{"id":40121,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nda-j-crew.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nda-j-crew","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/nda-j-crew.html","title":{"rendered":"NDA – J. Crew"},"content":{"rendered":"

NON-DISCLOSURE, NON-SOLICITATION AND
\nNON-COMPETITION <\/u><\/strong><\/p>\n

In consideration of your promotion to EVP : Direct and continued employment
\nwith or provision of services to J. Crew Group, Inc. and its affiliates
\n(collectively, the “Company”) and for other good and valuable consideration
\ndescribed below, receipt of which is hereby acknowledged, you agree as follows:\n<\/p>\n

1<\/strong>. Agreement Not to Disclose Confidential
\nInformation. <\/strong>In the course of your employment with or provision of
\nservices to the Company, you have and will have acquired and have had access to
\nconfidential or proprietary information about the Company, including but not
\nlimited to, trade secrets, methods, models, passwords, access to computer files,
\nfinancial information and records, computer software programs, agreements and\/or
\ncontracts between the Company and its vendors and suppliers, the Company153s
\nmerchandising, marketing and\/or creative policies, practices, concepts,
\nstrategies, and methods of operations, inventory, pricing and price change
\nstrategies, possible new product lines, future merchandise designs, patterns,
\nfabrication or fit information, internal policies, pricing policies and
\nprocedures, cost estimates, employee lists, training manuals, financial or
\nbusiness projections, unannounced financial data such as sales, earnings or
\ncapital requirements, possible mergers, acquisitions or joint ventures and
\ninformation about or received from vendors and other companies with which the
\nCompany does business. The foregoing shall be collectively referred to as
\n“Confidential Information.” You are aware that the Confidential Information is
\nnot readily available to the public. You agree that during your employment or
\nprovision of services and for a period of three (3) years thereafter, you will
\nkeep confidential and not disclose the Confidential Information to anyone or use
\nit for your own benefit or for the benefit of others, except in performing your
\nduties as our employee or agent. You agree that this restriction shall apply
\nwhether or not any such information is marked “confidential.”<\/p>\n

All memoranda, disks, files, notes, records or other documents, whether in
\nelectronic form or hard copy (collectively, the “material”) compiled by you or
\nmade available to you during your employment (whether or not the material
\ncontains confidential information) are the property of the Company and shall be
\ndelivered to the Company on the termination of your employment or at any other
\ntime upon request. Except in connection with your employment, you agree that you
\nwill not make or retain copies or excerpts of the material.<\/p>\n

2. Agreement Not to Engage in Unfair Competition. <\/strong>You agree
\nthat your position with the Company requires and will continue to require the
\nperformance of services which are special, unique, extraordinary and of an
\nintellectual and\/or artistic character and places you in a position of
\nconfidence and trust with the Company. You further acknowledge that the
\nrendering of services to the Company necessarily requires the disclosure of
\nconfidential information and trade secrets of the Company. You agree that in the
\ncourse of your employment with or rendering of services to the Company, you will
\ndevelop a personal acquaintanceship and relationship with the vendors and other
\nbusiness associates of the Company and knowledge of their affairs and
\nrequirements. Consequently, you agree that it is reasonable and necessary for
\nthe protection of<\/p>\n<\/p>\n

770 Broadway New York NY 10003 Tel 212 209 2500 Fax 212 209
\n2666<\/p>\n

\n

the goodwill and business of the Company that you make the covenants
\ncontained herein. Accordingly, you agree that while you are in the Company153s
\nemploy and for the period of twelve months after the termination of your
\nemployment, for any reason whatsoever, you shall not directly or indirectly,
\nexcept on behalf of the Company:<\/p>\n

(a) render services to or accept employment, either directly as an employee
\nor owner, or indirectly, as a paid or unpaid consultant or independent
\ncontractor of any entity identified on Schedule A<\/u> hereto (as may be
\nupdated by the Company from time to time); or<\/p>\n

(b) employ as an employee or retain as a consultant any person who is then or
\nat any time during the preceding twelve months was an employee of or consultant
\nto the Company, or persuade or attempt to persuade any employee of or consultant
\nto the Company to leave the employ of the Company or to become employed as an
\nemployee or retained as a consultant by anyone other than the Company.<\/p>\n

3. Annual Bonuses and Signing Bonus. <\/strong>As additional
\nconsideration for you entering into this Agreement and agreeing to the covenants
\ncontained herein, the Company will provide you with the following:<\/p>\n

