AMENDMENT 1 TO THE J. CREW GROUP, INC. 2005 EQUITY INCENTIVE PLAN (Effective as of December 5, 2006)
Exhibit 10.27
AMENDMENT 1 TO THE
J. CREW GROUP, INC.
2005 EQUITY INCENTIVE PLAN
(Effective as of December 5, 2006)
WHEREAS, J. Crew Group, Inc. (the Company) has established the J. Crew Group, Inc. 2005 Equity Incentive Plan, effective as of June 27, 2006 (the Plan);
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan;
WHEREAS, pursuant to Section 14 of the Plan, the Board of Directors of J. Crew Group, Inc. (the Board) has the power and authority to amend the Plan; and
WHEREAS, the Board has determined that it is in the best interests of the Companys stockholders to amend the Plan as set for the below;
NOW THEREFORE, the Board hereby amends the Plan by adding the following definitions to Section 2 of the Plan:
Cause means, when used in connection with the termination of a Participants employment, unless otherwise provided in the agreement evidencing Participants Incentive Award, the termination of the Participants employment by the Company or its affiliate on account of (i) the willful violation by the Participant of any federal or state law or any rule of the Company or its affiliate, (ii) a breach by a Participant of the Participants duty of loyalty to the Company and its affiliates in contemplation of the Participants termination of employment, such as the Participants pre-termination of employment solicitation of customers or employees of the Company or its affiliate, (iii) the Participants unauthorized removal from the premises of the Company or its affiliate of any document (in any medium or form) relating to the Company or its affiliate or the customers of the Company or its affiliate, or (iv) any gross negligence in connection with the performance of the Participants duties as an employee. Any rights the Company or its affiliate may have hereunder in respect of the events giving rise to Cause shall be in addition to the rights the Company or its affiliate may have under any other agreement with the employee or at law or in equity. If, subsequent to a Participants termination of employment, it is discovered that such Participants employment could have been terminated for Cause, the Participants employment shall, at the election of the Committee, in its sole discretion, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.
Good Reason means, unless otherwise provided in the agreement evidencing Participants Incentive Award, (i) a material diminution in a Participants duties and responsibilities other than a change in such Participants duties and responsibilities that directly results from a Change in Control, (ii) a decrease in a Participants base salary, bonus opportunity or benefits other than a decrease in benefits that applies to all employees of the Company or its affiliates otherwise eligible to participate in the applicable benefit plan, or (iii) a relocation following a Change in Control of a Participants primary work location more than 50 miles from the work location immediately prior to the Change in Control, in each case without the Participants written consent and after the Participant has provided the Committee with written notice specifying the circumstances that the Participant believes constitute Good Reason and the Company fails to cure such circumstances within a reasonable period of time (not to exceed 30 days) after receipt of such notice.