Employment Agreement - J Crew Group Inc. and Scott Gilbertson
Execution Copy
EMPLOYMENT AGREEMENT
AGREEMENT, dated this 27th day of January, 2003 (this "Agreement"),
among J. Crew Group, Inc., a New York 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, and Scott
Gilbertson (the "Executive").
l. Term; Position and Responsibilities; Principal Work Location.
(a) Term. Unless the Employment Period (as defined below) is terminated
earlier pursuant to Section 4 hereof, the Company shall engage the Executive on
the terms and subject to the conditions of this Agreement for a five-year term
commencing on January 27, 2003 (the "Commencement Date") and ending on the day
immediately preceding the fifth anniversary of the Commencement Date (the
"Initial Term"). Effective upon the expiration of the Initial Term and of each
Additional Term (as defined below), the Employment Period hereunder shall be
deemed to be automatically extended, upon the same terms and conditions for an
additional period of one year (each, an "Additional Term"), in each such case,
commencing upon the expiration of the Initial Term or the then-current
Additional Term, as the case may be, unless the Company or the Executive, at
least three months prior to the expiration of the Initial Term or such
Additional Term, shall give written notice to the other party of its intention
not to extend the Employment Period (as defined below) hereunder. The period
during which the Executive is employed by the Company pursuant to this
Agreement, including any extension thereof in accordance with the preceding
sentence, shall be referred to as the "Employment Period."
(b) Position and Responsibilities. During the Employment Period, the
Company hereby agrees to employ the Executive as the Chief Operating Officer and
in such other position or positions with the Company as the Chairman and Chief
Executive Officer of the Company (the "Chairman & CEO") may specify from time to
time. During the Employment Period, the Executive shall perform the duties and
responsibilities that are customarily assigned to individuals serving in such
position or positions and such other duties and responsibilities as the Chairman
& CEO may reasonably specify from time to time.
(c) During the Employment Period, excluding any periods of vacation and
sick leave to which the Executive is entitled, (i) the Executive shall devote
all of his working time and attention to the performance of his duties and
responsibilities hereunder and shall faithfully and diligently endeavor to
promote the business and best interests of the Company, and (ii) the Executive
may not, without the prior written consent of the Company, operate, participate
in the management, operations or control of, or act as an employee, officer,
consultant, agent or representative of, any type of business or service (other
than as the Chief Operating Officer of the Company), provided that it shall not
be a violation of the foregoing for the Executive to (A) act or serve as a
director, trustee, committee member or principal of any type of business or
civic or charitable organization, or (B) manage his personal, financial and
legal affairs (provided that the activities described in clauses (A) and (B) do
not interfere with the performance of his duties and responsibilities to the
Company as provided hereunder).
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(d) Principal Place of Employment. Unless otherwise mutually agreed
upon, the Executive's principal place of employment shall be the New York
metropolitan area and the Executive shall also travel as reasonably required to
carry out his duties and obligations hereunder.
2. Compensation; Expenses; Benefits and Perquisites. During the
Employment Period, as compensation for the performance of the services by the
Executive, the Executive shall be entitled to the following compensation from
the Company:
(a) Base Salary. The Company shall pay the Executive, not less than
once a month pursuant to the Company's normal and customary payroll procedures,
a base salary at the rate of $450,000 per annum (the "Base Salary").
(b) Annual Bonus. In addition to the Base Salary, in respect of each
fiscal year during the Employment Period, the Executive shall have an
opportunity to earn an annual bonus (the "Bonus"), which shall equal 35% of Base
Salary if "threshold performance objectives" are achieved, 70% of Base Salary if
"target performance objectives" are achieved, and 140% of Base Salary if
"stretch performance objectives" are achieved, in accordance with the terms of
the J. Crew Operating Corp. Performance Incentive Plan then existing for such
fiscal year based on the achievement of performance objectives as may be
established from time to time by the Board or a committee thereof; provided that
the Bonus paid with respect to services provided by the Executive during
calendar year 2003 shall not be less than $250,000, of which $75,000 shall be
paid to the Executive as soon as practicable after the Commencement Date; and
provided further that the Bonus for any fiscal year shall be payable to the
Executive only if the Executive is employed by the Company on the date on which
such Bonus is paid. The actual Bonus that may become payable shall be determined
by the Board, in its sole discretion.
