{"id":39292,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-j-crew.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-j-crew","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-j-crew.html","title":{"rendered":"Employment Agreement – J. Crew"},"content":{"rendered":"

EMPLOYMENT AGREEMENT <\/strong><\/p>\n

EMPLOYMENT AGREEMENT, dated as of the 7th<\/sup> day of March, 2011 (this
\n“Agreement<\/u>“), among Chinos Holdings, Inc., a Delaware corporation
\n(“Parent<\/u>“) and its subsidiary J. Crew Group, Inc. (collectively with
\nParent, the “Company<\/u>“), with offices at 770 Broadway, New York, New York
\n10003 and Millard S. Drexler (the “Executive<\/u>“).<\/p>\n

1. Prior Agreement; Purpose and Effective Date: Term; Position and
\nResponsibilities: Company Headquarters and Executive Work Location<\/u>.<\/p>\n

(a) Prior Agreement<\/u>. The Executive is currently party to that certain
\nThird Amended and Restated Employment Agreement dated as of October 20, 2005
\namong J. Crew Group, Inc., J. Crew Operating Corp. and the Executive (the
\n“Prior Agreement<\/u>“). Upon the effectiveness of this Agreement, except as
\notherwise expressly provided in Section 14(c) of this Agreement, the Prior
\nAgreement shall terminate and be of no further force and effect.<\/p>\n

(b) Purpose and Effective Date<\/u>. This Agreement shall be effective as
\nof the Closing Date (as defined in that certain Agreement and Plan of Merger
\nbetween Parent, Chinos Acquisition Corporation and J. Crew Group, Inc. dated as
\nof November 23, 2010, as amended on January 18, 2011 (the “Merger
\nAgreement<\/u>“)). The Closing Date is referred to in this Agreement as the
\n“Effective Date”. This Agreement is expressly conditioned upon the occurrence of
\nthe Closing (as defined in the Merger Agreement); if the Closing does not occur,
\nthis Agreement shall be void and of no force or effect.<\/p>\n

(c) Term<\/u>. Subject to earlier termination as hereinafter provided, the
\nExecutive153s employment hereunder shall be for a term of four (4) years,
\ncommencing on the Effective Date. This Agreement shall thereafter be deemed to
\nbe automatically extended, upon the same terms and conditions, for successive
\nperiods of one year each, unless either party, at least ninety (90) days prior
\nto the expiration of the term or any extended term, gives written notice to the
\nother of its intention not to renew such term (the term of this Agreement,
\nincluding any extensions thereof, being the “Term of Employment<\/u>“).<\/p>\n

(d) Position and Responsibilities<\/u>. During the Term of Employment, the
\nCompany shall continue to engage the Executive on the terms, and subject to the
\nconditions of this Agreement, and agrees to cause the Executive to be elected as
\nChairman of Board of Directors of Parent (the “Board<\/u>“) and to employ the
\nExecutive as the Company153s Chief Executive Officer and in such other position or
\npositions with the Company as the Board and the Executive may agree from time to
\ntime. During the Term of Employment, the Executive shall perform the duties and
\nresponsibilities that are customarily assigned to individuals serving in such
\nposition or positions and such other duties and responsibilities commensurate
\nwith such positions as the Board may reasonably specify from time to time,
\nincluding but not limited to recruitment and retention of key personnel of the
\nCompany, hiring and terminating senior executives of the Company, establishment
\nand execution of brand vision, and direct responsibility for assembling and
\nguiding product, merchandising and marketing functions, and oversight of and
\naccountability for the financial and strategic performance of the Company and
\nall of its subsidiaries, affiliates and business units. The Executive shall
\nreport solely to the Board.<\/p>\n

\n

(e) During the Term of Employment, excluding any periods of vacation to which
\nthe Executive is entitled and periods of illness or disability, (i) the
\nExecutive shall devote substantially all of his working time and attention to
\nthe performance of his duties and responsibilities hereunder, and (ii) the
\nExecutive may not, without the prior written consent of the Company, operate,
\nparticipate in the management, operations or control of, or act as an employee,
\nofficer, consultant, agent or representative of, any type of business or service
\n(other than as Chairman of the Board and Chief Executive Officer of the
\nCompany), provided that it shall not be a violation of the foregoing for the
\nExecutive to (A) act or serve as a director, trustee, committee member or
\nprincipal of any type of business or civic or charitable organization, and (B)
\nmanage his personal, financial and legal affairs (provided that the activities
\ndescribed in clauses (A) and (B) do not interfere with the performance of the
\nExecutive153s duties and responsibilities to the Company as provided hereunder).\n<\/p>\n

(f) Company Headquarters; Principal Work Location<\/u>. Unless otherwise
\nmutually agreed upon, the Company153s headquarters shall be the New York
\nmetropolitan area. The Executive shall travel as reasonably required to carry
\nout his duties and obligations hereunder.<\/p>\n

2. Compensation; Expenses; Benefits and Perquisites<\/u>. As compensation
\nfor the performance of duties and responsibilities hereunder, during the Term of
\nEmployment, the Executive shall be entitled to the following compensation from
\nthe Company:<\/p>\n

(a) Base Salary<\/u>. The Company shall pay the Executive, not less than
\nonce a month pursuant to the Company153s normal and customary payroll procedures,
\na base salary at the rate of $200,000 per annum (the “Base Salary<\/u>“). The
\nBoard or a committee thereof shall annually reevaluate the Executive153s Base
\nSalary and bonus opportunities for increase based on the Company153s performance
\nand the Executive153s contributions to the Company for the preceding fiscal year.\n<\/p>\n

