Amendment to Letter Agreement
August 2, 2017
Mr. Michael J. Nicholson
Reference is made to the letter agreement between you and J. Crew Group, Inc. (the Company), dated December 3, 2015 (the Employment Agreement). The purpose of this letter (the Amendment) is to amend the terms of the Employment Agreement, effective as of the date hereof. Capitalized terms not otherwise defined herein will have the same meaning as under the Employment Agreement. In consideration of your continued contributions and your acceptance of changes to your duties and responsibilities following the employment of the Companys new chief executive officer (as set forth below), and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties agree to amend the Employment Agreement effective as of the date hereof (except as otherwise provided herein), as follows:
1. Effective May 25, 2017, Section 3(a) is amended to delete the number $800,000 in the first sentence thereof, and replace it with $1,000,000.
2. A new Section 3(g) is added, to read in its entirety as follows:
(g) Retention Bonus. The Company shall pay you a retention bonus in three installments, in each case conditioned on your continued employment with the Company from the date hereof to the installment payment date set forth herein: (1) five hundred thousand dollars ($500,000) on January 1, 2018; (2) five hundred thousand dollars ($500,000) on July 1, 2018; and (3) one million dollars ($1,000,000) on May 1, 2019. In the event the Company terminates the Employment Period without Cause or you resign for Good Reason, or you terminate employment by reason of death or Disability (as defined herein) (1) on or before July 1, 2018, the Company will pay you $1,000,000 (less any prior installment payments already paid), and (2) after July 1, 2018 and on or before May 1, 2019, the Company will pay you a pro rata portion of the next scheduled unpaid installment, based on the number of full elapsed months during such period, in the case of each (1) and (2) subject to and conditioned upon your (or your estates) execution of a valid general release and waiver within sixty (60) days after your Termination Date.
3. A new section 3(h) is added, to read in its entirety as follows:
(h) Transformation Incentive Plan. You will be eligible to participate in the 2017 Transformation Incentive Plan (TIP) in accordance with the terms thereof. Your target award shall be communicated in an award statement to be issued to you by the Company, and any payout(s) thereunder shall be made pursuant and subject to the terms of the TIP. In the event of your termination by the Company without Cause, your resignation for Good Reason, or your death or Disability, you shall be entitled to receive the TIP award for (1) the performance period in which your Termination Date occurs and (2) the performance period that ends next following the performance period in which your