(c) Business Expenses. The Company shall promptly reimburse the
Executive for all reasonable business expenses incurred by the Executive in
connection with the performance of the services for the Company upon the
presentation of statements of such expenses in accordance with the Company's
policies and procedures now in force or as such policies and procedures may be
modified with respect to all senior executive officers of the Company.
(d) Employee Benefits. During the Employment Period, the Executive
shall be eligible to participate in the employee benefit plans and programs
maintained by the Company from time to time and generally available to senior
executives of the Company, including, to the extent maintained by the Company,
medical, dental, accidental and disability insurance plans and profit sharing,
pension, retirement, deferred compensation and savings plans, in accordance with
the terms and conditions thereof in effect from time to time.
(e) Relocation Expenses. The Executive shall be entitled to the
Company's standard relocation package pursuant to the Company's Relocation
Policy.
3. Grant of Stock Options and Restricted Stock.
(a) Initial Stock Options. As soon as reasonably practicable after the
date of the Commencement Date, the Company shall cause the Board or a committee
thereof to grant to
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the Executive a non-qualified option to purchase 111,585 shares of Common Stock
at an exercise price per share equal to $6.82 per share (the "Initial Option").
The terms and conditions of the Initial Option shall be evidenced by a separate
stock option agreement executed by the Company and the Executive (the "Initial
Option Agreement") which shall contain terms consistent with the 2003 Equity
Incentive Plan, as may be amended from time to time (the "Equity Plan"), this
Section 3(a) and other customary terms. The Initial Option Agreement shall
provide, among other things, for the following:
(i) The Initial Option shall vest in equal installments on the
second, third, fourth and fifth anniversaries of the Commencement Date;
provided that the Executive is continuously employed by the Company
through each such applicable anniversary date;
(ii) Notwithstanding the foregoing, (A) in the event that the
Company terminates the Executive's employment without Cause or the
Executive terminates his employment for Good Reason prior to the
consummation of a Change in Control (as defined in the Equity Plan),
that portion of the Initial Option that would have become vested and
exercisable on the next applicable anniversary of the Commencement Date
following the Date of Termination (as defined below) shall vest and
become immediately exercisable and any remaining portion of the Initial
Option that has not become vested and exercisable shall immediately
expire and be forfeited, (B) in the event that, within the two year
period following the consummation of a Change in Control, the Company
terminates the Executive's employment without Cause or the Executive
terminates his employment for Good Reason, all shares of Common Stock
underlying the Initial Option shall become immediately vested and
exercisable; or (C) if the Executive's employment terminates for any
other reason, any portion of the Initial Option which has not become
exercisable on such Date of Termination shall immediately expire and be
forfeited; and
(iii) Any portion of the Initial Option which has become vested and
exercisable shall expire on the earlier of (A) the tenth anniversary of
the date of grant, (B) the commencement of business on the date the
Executive's employment is terminated by the Company for Cause, (C)
ninety days after the date the Executive's employment is terminated by
the Executive without Good Reason, or (D) the second anniversary of the
date the Executive's employment is terminated (x) on account of the
Executive's death or Disability, (y) by the Company without Cause, or
(z) by the Executive for Good Reason.