(b) Annual Bonus<\/u>. In addition to the Base Salary, the Executive shall
\nhave an opportunity to earn an annual bonus (the “Bonus<\/u>“) in respect of
\neach fiscal year in accordance with the terms of the annual bonus plan
\nestablished by the Company for its executives generally, as then existing for
\nsuch fiscal year, based on the achievement of performance objectives as may be
\nestablished from time to time by the Board or a committee thereof; provided,
\nhowever, that, except as otherwise provided herein, the Bonus for any fiscal
\nyear shall be payable to the Executive only if the Executive is employed by the
\nCompany on the date on which such Bonus is paid and in no event later than the
\n15th day of the third month following the close of the fiscal year to which the
\nBonus relates. The Executive153s target annual bonus opportunity shall be
\n$1,200,000 (“Target Bonus<\/u>“), based on the achievement of performance
\nobjectives as determined by the Board or a committee thereof. The actual Bonus
\npayable may be greater or lesser than the Target Bonus and shall be determined
\nby the Board or a committee thereof, in its sole discretion, based on such
\nfactors as it shall determine.<\/p>\n

(c) Business Expenses<\/u>. The Company shall promptly reimburse the
\nExecutive for all reasonable business expenses incurred by the Executive in
\nconnection with the performance of the Executive153s employment hereunder,
\nincluding without limitation airfare, upon the presentation of statements of
\nsuch expenses in accordance with the Company153s policies and procedures now in
\nforce or as such policies and procedures may be modified with respect to all\n<\/p>\n

\n

senior executive officers of the Company; provided that such reimbursement
\nshall occur no later than the last day of the calendar year following the
\ncalendar year in which Executive incurred the reimbursable expense.<\/p>\n

(d) Employee Benefits<\/u>. The Executive shall be eligible to participate
\nin the employee benefit plans and programs maintained by the Company from time
\nto time and generally available to senior executives of the Company, including,
\nto the extent maintained by the Company, medical, dental, accidental and
\ndisability insurance plans and profit sharing, pension, retirement, deferred
\ncompensation and savings plans, to the extent permitted by and in accordance
\nwith the terms and conditions of the applicable plan and applicable law in
\neffect from time to time. In addition, the Company shall pay or reimburse the
\nExecutive for an amount of up to $50,000 per year for the cost of maintaining
\nthe benefits provided under one or more concierge medical services arrangements
\nselected by the Executive from time to time.<\/p>\n

(e) Vacation<\/u>. The Executive shall be entitled to twenty-five days of
\npaid time off per annum pursuant to the Company153s Paid Time Off Policy, without
\ncarryover accumulation, which may be taken at the Executive153s sole discretion.\n<\/p>\n

3. Grant of Stock Options; Stockholders153 Agreement<\/u>.<\/p>\n

(a) Stock Option Grant<\/u>. In accordance with the Chinos Holdings, Inc.
\n2011 Equity Incentive Plan (as amended from time to time, the “Plan<\/u>“) to
\nbe established in connection with the Closing, the Executive will be granted as
\nsoon as practicable following the Closing (but in no event more than thirty (30)
\ndays following the Closing) options to purchase that number of shares of Class A
\ncommon stock of Parent equal to thirty five percent (35%) of the shares of Class
\nA common stock available for issuance under the Plan, with an exercise price
\nequal to the fair market value of a share of Class A common stock on the date of
\ngrant (the “Option<\/u>“). The Option will be subject to the Plan, the terms
\nof the award agreement evidencing such Option, the terms of the Stockholders
\nAgreements (as defined below) and other restrictions and limitations generally
\napplicable to common stock of Parent or equity awards held by Company executives
\nor otherwise imposed by law.<\/p>\n

(b) Stockholders153 Agreement<\/u>. Unless otherwise specified in the
\napplicable Stockholders Agreement, all shares of Parent common stock and all
\nother securities issued in connection with this Agreement or acquired by the
\nExecutive or any entity controlled by the Executive under this Agreement or
\notherwise shall be subject to the Principal Investors Stockholders153 Agreement
\ndated as of March 7, 2011 among the Company, Chinos Acquisition Corporation and
\ncertain stockholders, as amended or modified from time to time (the
\n“Principal Investors Stockholders Agreement<\/u>“), and the Management
\nStockholders Agreement dated as of March 7, 2011 among the Company, certain
\nstockholders and certain affiliates (the “Management Stockholders
\nAgreement<\/u>” and together with the Principal Investors Stockholders Agreement,
\nthe “Stockholders Agreements<\/u>“).<\/p>\n<\/p>\n

\n

4.Termination of Employment<\/u>.<\/p>\n

The Term of Employment may be terminated prior to March 7, 2015 or any
\nextension of the term established pursuant to Section 1(b) hereof, upon the
\nearliest to occur of the following events (at which time the Executive153s
\nemployment provided hereunder shall be terminated):<\/p>\n

(a) Death<\/u>. The Executive153s employment hereunder shall terminate upon
\nthe Executive153s death.<\/p>\n

(b) Disability<\/u>. The Company shall be entitled to terminate the
\nExecutive153s employment hereunder by reason of the Executive153s
\n“Disability<\/u>” if, as a result of the Executive153s incapacity due to
\nphysical or mental illness, the Executive shall have been unable to perform his
\nduties hereunder for a period of six (6) consecutive months or for 180 days
\nwithin any 365-day period, and within thirty (30) days after written Notice of
\nTermination (as defined below) for Disability is given following such 6-month or
\n180-day period, as the case may be, the Executive shall not have returned to the
\nperformance of his duties in accordance with this Agreement.<\/p>\n

