person; (vi)
you have breached any material term of this Agreement or of any Company policy;
and/or (vii) your death or disability (such that you cannot perform the
essential functions of the job, with or without accommodation). No payment will
be required if the Company elects in its sole discretion to waive the
post-termination restrictions on your employment contained in paragraph 2(a)
herein or if the conditions set forth in this paragraph are otherwise not met.

5. Termination With Cause or Resignation of
Employment. If the Company terminates your employment and such
termination is for “Cause,” as defined above, or if you resign your employment
for any reason, then the Company shall pay you all wages due through the
termination date. In the event of termination for Cause or your resignation, the
Company will not pay any severance, and the restrictions contained in paragraph
2(a) above will remain in full force and effect unless waived by the Company.

6. Term. The term of this agreement shall be three (3)
years, beginning on the date signed by you, as set forth below, and terminating
on the third anniversary of such date. At the Company153s request upon or in
advance of the termination of this agreement, you will enter into discussions to
extend the terms of this agreement or negotiate in good faith an agreement of
similar effect.

Notwithstanding the foregoing, in the event that your employment terminates
prior to the third anniversary, you shall remain subject to the post-termination
restrictions contained in Sections 1 and 2 hereof and shall be entitled to the
severance payment contained in Section 4 hereof provided that the terms and
conditions applicable thereto have been satisfied.

7. Injunctive Relief. You agree that any actual or
threatened breach by you of the covenants set forth in paragraphs 1 and 2 of
this agreement would result in irreparable harm to the Company for which
monetary damages alone would be an insufficient remedy. Thus, although nothing
in this paragraph will prohibit the Company from pursuing any remedies available
to it against you under applicable law (which shall be cumulative with those
remedies set forth herein), you specifically agree that, in the event of any
threatened or actual breach of this agreement by you, the Company shall be
entitled to a temporary restraining order and, thereafter, a preliminary and
permanent injunction and other equitable relief including, without limitation,
an equitable accounting of earnings, profits, and other benefits, from a court
of competent jurisdiction, as well as reimbursement from you for any attorneys153
fees and other costs incurred by the Company in obtaining such relief. No
specification in this agreement of any legal or equitable remedy shall be
construed as a waiver or prohibition against pursuing any

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other legal or equitable remedies in the event of a threatened or actual
breach of this agreement by you.

8. Severability. If any provision of this agreement, or any
part thereof, is found to be invalid or unenforceable, the same shall not affect
the remaining provisions, which shall be given full effect, without regard to
the invalid portions. Moreover, if any one or more of the provisions contained
in this agreement shall be held to be excessively broad as to duration, scope,
activity or subject, such provisions shall be construed by limiting and reducing
them so as to be enforceable to the maximum extent with applicable law.

9. At-Will Employment. This agreement is limited to the
foregoing terms and shall not be construed to create any relationship between
you and the Company other than at-will employment for all purposes. This
agreement supersedes all agreements concerning the subject matter hereof.

10. Governing Law. The terms of this agreement and all
rights and obligations of the parties thereto including its enforcement shall be
interpreted and governed by the laws of the state of New York.

11. Section 409A of the Code. If any provision of this
agreement (or any award of compensation or benefits provided under this
agreement) would cause you to incur any additional tax or interest under Section
409 A of the Code, the Company and you shall reasonably cooperate to reform such
provision to comply with 409A and the Company agrees to maintain, to the maximum
extent practicable without violating 409A of the Code, the original intent and
economic benefit to you of the applicable provision; provided that nothing
herein shall require the Company to provide you with any gross-up for any tax,
interest or penalty incurred by you under Section 409A of the Code.

AGREED TO AND ACCEPTED:
Signature:		/s/ Trish Donnelly				Print Name:		Trish Donnelly
		Trish Donnelly
Date:		11/16/2009

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SCHEDULE A TO NON-DISCLOSURE,

NON-SOLICITATION AND NON-COMPETITION AGREEMENT

Unless waived in writing by the Company, the post-termination restrictions on
employment contained in paragraph 2(a) above shall apply to employment with the
following entities, as well as their parent and subsidiary companies:

Aeropostale

Abercrombie & Fitch brands

American Eagle brands

Ann Taylor

Coach

Gap brands

Kate Spade

Limited brands

Liz Claiborne Brands

LVMH

Ralph Lauren brands

Theory

Tommy Hilfiger

Tory Burch

Urban Outfitters brands

Any retail apparel start-up operated by one of the above companies

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