(b) Premium Stock Options. As soon as reasonably practicable after the
Commencement Date, the Company shall cause the Board or a committee thereof to
grant to the Executive a non-qualified option to purchase 66,951 shares of
Common Stock at an exercise price per share equal to $25.00 per share (the
"Premium Option Tranche 1") and an additional non-qualified option to purchase
66,951 shares of Common Stock at an exercise price per share equal to $35.00 per
share (the "Premium Option Tranche 2" and, collectively with Premium Option
Tranche 1, the "Premium Options") . The terms and conditions of the Premium
Options shall be evidenced by a separate stock option agreement executed by the
Company and the
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Executive (the "Premium Option Agreement" and, collectively with the Initial
Option Agreement, the "Option Agreements") which shall contain terms consistent
with the Equity Plan, this Section 3(b) and other customary terms. The Premium
Option Agreement shall provide, among other things, for the following:
(i) The Premium Options shall vest in equal installments on the
second, third, fourth and fifth anniversaries of the Commencement Date;
provided that the Executive is continuously employed by the Company
through each such applicable anniversary date;
(ii) Notwithstanding the foregoing, (A) in the event that the
Company terminates the Executive's employment without Cause or the
Executive terminates his employment for Good Reason prior to the
consummation of a Change in Control (as defined in the Equity Plan),
that portion of the Premium Options that would have become vested and
exercisable on the next applicable anniversary of the Commencement Date
following the Date of Termination (as defined below) shall vest and
become immediately exercisable and any remaining portion of the Premium
Options that have not become vested and exercisable shall immediately
expire and be forfeited, (B) in the event that, within the two year
period following the consummation of a Change in Control, the Company
terminates the Executive's employment without Cause or the Executive
terminates his employment for Good Reason, all shares of Common Stock
underlying the Premium Options shall become immediately vested and
exercisable; or (C) if the Executive's employment terminates for any
other reason, any portion of the Premium Options which have not become
exercisable on such Date of Termination shall immediately expire and be
forfeited; and
(iii) Any portion of the Premium Options which has become vested
and exercisable shall expire on the earlier of (A) the tenth
anniversary of the date of grant, (B) the commencement of business on
the date the Executive's employment is terminated by the Company for
Cause, (C) ninety days after the date the Executive's employment is
terminated by the Executive without Good Reason, or (D) the second
anniversary of the date the Executive's employment is terminated (x) on
account of the Executive's death or Disability, (y) by the Company
without Cause, or (z) by the Executive for Good Reason.
(c) Restricted Stock. As soon as reasonably practicable following the
Commencement Date, the Company shall grant the Executive 111,585 restricted
shares (the "Restricted Shares") of Common Stock. The terms and conditions of
the Restricted Shares shall be evidenced by a separate restricted stock
agreement executed by the Company and the Executive (the "Restricted Stock
Agreement") which shall contain terms consistent with the Equity Plan and this
Section 3(c) and other customary terms. The Restricted Stock Agreement shall
provide, among other things, that the Restricted Shares shall vest in equal
installments on the first, second, third and fourth anniversaries of the date of
grant; provided that the Executive is continuously employed by the Company
through each such applicable anniversary date; and further provided that, (i) in
the event that the Company terminates the Executive's employment without Cause
or the Executive terminates his employment for Good Reason prior to the
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consummation of a Change in Control, that portion of the Restricted Shares that
would have become vested on the next applicable anniversary date following the
Date of Termination shall vest, (ii) in the event that, within the two year
period following the consummation of a Change in Control, the Company terminates
the Executive's employment without Cause or the Executive terminates his
employment for Good Reason, all or any portion of the Restricted Shares not
previously forfeited shall vest, or (iii) if the Employment Period terminates
for any other reason, the Restricted Shares which have not vested on such Date
of Termination shall be forfeited immediately by the Executive and returned to
the Company.
(d) Stockholders' Agreement. All shares of Common Stock and all other
securities issued in connection with this Agreement or acquired by the Executive
under this Agreement or otherwise shall be subject to the Stockholders'
Agreement attached hereto as Exhibit A.
4. Termination of the Employment Period.
The Executive's employment with the Company hereunder may be terminated
during the Employment Period prior to the fifth anniversary of the Commencement
Date upon the earliest to occur of the following events (at which time the
Employment Period shall be terminated):
(a) Death. The Executive's employment hereunder shall terminate upon
the Executive's death.
(b) Disability. The Company shall be entitled to terminate the
Executive's employment hereunder by reason of the Executive's "Disability" if,
as a result of the Executive's incapacity due to physical or mental illness, the
Executive shall have been unable to perform his duties hereunder for a period of
6 consecutive months or for 180 days within any 365-day period, and within 30
days after written Notice of Termination (as defined below) for Disability is
given following such 6-month or 180-day period, as the case may be, the
Executive shall not have returned to the performance of his duties in accordance
with this Agreement.