(c) Cause<\/u>. The Company may terminate the Executive153s employment
\nhereunder for Cause. For purposes of this Agreement, the term “Cause<\/u>”
\nshall mean: (i) the willful and continued failure of the Executive substantially
\nto perform the Executive153s duties under this Agreement (other than as a result
\nof physical or mental illness or injury), after the Board delivers to the
\nExecutive a written demand for substantial performance that specifically
\nidentifies the manner in which the Board believes that the Executive has not
\nsubstantially performed the Executive153s duties; (ii) the willful engaging by the
\nExecutive in illegal conduct or gross misconduct which is materially and
\ndemonstrably injurious to the Company; and (iii) a breach of any of the
\nobligations under Sections 8, 9 and 10 or any of the representations and
\ncovenants contained in Section 12 hereof. Any act or failure to act that is
\nbased upon authority given pursuant to a resolution duly adopted by the Board,
\nor the advice of counsel for the Company, shall not constitute Cause. Cause
\nshall not exist unless and until the Company has delivered to the Executive a
\ncopy of a resolution duly adopted by a majority of the Board at a meeting of the
\nBoard called and held for such purpose (after reasonable but in no event less
\nthan thirty (30) days153 notice to the Executive and an opportunity for the
\nExecutive, together with his counsel, to be heard before the Board), finding
\nthat, in the good faith opinion of the Board, the Executive was guilty of the
\nconduct set forth above and specifying the particulars thereof in detail. This
\nSection 4(c) shall not prevent the Executive from challenging in any court of
\ncompetent jurisdiction the Board153s determination that Cause exists or that the
\nExecutive has failed to cure any act (or failure to act) that purportedly formed
\nthe basis for the Board153s determination.<\/p>\n

(d) Good Reason<\/u>. The Executive may terminate his employment hereunder
\nfor “Good Reason<\/u>,” for any of the following reasons enumerated in this
\nSection 4(d): (i) the diminution of, or appointment of anyone other than the
\nExecutive to serve in or handle, the Executive153s positions, authority, duties or
\nresponsibilities from the positions, authority, duties or responsibilities set
\nforth in Section 1 of this Agreement without the Executive153s consent; (ii) any
\npurported termination of the Term of Employment by the Company for a reason or
\nin a manner not expressly permitted by this Agreement; (iii) relocation of the
\nExecutive153s principal work location to more than fifty (50) miles from the
\nExecutive153s principal work location, (iv) any failure by the Company to comply
\nwith Sections 2 or 3 of this Agreement, or any other material<\/p>\n

\n

breach of this Agreement, including without limitation Section 14(e)(ii), or
\n(v) the removal of the Executive from his position as a member of the Board.
\nTermination pursuant to this Section 4(d) shall not be effective until the
\nfollowing conditions are satisfied: (x) the Executive delivers to the Board a
\nwritten notice specifically identifying the conduct of the Company which he
\nbelieves constitutes a reason enumerated in this Section 4(d) within a period
\nnot to exceed ninety (90) days of the initial existence of such conduct, (y) the
\nExecutive provides the Board at least thirty (30) days to remedy such conduct
\nand (z) the Executive then provides an additional Notice of Termination within
\nthirty (30) days of after the cure period referred to in subclause (y) has
\nexpired in the event the Company does not cure such conduct.<\/p>\n

(e) Without Cause<\/u>. The Company may terminate the Executive153s
\nemployment hereunder without Cause.<\/p>\n

(f) Without Good Reason<\/u>. The Executive may terminate his employment
\nhereunder without Good Reason, provided that the Executive provides the Company
\nwith notice of intent to terminate without Good Reason at least three (3) months
\nin advance of the Date of Termination. The Executive and the Company shall
\nmutually agree on the time, method and content of any public announcement
\nregarding the termination of Executive153s employment hereunder and neither the
\nExecutive nor the Company shall make any public statements which are
\ninconsistent with the information mutually agreed upon by the Company and the
\nExecutive and the parties hereto shall cooperate with each other in refuting any
\npublic statements made by other persons, which are inconsistent with the
\ninformation mutually agreed upon between the Executive and Company as described
\nabove.<\/p>\n

5. Termination Procedure<\/u>.<\/p>\n

(a) Notice of Termination<\/u>. Any termination of the Executive153s
\nemployment hereunder by the Company or by the Executive during the Term of
\nEmployment (other than termination pursuant to Section 4(a)) shall be
\ncommunicated by written notice of termination (“Notice of Termination<\/u>“)
\nto the other party hereto in accordance with Section 14(a).<\/p>\n

(b) Date of Termination<\/u>. “Date of Termination<\/u>” shall mean (i)
\nif the Executive153s employment is terminated by reason of the Executive153s death,
\nthe date of his death, (ii) if the Executive153s employment is terminated pursuant
\nto Section 4(b), thirty (30) days after Notice of Termination (provided that the
\nExecutive shall not have returned to the substantial performance of his duties
\nin accordance with this Agreement during such thirty (30) day period), (iii) if
\nthe Executive153s employment is terminated pursuant to Section 4(f), a date
\nspecified in the Notice of Termination which is at least three (3) months from
\nthe date of such notice as specified in such Section 4(f); and (iv) if the
\nExecutive153s employment is terminated for any other reason, the date on which a
\nNotice of Termination is given or any later date (within thirty (30) days (or
\nany alternative time period agreed upon by the parties) after the giving of such
\nnotice) set forth in such Notice of Termination.<\/p>\n

6. Termination Payments<\/u>.<\/p>\n

(a) Without Cause or for Good Reason<\/u>. In the event of the termination
\nof the Executive153s employment during the Term of Employment by the Company
\nwithout Cause or by<\/p>\n

