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Exhibit
10.3
STOCK OPTION GRANT
AGREEMENT
THIS AGREEMENT (the
“Agreement”) is made as of this [
] day of [
] 200 [ ] between J.CREW
GROUP INC. (the “ Company ”) and [
] (the “ Participant ”).
WHEREAS, the Company has
adopted and maintains the J. Crew Group, Inc. 2008 Equity Incentive
Plan (the “ Plan ”) to promote the interests of
the Company and its shareholders by providing the Company’s
key employees and others with an appropriate incentive to encourage
them to continue in the employ of the Company and to improve the
growth and profitability of the Company; and
WHEREAS, the Plan provides
for the Grant to Participants in the Plan of [Non-Qualified/
Incentive] Stock Options to purchase shares of Common Stock of the
Company;
NOW, THEREFORE, in
consideration of the promises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
1. Grant of Options .
Pursuant to, and subject to, the terms and conditions set forth
herein and in the Plan, the Company hereby Grants to the
Participant [a NON-QUALIFIED STOCK OPTION/ an INCENTIVE STOCK
OPTION] (the “ Option ”) with respect to [
] shares of Common Stock of the Company.
2. Grant Date . The
Grant Date of the Option hereby granted is [
] .
3. Incorporation of
Plan . All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein. If
there is any conflict between the terms and conditions of the Plan
and this Agreement, the terms and conditions of this Agreement, as
interpreted by the Committee, shall govern. All capitalized terms
used herein shall have the meanings given to such terms in the
Plan.
4. Exercise Price .
The exercise price of each share underlying the Option hereby
granted is [
] .
5. Vesting Date . The
Option shall become exercisable as follows: [
] . Notwithstanding the foregoing, if within the one-year
period following a Change in Control the Participant’s
employment is terminated by the Company or its affiliate without
Cause or by the Participant for Good Reason, all outstanding
Options held by such Participant shall become immediately
exercisable as of the effective date of such termination of the
Participant’s employment.
6. Expiration Date .
Subject to the provisions of the Plan, with respect to the Option
or any portion thereof which has not become exercisable, the Option
shall expire on the date the Participant’s employment is
terminated for any reason, and with respect to any Option or any
portion thereof which has become exercisable, the Option shall
expire on the earlier of (i) 90 days after the
Participant’s termination of employment other than for Cause,
Retirement, death, or Disability; (ii) one year after
termination of the Participant’s employment by reason of
death, Retirement or Disability; (iii)&nbs
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