(c) Cause. The Company may terminate the Executive's employment
hereunder for Cause. For purposes of this Agreement, the term "Cause" shall
mean: (i) the failure of the Executive to substantially perform his duties
hereunder (other than any such failure due to the Executive's Disability); (ii)
the Executive's dishonesty, gross negligence in the performance of his duties
hereunder or engaging in willful misconduct, which in the case of any such gross
negligence, has caused or is reasonably expected to result in direct or indirect
material injury (monetarily or otherwise) to the Company or any of its
affiliates; (iii) a material breach by the Executive of any provision of this
Agreement or of any other written agreement with the Company or any of its
affiliates or a material violation of any Company policy applicable to the
Executive; or (iv) the Executive's commission of a crime that constitutes a
felony or other crime of moral turpitude or fraud. If, subsequent to the
Executive's termination of employment hereunder for other than Cause, it is
determined in good faith by the Company that the Executive's employment could
have been terminated for Cause hereunder, the Executive's employment shall, at
the election of the Company, be deemed to have been terminated for Cause
retroactively to the date the events giving rise to Cause occurred.
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(d) Good Reason. The Executive may terminate his employment hereunder
for "Good Reason," for any of the following reasons enumerated in this Section
4(d): (1) the assignment to the Executive of any duties materially inconsistent
with Section 1 hereof, or any other action by the Company that results in a
material diminution in the Executive's position, authority, duties or
responsibilities; (2) any purported termination of the Executive's employment by
the Company for a reason or in a manner not expressly permitted by this
Agreement; (3) relocation of the Executive's principal place of employment to
more than fifty (50) miles from the Executive's principal place of employment,
(4) a material reduction in the Executive's total compensation opportunity
unless such reduction is part of a reduction applicable to a broad class of
management employees, or any other material breach of this Agreement.
Termination of the Executive's employment by the Executive pursuant to this
Section 4(d) shall not be effective until the Executive delivers to the Board a
written notice specifically identifying the conduct of the Company which he
believes constitutes a reason enumerated in this Section 4(d) and the Executive
provides the Board at least thirty (30) days to remedy such conduct.
(e) Without Cause. The Company may terminate the Executive's employment
hereunder without Cause.
(f) Without Good Reason. The Executive may terminate his employment
hereunder without Good Reason, provided that the Executive provides the Company
with notice of intent to terminate without Good Reason at least three months in
advance of the Date of Termination. The Executive and the Company shall mutually
agree on the time, method and content of any public announcement regarding the
termination of the Executive's employment hereunder and neither the Executive
nor the Company shall make any public statements which are inconsistent with the
information mutually agreed upon by the Company and the Executive, and the
parties hereto shall cooperate with each other in refuting any public statements
made by other persons which are inconsistent with the information mutually
agreed upon between the Executive and Company as described above.
5. Termination Procedure.
(a) Notice of Termination. Any termination of the Executive's
employment hereunder by the Company or by the Executive during the Employment
Period (other than termination pursuant to Section 4(a)) shall be communicated
by written notice of termination ("Notice of Termination") to the other party
hereto in accordance with Section 12(a).
(b) Date of Termination. "Date of Termination" shall mean (i) if the
Executive's employment is terminated by reason of the Executive's death, the
date of his death, (ii) if the Executive's employment is terminated pursuant to
Section 4(b), thirty (30) days after Notice of Termination (provided that the
Executive shall not have returned to the substantial performance of his duties
in accordance with this Agreement during such thirty (30) day period), (iii) if
the Executive's employment is terminated pursuant to Section 4(f), a date
specified in the Notice of Termination which is at least three (3) months from
the date of such notice as specified in such Section 4(f); and (iv) if the
Executive's employment is terminated for any other reason, the date on which a
Notice of Termination is given or any later date (within thirty (30) days (or
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any alternative time period agreed upon by the parties) after the giving of such
notice) set forth in such Notice of Termination.
