Severance Agreement - J Crew Group Inc. and Scott Gilbertson
January 20, 2004
This letter agreement ("Letter Agreement") will confirm our understanding of the arrangements under which your employment with J. Crew Group, Inc., J. Crew Operating Corp. and all of their subsidiaries and affiliates (collectively, the "Company") is terminated. These terms and conditions are set out below.
As of the Termination Date, you also have vested options to purchase 25,000 shares of Common Stock at $6.82 per share and 28,000 shares of Common Stock at $10.00 per share (collectively, the "Previously Vested Options"). You acknowledge that all of the Previously Vested Options will terminate on the earlier of (i) 90 days after the termination of your Employment for other than for cause, death or disability, (ii) one year after termination of your Employment by reason of death or disability, (iii) the commencement of business on the date your Employment is or is deemed to have been terminated for cause, or (iv) the tenth anniversary of the grant date of the Previously Vested Options. For purposes of the Previously Vested Options only, "your Employment" shall mean employment with any of the following: J.Crew Group, Inc., any other portfolio company of the Texas Pacific Group or SRB Inc.
As of the Termination Date, subject to this Letter Agreement becoming effective (as described in Paragraph 17 hereof), you will also vest in 27,896 restricted shares of Common Stock. In addition, you had 83,689 unvested restricted shares of Common Stock. You acknowledge that all of the unvested restricted shares were forfeited on January 9, 2004 and have been or will immediately be returned to the Company.
Except as provided herein, the options described above will continue to be governed by the relevant option plan and grant agreements and the restricted shares of Common Stock as well as any shares of Common Stock acquired pursuant to the exercise of any option will continue to be governed by the Stockholders Agreement, dated February 12, 2003.
If you have made or should hereafter make any complaint, charge, claim, allegation or demand, or commence or threaten to commence any action, complaint, charge, claim or proceeding, against any or all of the Releasees for or by reason of any cause, matter or thing whatsoever existing up to the present time, this Letter Agreement may be raised as and shall constitute a complete bar to any such action, complaint, charge, claim, allegation or proceeding, and, subject to a favorable ruling by a tribunal of final jurisdiction, the Releasees shall recover from you, and you shall pay to the Releasees, all costs incurred by them, including their attorneys' fees, as a consequence of any such action, complaint charge, claim, allegation or proceeding; provided, however, that this shall not limit you from enforcing your rights under this Letter Agreement, and in the event any action is commenced to enforce your rights under this Letter Agreement, each party shall bear its own legal fees and expenses; and provided further, however, that this is not intended to interfere with your right to file a charge with the Equal Employment Opportunity Commission ("EEOC") in connection with any claim you believe you may have against any Releasee. However, by signing this Letter Agreement, you agree to waive any right to recover in any proceeding you may bring before the EEOC (or any state human rights commission) or in any proceeding brought by the EEOC (or any state human rights commission) on your behalf.
You specifically release all claims under the Age Discrimination in Employment Act ("ADEA") relating to your employment and its termination.
If the foregoing correctly reflects our understanding, please sign the enclosed copy of this Letter Agreement, whereupon it will become a binding agreement between us.
|J. CREW GROUP, INC.|
J. CREW OPERATING CORP.
Vice-President, Human Resources
|AGREED TO AND ACCEPTED:|
Dated: _____________________, 2004
STATE OF ______________________ )
COUNTY OF ____________________ )
On the day of , 2004, before me personally came Scott Gilbertson, who, being by me duly sworn, did depose and say that he resides at , and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Letter Agreement set forth above, that he has reviewed all of the terms of the Letter Agreement and that he fully understands all of its provisions, including without limitation, the general release and waiver set forth therein.
Dated: _____________________, 2004