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

(b) A one-time bonus payment of $50,000 (less all authorized or required
\npayroll withholdings and payroll deductions) (“Bonus Payment<\/u>“) payable
\nwithin thirty days after you execute and return this Agreement; provided that
\nyou will be required to immediately pay back a pro-rata portion of such Bonus
\nPayment in the event you voluntarily terminate your employment with the Company
\nor your employment is terminated by the Company for Cause, as defined below,
\nwithin one year after the date of this Agreement. The pro-ration shall be
\ndetermined based on the number of full months having elapsed from the date of
\nthis Agreement to your last date of employment, divided by twelve.<\/p>\n

(c) Subject to the approval of the Compensation Committee of the Board of
\nDirectors, a restricted stock grant of 10,000 shares of the Company153s common
\nstock (the “Restricted Stock Grant<\/u>“). The Restricted Stock Grant shall
\nvest 50% on the third anniversary of the grant date and 50% on the fourth
\nanniversary of the grant date. The Restricted Stock Grant shall be subject to
\nand governed by the terms and conditions of the Company153s 2008 Amended and
\nRestated Equity Incentive Plan and shall be evidenced by a separate restricted
\nstock agreement.<\/p>\n<\/p>\n

2<\/p>\n

\n

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

Notwithstanding the foregoing paragraph, in the event your employment is
\nterminated by the Company without Cause, and you are a “specified employee”
\nwithin the meaning of Section 409A of Code (as determined in accordance with the
\nmethodology established by the Company as in effect on the date of your
\ntermination), and the Salary Continuation Payments described above to be paid
\nwithin the first six months following such date (the “Initial Payment
\nPeriod<\/u>“) exceed the amount referenced in Treas. Regs. Section
\n1.409A-l(b)(9)(iii)(A) (the “Limit<\/u>“), then: (i) any portion of the Salary
\nContinuation Payments that are payable during the Initial Payment Period that
\ndoes not exceed the Limit shall be paid at the times set forth above; (ii) any
\nportion of the Salary Continuation Payments that are a “short-term deferral”
\nwithin the meaning of Treas. Regs. Section 1.409A-l(b)(4)(i) shall be paid at
\nthe times set forth above; (iii) any portion of the Salary Continuation Payments
\nthat exceeds the Limit and are not a “short-term deferral” (and would have been
\npayable during the Initial Payment Period but for the Limit) shall be paid on
\nthe first business day after the six-month anniversary of the Termination Date
\nor, if earlier, on the date of your death; and (iv) any portion of the Salary
\nContinuation Payments that are payable after the Initial Payment Period shall be
\npaid at the times set forth above. It is intended that each<\/p>\n<\/p>\n

3<\/p>\n

\n

installment, if any, of the payments and benefits, if any, provided to you
\nunder this Section 3 shall be treated as a separate “payment” for purposes of
\nSection 409A of the Code.<\/p>\n

For purposes of this agreement, “Cause” means (i) you have acted in bad faith
\nand to the detriment of the Company; (ii) you have refused or failed to act in
\naccordance with any specific lawful direction or order of supervisory personnel;
\n(iii) you have exhibited in regard to your employment unfitness or
\nunavailability for service, misconduct, dishonesty, habitual neglect,
\nincompetence, or have committed an act of embezzlement, fraud or theft with
\nrespect to the property of the Company; (iv) you have abused alcohol or drugs on
\nthe job or in a manner which affects your job; (v) you have been found guilty of
\nor have plead nolo contendere<\/u> to the commission of a crime involving
\ndishonesty, breach of trust, or physical or emotional harm to any person; (vi)
\nyou have breached any material term of this Agreement or of any Company policy;
\nand\/or (vii) your death or disability (such that you cannot perform the
\nessential functions of the job, with or without accommodation). No payment will
\nbe required if the Company elects in its sole discretion to waive the
\npost-termination restrictions on your employment contained in paragraph 2(a)
\nherein or if the conditions set forth in this paragraph are otherwise not met.\n<\/p>\n

5. Termination With <\/strong>Cause or Resignation of
\nEmployment<\/strong>. If the Company terminates your employment and such
\ntermination is for “Cause,” as defined above, or if you resign your employment
\nfor any reason, then the Company shall pay you all wages due through the
\ntermination date. In the event of termination for Cause or your resignation, the
\nCompany will not pay any severance, and the restrictions contained in paragraph
\n2(a) above will remain in full force and effect unless waived by the Company.\n<\/p>\n

6. Term. <\/strong>The term of this agreement shall be three (3)
\nyears, beginning on the date signed by you, as set forth below, and terminating
\non the third anniversary of such date. At the Company153s request upon or in
\nadvance of the termination of this agreement, you will enter into discussions to
\nextend the terms of this agreement or negotiate in good faith an agreement of
\nsimilar effect.<\/p>\n