\n

the Executive for Good Reason, the Executive shall be entitled to (i) a
\npayment, within ten (10) days following the Date of Termination, of Base Salary
\nthrough the Date of Termination (to the extent not theretofore paid), for any
\naccrued vacation pay, and any unreimbursed expenses under Sections 2(c) and (d)
\nhereof, (collectively, the “Accrued Obligations<\/u>“) and (ii) subject to the
\neffectiveness, within sixty (60) days following the Date of Termination, of the
\nExecutive153s execution of a general release and waiver of all claims against the
\nCompany, its affiliates and their respective officers and directors related to
\nthe Executive153s employment, in the form annexed as Exhibit A (but excluding (1)
\nhis rights to receive the benefits provided under this Agreement or under any
\nand all equity agreements entered into in connection herewith and, to the extent
\nthen in effect, the Stockholders153 Agreement, (2) his rights with respect to
\nrelated investments in the Company and (3) his rights to be indemnified in
\naccordance with the provisions of the Company153s charter and bylaws and to
\nreceive any benefits to which he is entitled under the Company153s directors153 and
\nofficers153 liability insurance policies, all in accordance with Section 7 hereof
\n(collectively, the “Excluded Obligations<\/u>“)), and subject to the
\nExecutive153s compliance with the terms and conditions contained in this
\nAgreement, (A) a payment equal to one year153s Base Salary and Target Bonus,
\none-half of such payment will be paid on the first business day that is six (6)
\nmonths and one day following the Date of Termination and the remaining one-half
\nof such payment will be paid in six (6) equal monthly installments commencing on
\nthe first business day of the seventh calendar month following the Date of
\nTermination; (B) a payment equal to the product of (x) the Bonus, if any, that
\nthe Executive would have earned based on the actual achievement of applicable
\nperformance objectives in the performance year in which the Date of Termination
\noccurs had Executive153s employment with the Company not been terminated, and (y)
\na fraction, the numerator of which is the number of days from the beginning of
\nsuch year through the Date of Termination, and the denominator of which is 365,
\nwhich will be paid when annual bonuses are generally paid to employees of the
\nCompany, but in no event later than the date that is 2.5 months following the
\nend of the year in which the Date of Termination occurs; and (C) the immediate
\nvesting of all equity awards previously granted to the Executive, including,
\nwithout limitation, the Option, to the extent outstanding as of the Date of
\nTermination. The Company shall have no additional obligations under this
\nAgreement, but the Executive shall retain all rights with respect to the
\nExcluded Obligations in accordance with the terms of the agreements under which
\nsuch obligations are provided.<\/p>\n

In no event shall the Executive be obligated to seek other employment or take
\nany other action by way of mitigation of the amounts payable to the Executive
\nunder any of the provisions of this Agreement, and such amounts shall not be
\nreduced, regardless of whether the Executive obtains other employment or is
\nengaged to perform other services.<\/p>\n

(b) Cause. Death, Disability, Without Good Reason, Failure to Renew<\/u>.
\nIf the Executive153s employment is terminated during the Term of Employment by the
\nCompany for Cause, by the Executive without Good Reason, by either party serving
\na notice not to renew pursuant to Section 1(b) herein, or as a result of the
\nExecutive153s death or Disability, the Company shall pay the Accrued Obligations
\nto the Executive within thirty (30) days following the Date of Termination. The
\nCompany shall have no additional obligations under this Agreement, but the
\nExecutive shall retain all rights with respect to the Excluded Obligations in
\naccordance with the terms of the agreements under which such obligations are
\nprovided.<\/p>\n

\n

(c) Other Rights and Benefits<\/u>. In the event of the termination of the
\nTerm of Employment for any reason, the Executive shall retain his rights under
\nall employee benefit plans, including the Equity Plan, in accordance with the
\nterms and conditions of such plans, provided that in no event will the Executive
\nbe entitled to any payments in the nature of severance or termination payments
\nexcept as specifically provided herein.<\/p>\n

7. Indemnification<\/u>.<\/p>\n

The Company agrees that if the Executive is made a party or threatened to be
\nmade a party to any action, suit or proceeding, whether civil, criminal,
\nadministrative or investigative (a “Proceeding<\/u>“), other than any
\nProceeding initiated by the Executive or the Company related to any contest or
\ndispute between the Executive and the Company or any of its affiliates with
\nrespect to this Agreement or the employment of the Executive hereunder, by
\nreason of the fact that the Executive is or was a director or officer of the
\nCompany, or any subsidiary of the Company or is or was serving at the request of
\nthe Company, as a director, officer, member, employee or agent of another
\ncorporation or a partnership, joint venture, trust or other enterprise, the
\nExecutive shall be indemnified and held harmless by the Company to the fullest
\nextent authorized by applicable law from and against any and all liabilities,
\ncosts, claims and expenses, including all costs and expenses incurred in defense
\nof any Proceeding (including attorneys153 fees). Costs and expenses incurred by
\nthe Executive in defense of such Proceeding (including attorneys153 fees) shall be
\npaid by the Company in advance of the final disposition of such litigation upon
\nreceipt by the Company of (a) a written request for payment, (b) appropriate
\ndocumentation evidencing the incurrence, amount and nature of the costs and
\nexpenses for which payment is being sought, and (c) an undertaking adequate
\nunder applicable law made by or on behalf of the Executive to repay the amounts
\nso paid if it shall ultimately be determined that the Executive is not entitled
\nto be indemnified by the Company under this Agreement. The Company and the
\nExecutive will consult in good faith with respect to the conduct of any
\nProceeding. If the Company or any of its successors or assigns consolidates with
\nor merges into any other entity or transfers all or substantially all of its
\nproperties or assets, then in each such case, proper provisions shall be made so
\nthat the successors or assigns of the Company shall assume all of the
\nobligations set forth in this Section 7.<\/p>\n

During the Term of Employment and for a term of six (6) years thereafter, the
\nCompany, or any successor to the Company shall purchase and maintain, at its own
\nexpense, directors and officers liability insurance providing coverage for
\nExecutive in the same amount as the other executive officers and directors of
\nthe Company.<\/p>\n

During the Term of Employment and for a term of six (6) years thereafter, the
\nCompany shall provide Executive with copies of all binders and policies issued
\nin connection with any directors and officers liability insurance affording
\ncoverage to Executive, within thirty (30) days following the Executive153s request
\nfor such documents.<\/p>\n

8. Non-Solicitation<\/u>.<\/p>\n

During the Term of Employment and for a period of two years following the
\nDate of Termination, the Executive hereby agrees not to, directly or indirectly,
\nfor his own account or for the account of any other person or entity, (i)
\nsolicit or hire or assist any other person or entity in<\/p>\n

