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EXHIBIT
10.22
NON-DISCLOSURE,
NON-SOLICITATION AND NON-COMPETITION
In consideration of your
employment (or continued employment) with or provision of services
to J. Crew Group, Inc. and its affiliates (collectively, the
“Company”) and for other good and valuable
consideration, receipt of which is hereby acknowledged, you agree
as follows:
1. Agreement Not to
Disclose Confidential Information. In the course of your
employment with or provision of services to the Company, you have
and will have acquired and have had access to confidential or
proprietary information about the Company, including but not
limited to, trade secrets, methods, models, passwords, access to
computer files, financial information and records, computer
software programs, agreements and/or contracts between the Company
and its vendors and suppliers, the Company’s merchandising,
marketing and/or creative policies, practices, concepts,
strategies, and methods of operations, inventory, pricing and price
change strategies, possible new product lines, future merchandise
designs, patterns, fabrication or fit information, internal
policies, pricing policies and procedures, cost estimates, employee
lists, training manuals, financial or business projections,
unannounced financial data such as sales, earnings or capital
requirements, possible mergers, acquisitions or joint ventures and
information about or received from vendors and other companies with
which the Company does business. The foregoing shall be
collectively referred to as “Confidential Information.”
You are aware that the Confidential Information is not readily
available to the public. You agree that during your employment or
provision of services and for a period of three (3) years
thereafter, you will keep confidential and not disclose the
Confidential Information to anyone or use it for your own benefit
or for the benefit of others, except in performing your duties as
our employee or agent. You agree that this restriction shall apply
whether or not any such information is marked
“confidential.”
All memoranda, disks, files,
notes, records or other documents, whether in electronic form or
hard copy (collectively, the “material”) compiled by
you or made available to you during your employment (whether or not
the material contains confidential information) are the property of
the Company and shall be delivered to the Company on the
termination of your employment or at any other time upon request.
Except in connection with your employment, you agree that you will
not make or retain copies or excerpts of the material.
2. Agreement Not to Engage
in Unfair Competition. You agree that your position with the
Company requires and will continue to require the performance of
services which are special, unique, extraordinary and of an
intellectual and/or artistic character and places you in a position
of confidence and trust with the Company. You further acknowledge
that the rendering of services to the Company necessarily requires
the disclosure of confidential information and trade secrets of the
Company. You agree that in the course of your employment with or
rendering of services to the Company, you will develop a personal
acquaintanceship and relationship with the vendors and other
business associates of the Company and knowledge of their affairs
and requirements. Consequently, you agree that it is reasonable and
necessary for the protection of the goodwill and business of the
Company that you make the covenants contained herein. Accordingly,
you agree that while you are in the Company’s employ and for
the period of twelve months after the termination of your
employment, for any reason whatsoever (including “Good
Reason,” as defined below), you shall not directly or
indirectly, except on behalf of the Company:
(a) render services to or
accept employment, either directly as an employee or owner, or
indirectly, as a paid or unpaid consultant or independent
contractor of any entity identified on Schedule A hereto (as
may be updated by the Company and communicated to you from time to
time); or
(b) employ as an employee or
retain as a consultant any person who is then or at any time during
the preceding twelve months was an employee of or consultant to the
Company, or persuade or attempt to persuade any employee of or
consultant to the Company to leave the employ of the Company or to
become employed as an employee or retained as a consultant by
anyone other than the Company.
3. Termination Without
Cause or For Good Reason . Should your employment be
(a) terminated by the Company without “Cause,” as
defined below, or terminated by you for “Good Reason,”
as defined below; and (b) the Company does not consent to
waive any of the post-employment restrictions contained in
paragraph 2(a) above, and (c) you execute and deliver to
Company a Separation Agreement and Release in a form acceptable to
the Company, and you do not revoke the Separation Agreement and
Release, the Company will pay you a severance payment equal to
(i) a pro-rata portion of the bonus, if any, to which you
would have otherwise been entitled as of the date of termination,
to be paid, less all applicable deductions, according to the
Company’s normal bo
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