Notwithstanding the foregoing, in the event that your employment terminates
\nprior to the third anniversary, you shall remain subject to the post-termination
\nrestrictions contained in Sections 1 and 2 hereof and shall be entitled to the
\nseverance payment contained in Section 4 hereof provided that the terms and
\nconditions applicable thereto have been satisfied.<\/p>\n

7. Injunctive Relief. <\/strong>You agree that any actual or
\nthreatened breach by you of the covenants set forth in paragraphs 1 and 2 of
\nthis agreement would result in irreparable harm to the Company for which
\nmonetary damages alone would be an insufficient remedy. Thus, although nothing
\nin this paragraph will prohibit the Company from pursuing any remedies available
\nto it against you under applicable law (which shall be cumulative with those
\nremedies set forth herein), you specifically agree that, in the event of any
\nthreatened or actual breach of this agreement by you, the Company shall be
\nentitled to a temporary restraining order and, thereafter, a preliminary and
\npermanent injunction and other equitable relief including, without limitation,
\nan equitable accounting of earnings, profits, and other benefits, from a court
\nof competent jurisdiction, as well as reimbursement from you for any attorneys153
\nfees and other costs incurred by the Company in obtaining such relief. No
\nspecification in this agreement of any legal or equitable remedy shall be
\nconstrued as a waiver or prohibition against pursuing any<\/p>\n<\/p>\n

4<\/p>\n

\n

other legal or equitable remedies in the event of a threatened or actual
\nbreach of this agreement by you.<\/p>\n

8. Severability. <\/strong>If any provision of this agreement, or any
\npart thereof, is found to be invalid or unenforceable, the same shall not affect
\nthe remaining provisions, which shall be given full effect, without regard to
\nthe invalid portions. Moreover, if any one or more of the provisions contained
\nin this agreement shall be held to be excessively broad as to duration, scope,
\nactivity or subject, such provisions shall be construed by limiting and reducing
\nthem so as to be enforceable to the maximum extent with applicable law.<\/p>\n

9. At-Will Employment. <\/strong>This agreement is limited to the
\nforegoing terms and shall not be construed to create any relationship between
\nyou and the Company other than at-will employment for all purposes. This
\nagreement supersedes all agreements concerning the subject matter hereof.<\/p>\n

10. Governing Law. <\/strong>The terms of this agreement and all
\nrights and obligations of the parties thereto including its enforcement shall be
\ninterpreted and governed by the laws of the state of New York.<\/p>\n

11. Section 409A of the Code. <\/strong>If any provision of this
\nagreement (or any award of compensation or benefits provided under this
\nagreement) would cause you to incur any additional tax or interest under Section
\n409 A of the Code, the Company and you shall reasonably cooperate to reform such
\nprovision to comply with 409A and the Company agrees to maintain, to the maximum
\nextent practicable without violating 409A of the Code, the original intent and
\neconomic benefit to you of the applicable provision; provided that nothing
\nherein shall require the Company to provide you with any gross-up for any tax,
\ninterest or penalty incurred by you under Section 409A of the Code.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

AGREED TO AND ACCEPTED:<\/p>\n<\/td>\n

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

Signature:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Trish Donnelly<\/p>\n<\/td>\n

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

Print Name:<\/p>\n<\/td>\n

<\/td>\n\n

Trish Donnelly<\/p>\n<\/td>\n<\/tr>\n

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

Trish Donnelly<\/p>\n<\/td>\n

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

Date:<\/p>\n<\/td>\n

<\/td>\n\n

11\/16\/2009<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n

SCHEDULE A TO NON-DISCLOSURE, <\/strong><\/p>\n

NON-SOLICITATION AND NON-COMPETITION AGREEMENT
\n<\/u><\/strong><\/p>\n

Unless waived in writing by the Company, the post-termination restrictions on
\nemployment contained in paragraph 2(a) above shall apply to employment with the
\nfollowing entities, as well as their parent and subsidiary companies:<\/p>\n

Aeropostale<\/p>\n

Abercrombie & Fitch brands<\/p>\n

American Eagle brands<\/p>\n

Ann Taylor<\/p>\n

Coach<\/p>\n

Gap brands<\/p>\n

Kate Spade<\/p>\n

Limited brands<\/p>\n

Liz Claiborne Brands<\/p>\n

LVMH<\/p>\n

Ralph Lauren brands<\/p>\n

Theory<\/p>\n

Tommy Hilfiger<\/p>\n

Tory Burch<\/p>\n

Urban Outfitters brands<\/p>\n

Any retail apparel start-up operated by one of the above companies<\/p>\n<\/p>\n

6 v<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7928],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9549],"class_list":["post-40121","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-j-crew-group-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__noncompetition"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40121","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40121"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40121"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40121"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40121"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}