\n

soliciting or hiring any employee of the Company or any of its subsidiaries
\nor affiliates to perform any services for any entity (other than the Company or
\ntheir respective subsidiaries or affiliates), attempt to induce any such
\nemployee to leave the employ of the Company or any affiliates of the Company, or
\notherwise interfere with or adversely modify such employee153s relationship with
\nthe Company or any of its subsidiaries or affiliates, or (ii) induce any
\nemployee of the Company who is a member of management to engage in any activity
\nwhich the Executive is prohibited from engaging in under any of Sections 8, 9 or
\n10 of this Agreement. For purposes of this Agreement, “employee” shall mean any
\nnatural person anywhere in the world who is employed by or otherwise engaged to
\nperform services for the Company or any of its affiliates on the Date of
\nTermination or during the one-year period preceding the Date of Termination.\n<\/p>\n

9. Non-Compete<\/u>.<\/p>\n

In connection with the employment of the Executive under this Agreement and
\nin recognition that the Executive shall be a significant stockholder in the
\nCompany as a result of the conversion of a significant ownership interest of the
\nExecutive in J. Crew Group, Inc. into an ownership interest in Parent in the
\nMerger (as such term is defined in the Merger Agreement), and except as
\nspecifically provided in Section 1(d) above, the Executive hereby agrees that,
\nduring the Term of Employment and for the one-year period following any
\ntermination of the Executive153s employment, the Executive shall not become
\nassociated with any entity, whether as a principal, partner, employee,
\nconsultant or shareholder (other than as a holder of a passive investment of not
\nin excess of 5% of the outstanding voting shares of any publicly traded
\ncompany), that is actively engaged in retail apparel business in any geographic
\narea in which the Company or any of its subsidiaries or affiliates are engaged
\nin such business.<\/p>\n

10. Confidentiality; Non-Disclosure<\/u>.<\/p>\n

(a) The Executive hereby agrees that, during the Term of Employment and
\nthereafter, he will hold in strict confidence any proprietary or Confidential
\nInformation related to the Company and its affiliates. For purposes of this
\nAgreement, the term “Confidential Information<\/u>” shall mean all information
\nof the Company or any of its affiliates (in whatever form) which is not
\ngenerally known to the public, including without limitation any inventions,
\nprocesses, methods of distribution or customers153 or trade secrets.<\/p>\n

(b) The Executive hereby agrees that, upon the termination of the Term of
\nEmployment, he shall not take, without the prior written consent of the Company,
\nany drawing, blueprint, specification or other document (in whatever form) of
\nthe Company or its affiliates, which is of a confidential nature relating to the
\nCompany or its affiliates, or, without limitation, relating to its or their
\nmethods of distribution, or any description of any formulas or secret processes
\nand will return any such information (in whatever form) then in his possession.\n<\/p>\n

11. Injunctive Relief<\/u><\/p>\n

It is impossible to measure in money the damages that will accrue to the
\nCompany in the event that the Executive breaches any of the restrictive
\ncovenants provided in Sections 8, 9 or 10 hereof. In the event that the
\nExecutive breaches any such restrictive covenant, the Company shall be entitled
\nto an injunction restraining the Executive from violating such restrictive<\/p>\n

\n

covenant. If the Company shall institute any action or proceeding to enforce
\nany such restrictive covenant, the Executive hereby waives the claim or defense
\nthat the Company has an adequate remedy at law and agrees not to assert in any
\nsuch action or proceeding the claim or defense that the Company has an adequate
\nremedy at law. The foregoing shall not prejudice the Company153s right to require
\nthe Executive to account for and pay over to the Company, and the Executive
\nhereby agrees to account for and pay over, the compensation, profits, monies,
\naccruals or other benefits derived or received by the Executive, directly or
\nindirectly, as a result of any transaction constituting a breach of any of the
\nrestrictive covenants provided in Sections 8, 9 or 10 of this Agreement.<\/p>\n

12. Representations and Covenants; Certain Reimbursements<\/u>.<\/p>\n

(a) The Executive and the Company hereby represent to each other that they
\nhave full power and authority to enter into this Agreement on behalf of
\nthemselves and that the execution of, and performance of duties or obligations
\nunder, this Agreement shall not constitute a breach of or otherwise violate any
\nother agreement to which the Executive or the Company, as applicable, is a
\nparty.<\/p>\n

(b) The Executive hereby represents and covenants to the Company that he will
\nnot utility or disclose any confidential information obtained by the Executive
\nin connection with his former employment with respect to his duties and
\nresponsibilities hereunder and the Company, and the Company covenants that it
\nwill not ask the Executive to do so.<\/p>\n

13. Additional Payments<\/u>.<\/p>\n

In the event that following a Change in Control IPO (as defined below) that
\noccurs after the Effective Date, any payment, right or benefit made or provided
\nto the Executive under this Agreement and under any other plan, program or
\nagreement of the Company or any of its affiliates (collectively, the
\n“Aggregate Payment<\/u>“) become subject to any tax (the “Excise Tax<\/u>“)
\nimposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the
\n“Code<\/u>“), the Company shall pay to the Executive an additional amount (the
\n“Excise Tax Payment<\/u>“) such that the net amount retained by the Executive
\nwith respect to the Aggregate Payment, after deduction of any Excise Tax on the
\nAggregate Payment and any Federal, state and local income and employment tax and
\nExcise Tax on the Excise Tax Payment (and any interest and penalties thereon),
\nbut before deduction for any Federal, state or local income or employment tax
\nwithholding on such Aggregate Payment, shall be equal to the amount of the
\nAggregate Payment. The Company shall pay the Excise Tax Payment to the Executive
\nno later than the end of Executive153s taxable year next following Executive153s
\ntaxable year in which the Excise Tax (and any income or other related taxes or
\ninterest or penalties thereon) on the Aggregate Payment are remitted to the
\nInternal Revenue Service or any other applicable taxing authority.<\/p>\n

The determination of whether the Aggregate Payment will be subject to the
\nExcise Tax and, if so, the amount to be paid to the Executive and the time of
\npayment pursuant to this Section 13 shall be made by the Auditor (as defined
\nbelow), subject to a different determination by the Internal Revenue Service.
\nAll fees and expenses of the Auditor shall be borne solely by the Company.<\/p>\n