6. Termination Payments.
(a) Without Cause or for Good Reason. In the event of the termination
of the Executive's employment during the Employment Period by the Company
without Cause or by the Executive for Good Reason prior to the consummation of a
Change in Control, the Executive shall be entitled to (i) a payment, within ten
(10) days following the Date of Termination, of Base Salary through the Date of
Termination (to the extent not theretofore paid), any accrued vacation pay, and
any unreimbursed expenses under Sections 2(c) and (d) (the "Accrued
Obligations") and (ii) subject to the effectiveness of the Executive's execution
of a general release and waiver of all claims against the Company, its
affiliates and their respective officers and directors in a form reasonably
satisfactory to the Company and subject to the Executive's compliance with the
terms and conditions contained in this Agreement, (A) the continued payment of
Base Salary for the eighteen-month period following the Date of Termination, (B)
a lump sum amount equal to the product of (x) the Bonus, if any, that he would
have earned in the calendar year which includes the Date of Termination had his
employment not been terminated and (y) a fraction, the numerator of which is the
number of days in the calendar year that includes the Date of Termination
through the Date of Termination and the denominator of which is 365, and (C) the
immediate vesting of that portion of the Restricted Shares, Initial Options and
Premium Options that would have become vested on the next applicable anniversary
of the Commencement Date following the Date of Termination on which the next
tranche of Initial Options, Premium Options and Restricted Shares would have
vested, provided that if such termination occurs after the consummation of a
Change in Control, all Restricted Shares, Initial Options and Premium Options
not previously vested shall become immediately vested. The Company shall have no
additional obligations under this Agreement.
(b) Cause, Death, Disability or Without Good Reason. If the Executive's
employment with the Company is terminated during the Employment Period by the
Company for Cause, by the Executive without Good Reason, or as a result of the
Executive's death or Disability, the Company shall pay the Accrued Obligations
to the Executive (or his estate in the event of his death) within thirty (30)
days following the Date of Termination. The Company shall have no additional
obligations under this Agreement.
7. Indemnification.
The Company agrees that if the Executive is made a party or threatened
to be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), other than any Proceeding
related to any contest or dispute between the Executive and the Company or any
of its affiliates with respect to this Agreement or the employment of the
Executive hereunder, by reason of the fact that the Executive is or was a
director or officer of the Company, or any subsidiary of the Company or is or
was serving at the request of the Company, as a director, officer, member,
employee or agent of another corporation or a partnership, joint venture, trust
or other enterprise, the Executive shall be indemnified and held harmless by the
Company to the fullest extent authorized by applicable law.
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8. Non-Solicitation.
During the Employment Period and for a period of two years following
the Date of Termination, the Executive hereby agrees not to, directly or
indirectly, for his own account or for the account of any other person or
entity, (i) solicit or hire or assist any other person or entity in soliciting
or hiring any employee of the Company or any of its subsidiaries or affiliates
to perform any services for any entity (other than the Company or its
subsidiaries or affiliates), attempt to induce any such employee to leave the
employ of the Company or any affiliates of the Company, or otherwise interfere
with or adversely modify such employee's relationship with the Company or any of
its subsidiaries or affiliates, (ii) induce any employee of the Company who is a
member of management to engage in any activity in which the Executive is
prohibited from engaging under any of Sections 8, 9 or 10, or (iii) solicit or
assist any other person or entity in soliciting or attempting to solicit any
customers or suppliers of the Company or any of its subsidiaries or affiliates
to terminate or otherwise adversely modify their relationship with the Company
or any of its subsidiaries or affiliates. For purposes of this Agreement,
"employee" shall mean any natural person anywhere in the world who is employed
by or otherwise engaged to perform services for the Company or any of its
subsidiaries or affiliates on the Date of Termination or during the one-year
period preceding the Date of Termination.
9. Non-Compete.
In connection with the services of the Executive performed under this
Agreement, the Executive hereby agrees that, during the Employment Period and
for the one year period following any termination of the employment of the
Executive (other than a termination by the Company without Cause or by the
Executive for Good Reason), the Executive shall not become associated with any
entity, whether as a principal, partner, employee, consultant or shareholder
(other than as a holder of a passive investment not in excess of 5% of the
outstanding voting shares of any publicly traded company), that is actively
engaged in the retail apparel business in any geographic area in which the
Company or its affiliates are engaged in such business.
