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Exhibit
10.1
RESTRICTED STOCK 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 restricted 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. Investment . The
Participant represents that the shares of Restricted Stock (as
defined herein) are being acquired for investment and not with a
view toward the distribution thereof.
2. Grant of Restricted
Stock . Pursuant to, and subject to, the terms and conditions
set forth herein and in the Plan, the Company hereby grants to the
Participant an award of [
] shares of Common Stock of the Company (collectively, the
“ Restricted Stock ”). The purchase price for
the Restricted Stock [has been paid by the Participant’s past
services to the Company / is [
]].
3. Grant Date . The
grant date of the Restricted Stock hereby granted is [
] , 200 [ ] .
4. 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.
5. Vesting Date . The
Restricted Stock shall become vested 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 Restricted Stock
held by such Participant shall immediatel
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