\n

For purposes of determining the amount of any additional payments hereunder,
\nthe Executive shall be deemed to pay: (i) Federal income taxes at the highest
\napplicable marginal rate of Federal income taxation for the calendar year in
\nwhich such payments are to be made, and, (ii) any applicable state and local
\nincome taxes at the highest applicable marginal rate of taxation for the
\ncalendar year in which such payments are to be made, net of the maximum
\nreduction in Federal incomes taxes that could be obtained from the deduction of
\nsuch state or local taxes if paid in such year.<\/p>\n

For purposes of this Agreement, the following definitions shall have the
\nfollowing meanings:<\/p>\n

(a) “Auditor” shall mean a nationally recognized United States public
\naccounting firm, jointly selected by the Company and the Executive, which has
\nnot, during the two years preceding the date of its selection, acted in any way
\non behalf of the Company. If the Executive and the Company cannot agree on the
\nfirm to serve as the Auditor, then the Executive and the Company shall each
\nselect one accounting firm and those two firms shall jointly select the
\naccounting firm to serve as the Auditor.<\/p>\n

(b) “Change in Control IPO” shall mean a change in control of the Company
\nthat occurs when the Company (or any affiliate of the Company that would be
\ntreated, together with the Company, as a single corporation under Section 280G
\nof the Code and the regulations thereunder) has stock that is readily tradable
\non an established securities market or otherwise within the meaning of Q&A 6
\nof Treasury Regulation 1.280G-1.<\/p>\n

In the event that the Company undergoes a change in control prior to the time
\nthat it (or any affiliate of the Company that would be treated, together with
\nthe Company, as a single corporation under Section 280G of the Code and the
\nregulations thereunder) has stock that is readily tradeable on an established
\nsecurities market (within the meaning of the Section 280G of the Code and the
\nregulations thereunder), the Company and the Executive shall use their
\nreasonable best efforts to seek the requisite approval by the Company153s
\nshareholders of any payments, rights or benefits proposed to be made or provided
\nto the Executive under this Agreement and under any other plan, program or
\nagreement of the Company or any of its affiliates in connection with such change
\nin control by taking all administrative steps necessary to prevent having the
\npayments, rights or benefits or any portion thereof characterized as “parachute
\npayments” under Sections 280G and 4999 of the Code. The Company153s actions
\npursuant to this provision are not intended to bind, nor shall be construed as
\nbinding, the shareholders of the Company. In connection with the obtaining of
\nsuch approval, if so requested, the Executive agrees to undertake any such
\nwaivers that may be required in order for the Company to validly seek the
\napproval of its shareholders.<\/p>\n

14. Miscellaneous<\/u>.<\/p>\n

(a) Any notice or other communication required or permitted under this
\nAgreement shall be effective only if it is in writing and delivered personally
\nor sent by registered or certified mail, postage prepaid, addressed as follows
\n(or if it is sent through any other method agreed upon by the parties):<\/p>\n

\n

If to Parent:<\/p>\n

Chinos Holdings, Inc.<\/p>\n

c\/o TPG Capital, L.P.<\/p>\n

345 California Street<\/p>\n

Suite 3300<\/p>\n

Attention: General Counsel<\/p>\n

Fax: 415-743-1500<\/p>\n

with an additional copy (which will not constitute notice) to:<\/p>\n

Ropes & Gray LLP<\/p>\n

The Prudential Tower<\/p>\n

800 Boylston Street<\/p>\n

Boston, Massachusetts 02119<\/p>\n

Attention: Loretta R. Richard, Esq.<\/p>\n

Renata J. Ferrari, Esq.<\/p>\n

Fax: 617-951-7050<\/p>\n

If to the Company:<\/p>\n

J. Crew Group, Inc.<\/p>\n

770 Broadway<\/p>\n

New York, NY 10003<\/p>\n

Attention: Board of Directors and Secretary<\/p>\n

with a copy to:<\/p>\n

Paul Shim, Esq.<\/p>\n

Cleary, Gottlieb, Steen & Hamilton One liberty Plaza<\/p>\n

New York, NY 10006<\/p>\n

If to the Executive:<\/p>\n

To the address on file with the Company, with a copy to:<\/p>\n

David Rubinsky, Esq.<\/p>\n

Willkie Farr & Gallagher LLP 787 Seventh Avenue<\/p>\n

New York, NY 10019-6099<\/p>\n

or to such other address as any party hereto may designate by notice to the
\nothers, and shall be deemed to have been given upon receipt.<\/p>\n

(b) The Company shall reimburse the Executive for reasonable legal fees
\nincurred by the Executive in connection with the negotiation of this Agreement
\nand any related agreements.<\/p>\n

\n

(c) This Agreement constitutes the entire agreement among the parties hereto
\nwith respect to the employment of the Executive and supersedes and terminates
\nall prior communications, agreements and understandings, written or oral, with
\nrespect to the terms and conditions of the Executive153s employment with the
\nCompany, including, but not limited to the Prior Agreement. Notwithstanding the
\nforegoing, Section 14 of the Prior Agreement shall survive and continue in
\naccordance with its terms solely with respect to any payments or benefits that
\nmay become payable to the Executive in connection with the transactions
\ncontemplated by the Merger Agreement.<\/p>\n

(d) This Agreement may be amended only by an instrument in writing signed by
\nthe parties hereto, and any provision hereof may be waived only by an instrument
\nin writing signed by the party or parties against whom or which enforcement of
\nsuch waiver is sought. The failure of any party hereto at any time to require
\nthe performance by any other party hereto of any provision hereof shall in no
\nway affect the full right to require such performance at any time thereafter,
\nnor shall the waiver by any party hereto of a breach of any provision hereof be
\ntaken or held to be a waiver of any succeeding breach of such provision or a
\nwaiver of the provision itself or a waiver of any other provision of this
\nAgreement.<\/p>\n