10. Confidentiality; Non-Disclosure.
(a) The Executive hereby agrees that, during the Employment Period and
thereafter, he will hold in strict confidence any proprietary or Confidential
Information related to the Company and its affiliates. For purposes of this
Agreement, the term "Confidential Information" shall mean all information of the
Company or any of its affiliates (in whatever form) which is not generally known
to the public, including without limitation any inventions, processes, methods
of distribution or customers' secrets or trade secrets.
(b) The Executive hereby agrees that, upon the termination of the
Employment Period, he shall not take, without the prior written consent of the
Company, any drawing, blueprint, specification or other document (in whatever
form) of the Company or its affiliates, which is of a confidential nature
relating to the Company or its affiliates, or, without limitation, relating to
its or their methods of distribution, or any description of any formulas or
secret processes and will return any such information (in whatever form) then in
his possession.
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11. Injunctive Relief.
It is impossible to measure in money the damages that will accrue to
the Company in the event that the Executive breaches any of the restrictive
covenants provided in Sections 8, 9 or 10 hereof. In the event that the
Executive breaches any such restrictive covenant, the Company shall be entitled
to an injunction restraining the Executive from violating such restrictive
covenant. If the Company shall institute any action or proceeding to enforce any
such restrictive covenant, the Executive hereby waives the claim or defense that
the Company has an adequate remedy at law and agrees not to assert in any such
action or proceeding the claim or defense that the Company has an adequate
remedy at law. The foregoing shall not prejudice the Company's right to require
the Executive to account for and pay over to the Company, and the Executive
hereby agrees to account for and pay over, the compensation, profits, monies,
accruals or other benefits derived or received by the Executive, directly or
indirectly, as a result of any transaction constituting a breach of any of the
restrictive covenants provided in Sections 8, 9 or 10.
12. Miscellaneous.
(a) Any notice or other communication required or permitted under this
Agreement shall be effective only if it is in writing and delivered personally
or sent by registered or certified mail, postage prepaid, addressed as follows
(or if it is sent through any other method agreed upon by the parties):
If to the Company:
J. Crew Group, Inc.
770 Broadway
New York, NY 10003
Attention: Board of Directors and Secretary
with a copy to:
Paul Shim, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
If to the Executive:
At the address on file in the Company's files.
or to such other address as any party hereto may designate by notice to the
others, and shall be deemed to have been given upon receipt.
(b) This Agreement constitutes the entire agreement among the parties
hereto with respect to the employment of the Executive and supersedes and is in
full substitution for any and all prior understandings or agreements with
respect to such employment.
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(c) This Agreement may be amended only by an instrument in writing
signed by the parties hereto, and any provision hereof may be waived only by an
instrument in writing signed by the party or parties against whom or which
enforcement of such waiver is sought. The failure of any party hereto at any
time to require the performance by any other party hereto of any provision
hereof shall in no way affect the full right to require such performance at any
time thereafter, nor shall the waiver by any party hereto of a breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of
such provision or a waiver of the provision itself or a waiver of any other
provision of this Agreement.
(d) (i) This Agreement is binding on and is for the benefit of the
parties hereto and their respective successors, heirs, executors, administrators
and other legal representatives. Neither this Agreement nor any right or
obligation hereunder may be assigned by the Company or the Executive.
(ii) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
succession had taken place. As used in the Agreement, the "Company" shall mean
both the Company as defined above and any such successor that assumes and agrees
to perform this Agreement, by operation of law or otherwise.
(e) If any provision of this Agreement or portion thereof is so broad,
in scope or duration, so as to be unenforceable, such provision or portion
thereof shall be interpreted to be only so broad as is enforceable.
(f) The Company may withhold from any amounts payable to the Executive
hereunder all federal, state, city or other taxes that the Company may
reasonably determine are required to be withheld pursuant to any applicable law
or regulation.
(g) This Agreement shall be governed by and construed in accordance
with the laws of the State of NEW YORK, without reference to its principles of
conflicts of law.
(h) This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
(i) The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
J. CREW GROUP, INC.
_______________________________
Name:
Title:
J. CREW OPERATING CORP.
_______________________________
Name:
Title:
_______________________________
SCOTT GILBERTSON
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