(e)(i) This Agreement is binding on and is for the benefit of the parties
\nhereto and their respective successors, heirs, executors, administrators and
\nother legal representatives. Neither this Agreement nor any right or obligation
\nhereunder may be assigned by the Company or the Executive.<\/p>\n

(ii) The Company shall require any successor (whether direct or indirect, by
\npurchase, merger, consolidation or otherwise) to all or substantially all of the
\nbusiness and\/or assets of the Company expressly to assume and agree to perform
\nthis Agreement in the same manner and to the same extent that the Company would
\nhave been required to perform it if no such succession had taken place. As used
\nin the Agreement, the “Company<\/u>” shall mean both the Company as defined
\nabove and any such successor that assumes and agrees to perform this Agreement,
\nby operation of law or otherwise.<\/p>\n

(f) If any provision of this Agreement or portion thereof is so broad, in
\nscope or duration, so as to be unenforceable, such provision or portion thereof
\nshall be interpreted to be only as broad as is enforceable.<\/p>\n

(g) The Company may withhold from any amounts payable to the Executive
\nhereunder all federal, state, city or other taxes that the Company may
\nreasonably determine are required to be withheld pursuant to any applicable law
\nor regulation.<\/p>\n

(h) This Agreement shall be governed by and construed in accordance with the
\nlaws of the State of NEW YORK, without reference to its principles of conflicts
\nof law.<\/p>\n

(i) Any disagreement, dispute, controversy or claim arising out of or
\nrelating to this Agreement or the interpretation hereof or any agreements
\nrelating hereto or contemplated herein or the interpretation, breach,
\ntermination, validity or invalidity hereof shall be settled exclusively and
\nfinally by arbitration; provided<\/u> that the Company shall not be required
\nto submit claims for injunctive relief to enforce the covenants contained in
\nSections 8, 9 or 10 of this Agreement to<\/p>\n

\n

arbitration. The arbitration shall be conducted in accordance with the
\nCommercial Arbitration Rules (the “Rules<\/u>“) of the American Arbitration
\nAssociation, except as amplified or otherwise varied hereby. The Company and the
\nExecutive jointly shall appoint one individual to act as arbitrator within
\nthirty (30) days of initiation of the arbitration. If the parties shall fail to
\nappoint such arbitrator as provided above, such arbitrator shall be appointed by
\nthe President of the Association of the Bar of the City of New York and shall be
\na person who maintains his or her Executive place of business in the New York
\nmetropolitan area and shall be an attorney, accountant or other professional
\nlicensed to practice by the State of New York who has substantial experience in
\nemployment and executive compensation matters. All fees and expenses of such
\narbitrator shall be shared equally by the Company and the Executive. The situs
\nof the arbitration shall be New York City. Any decision or award of the arbitral
\ntribunal shall be final and binding upon the parties to the arbitration
\nproceeding. The parties hereto hereby waive to the extent permitted by law any
\nrights to appeal or to seek review of such award by any court or tribunal. The
\narbitration award shall be paid within thirty (30) days after the award has been
\nmade. Judgment upon the award may be entered in any federal or state court
\nhaving jurisdiction over the parties and shall be final and binding. Each party
\nshall be required to keep all proceedings related to any such arbitration and
\nthe final award and judgment strictly confidential; provided<\/u> that either
\nparty may disclose such award as necessary to enter the award in a court of
\ncompetent jurisdiction or to enforce the award, and to the extent required by
\nlaw, court order, regulation or similar order.<\/p>\n

(j) This Agreement may be executed in several counterparts, each of which
\nshall be deemed an original, but all of which shall constitute one and the same
\ninstrument.<\/p>\n

(k) The headings in this Agreement are inserted for convenience of reference
\nonly and shall not be a part of or control or affect the meaning of any
\nprovision hereof.<\/p>\n

(l) Notwithstanding anything in this Agreement to the contrary, (i) all
\nreimbursement and in-kind benefits provided under this Agreement shall be made
\nor provided in accordance with the requirements of Section 409A of the Code to
\nthe extent that such reimbursements or in-kind benefits are subject to Section
\n409A of the Code; (ii) all expenses or other reimbursements paid pursuant to
\nthis Agreement that are taxable income to the Executive shall in no event be
\npaid later than the end of the calendar year next following the calendar year in
\nwhich the Executive incurs such expense or pays such related tax; and (iii) with
\nregard to any provision in this Agreement that provides for reimbursement of
\ncosts and expenses or provision of in-kind benefits, except as permitted by
\nSection 409A of the Code, (A) the right to reimbursement or in-kind benefits
\nshall not be subject to liquidation or exchange for another benefit and (B) the
\namount of expenses eligible for reimbursement, or in-kind benefits provided,
\nduring any taxable year shall not affect the expenses eligible for
\nreimbursement, or in-kind benefits to be provided, in any other taxable year.\n<\/p>\n

(m) This Agreement is intended to comply with Section 409A of the Code. In
\ndetermining the time for payment of any amounts which are treated as
\nnonqualified deferred compensation, the Agreement shall be interpreted so that
\nall references therein to a “termination”, or a “termination of employment”, or
\nlike terms are treated as instead referring to a “separation from service”, as
\nsuch term is defined in Section 409A of the Code. All provisions of the
\nAgreement are meant to be exempt from compliance with Section 409A of the Code,
\nto<\/p>\n

\n

the maximum extent permitted, and otherwise to comply with Section 409A of
\nthe Code. Accordingly, all provisions of the Agreement shall be construed in a
\nmanner consistent with avoiding taxes or penalties under Section 409A of the
\nCode.<\/p>\n

\n

IN WITNESS WHEREOF, Chinos Holdings, Inc. and J. Crew Group, Inc. have each
\ncaused their respective names to be ascribed to this Agreement by a duly
\nauthorized representative and the undersigned, Millard S. Drexler, has executed
\nthis Agreement, on or before this 7th day of March, 2011.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

CHINOS HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

\/s\/ Ronald Cami<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Ronald Cami<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Vice President and Secretary<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

J. CREW GROUP, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

\/s\/ James Scully<\/p>\n<\/td>\n<\/tr>\n

\n

Name: James Scully<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Chief Administrative Officer &<\/p>\n<\/td>\n<\/tr>\n

\n

Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

\/s\/ Millard S. Drexler<\/p>\n<\/td>\n<\/tr>\n

\n

Millard S. Drexler<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Millard S. Drexler Employment
\nAgreement] <\/em><\/p>\n

\n

Execution Version<\/p>\n

EXHIBIT A<\/p>\n

FORM OF GENERAL RELEASE<\/p>\n

GENERAL RELEASE OF CLAIMS<\/p>\n

1. Millard S. Drexler (the “Executive<\/u>“), for himself and his family,
\nheirs, executors, administrators, legal representatives and their respective
\nsuccessors and assigns, in exchange for the consideration contained in Section
\n5(a)(ii) of the Employment Agreement to which this release is attached as
\nExhibit A (the “Employment Agreement<\/u>“), which the Executive acknowledges
\nis in addition to any amounts to which he would have otherwise been entitled but
\nfor the Employment Agreement and execution of this General Release of Claims,
\ndoes hereby release and forever discharge Chinos Holdings, Inc.
\n(“Parent<\/u>“) and its subsidiary J. Crew Group, Inc. (together with Parent,
\nthe “Company<\/u>“) and their respective subsidiaries or affiliated companies,
\nand their respective current or former directors, officers, employees,
\nshareholders or agents in such capacities (collectively with the Company, the
\n“Released Parties<\/u>“) from any and all actions, causes of action, suits,
\ncontroversies, claims and demands whatsoever, for or by reason of any matter,
\ncause or thing whatsoever, whether known or unknown, arising under or in
\nconnection with the Executive153s employment or the termination of such employment
\nwith the Company, whether for tort, breach of express or implied employment
\ncontract, wrongful discharge, intentional infliction of emotional distress, or
\ndefamation or injuries incurred on the job or incurred as a result of the
\ntermination of the employment. The Executive acknowledges that the Company
\nencouraged him to consult with an attorney of his choosing, and through this
\nGeneral Release of Claims encourages him to consult with his attorney with
\nrespect to possible claims under the Age Discrimination in Employment Act
\n(“ADEA<\/u>“) and that he understands that the ADEA is a Federal statute that,
\namong other things, prohibits discrimination on the basis of age in employment
\nand employee benefits and benefit plans. Without limiting the generality of the
\nrelease provided above, the Executive expressly waives any and all claims under
\nADEA that he may have as of the date hereof. The Executive further understand
\nthat by signing this General Release of Claims he is in fact waiving, releasing
\nand forever giving up any claim under the ADEA as well as all other laws within
\nthe scope of this paragraph 1 that may have existed on or prior to the date
\nhereof. Notwithstanding anything in this paragraph 1 to the contrary, this
\nGeneral Release of Claims shall not apply to (i) any actions to enforce rights
\narising under, or any claim for benefits that may be due the Executive pursuant
\nto any vested benefits under any employee benefit plan, or vested rights under
\nany and all equity agreements entered into in connection with the Employment
\nAgreement and, to the extent in effect, the Stockholders153 Agreement, (ii) any
\nactions to enforce the Executive153s rights with respect to his related
\ninvestments in the Company, and (iii) any indemnification rights the Executive
\nmay have as a former officer or director of the Company or its subsidiaries or
\naffiliated companies in accordance with the Company153s charter and bylaws and any
\nclaims to receive any benefits to which he is entitled under the Company153s
\ndirectors153 and officers153 liability policies, all in accordance with Section 7 of
\nthe Employment Agreement.<\/p>\n

2. The Executive represents that he has not filed against the Released
\nParties any complaints, charges, or lawsuits arising out of his employment, or
\nany other matter arising on or<\/p>\n

\n

prior to the date of this General Release of Claims, and covenants and agrees
\nthat he will never individually or with any person to file, or commence the
\nfiling of, any charges, lawsuits, complaints or proceedings with any
\ngovernmental agency, or against the Released Parties with respect to any of the
\nmatters released by the Executive pursuant to paragraph 1 hereof.<\/p>\n

3. The Executive hereby acknowledges that the Company has informed him that
\nhe has up to twenty-one (21) days to sign this General Release of Claims and he
\nmay knowingly and voluntarily waive that twenty-one (21) day period by signing
\nthis General Release of Claims earlier. The Executive also understands that he
\nshall have seven (7) days following the date on which he signs this General
\nRelease of Claims within which to revoke it by providing a written notice of his
\nrevocation to the Company.<\/p>\n

4. The Executive acknowledges that this General Release of Claims will be
\ngoverned by and construed and enforced in accordance with the internal laws of
\nthe State of NEW YORK applicable to contracts made and to be performed entirely
\nwithin such State.<\/p>\n

5. The Executive acknowledges that he has read this General Release of
\nClaims, that he has been advised that he should consult with an attorney before
\nhe executes this general release of claims, and that he understands all of its
\nterms and executes it voluntarily and with full knowledge of its significance
\nand the consequences thereof.<\/p>\n

6. This General Release of Claims shall take effect on the eighth day
\nfollowing the Executive153s execution of this General Release of Claims unless the
\nExecutive153s written revocation is delivered to the Company within seven (7) days
\nafter such execution.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Millard S. Drexler<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/u><\/p>\n

, 20 <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The parties understand and agree that the release of claims provided
\nin this form of general release shall be entered into by the parties to the
\nEmployment Agreement in connection with termination of the Executive153s
\nemployment pursuant to a separation agreement or arrangement, which shall state,
\namong other things, the consideration the Executive is entitled to receive in
\nconnection with such termination. <\/strong><\/p>\n<\/p>\n

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