EX-10.1






10b5-1 Repurchase Plan 

 




Repurchase Plan, dated March 31, 2006 (this “Repurchase Plan”), between Claire’s Stores, Inc.
(the “Issuer”) and Susquehanna Financial Group, LLLP (“SFG”).

 


WHEREAS, the Issuer desires to establish this Repurchase Plan to repurchase shares of its
common stock (the “Stock”); and

 


WHEREAS, the Issuer desires to engage SFG to effect repurchases of shares of Stock in
accordance with this Repurchase Plan;

 


NOW, THEREFORE, the Issuer and SFG hereby agree as follows:

 


1. (a) Subject to the Issuer’s continued compliance with Section 2 hereof, SFG shall effect a
purchase or purchases (each, a “Purchase”) of up to:



[Please indicate your selection by filling in the appropriate blank(s)]





	 	(i)	 	     shares; or






	 	(ii)	 	$40,000,000 worth of shares





of the Stock (the “Total Plan Shares”) as set forth in Annex 1. If both blanks above are filled
in, the Total Plan Shares shall mean the lesser of the amounts in clauses (i) and (ii) as of the
date of this Plan.

 


(b) Purchases may be made in the open market or through privately negotiated transactions. 
SFG shall comply with the requirements of paragraphs (b)(2), (b)(3) and (b)(4) of Rule 10b-18 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with Purchases
of Stock in the open market pursuant to this Repurchase Plan.  The Issuer agrees not to take any
action that would cause Purchases not to comply with Rule 10b-18 or Rule 10b5-1.

 


2. The Issuer shall pay to SFG a commission of $.015 cents per share of Stock repurchased
pursuant to this Repurchase Plan. In accordance with SFG’s customary procedures, SFG will deposit
shares of Stock purchased hereunder into an account designated by the Issuer against payment to SFG
of the purchase price therefor and commissions and other amounts in respect thereof payable
pursuant to this Section.  The Issuer will be notified of all transactions pursuant to customary
trade confirmations.



   



3. (a) This Repurchase Plan shall become effective immediately and shall terminate upon the
first to occur of the following:

 


(1) the ending of the Trading Period, as set forth in Annex 1;

 


(2) the purchase of the number of Total Plan Shares pursuant to this Repurchase Plan;

 


(3) the end of the second business day following the date of receipt by SFG of notice of early
termination substantially in the form of Appendix A hereto, delivered by telecopy, transmitted to
(610) 747-2123, Attention: Clark Bailey, and confirmed by telephone to James Ramp at (610)
747-2429;

 


(4) the commencement of any voluntary or involuntary case or other proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or
seeking the appointment of a trustee, receiver or other similar official, or the taking of any
corporate action by the Issuer to authorize or commence any of the foregoing;

 


(5) the public announcement of a tender or exchange offer for the Stock or of a merger,
acquisition, recapitalization or other similar business combination or transaction as a result of
which the Stock would be exchanged for or converted into cash, securities or other property; or

 



(6) the failure of the Issuer to comply with Section 2 hereof.

 


(b) Sections 2 and 13 of this Repurchase Plan shall survive any termination hereof.  In
addition, the Issuer’s obligation under Section 2 hereof in respect of any shares of Stock
purchased prior to any termination hereof shall survive any termination hereof.

 


4. The Issuer understands that SFG may not be able to effect a Purchase due to a market
disruption or a legal, regulatory or contractual restriction or internal policy applicable to SFG
or otherwise.  If any Purchase cannot be executed as required by Section 1 due to a market
disruption, a legal, regulatory or contractual restriction or internal policy applicable to SFG or
any other event, such Purchase shall be cancelled and shall not be effected pursuant to this
Repurchase Plan.

 


5. The Issuer represents and warrants, on the date hereof and on the date of any amendment
hereto, that: (a) it is not aware of material, nonpublic information with respect to the Issuer or
any securities of the Issuer (including the Stock), (b) it is entering into or amending, as the
case may be, this Repurchase Plan in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1 under the Exchange Act or other applicable securities laws and (c) its
execution of this Repurchase Plan or amendment hereto, as the case may be, and the Purchases
contemplated hereby do not and will not violate or conflict with the Issuer’s certificate of
incorporation or by-laws or, if applicable, any similar constituent document, or any law, rule
regulation or agreement binding on or applicable to the Issuer or any of its subsidiaries or any of
its of their property or assets.

 


6. It is the intent of the parties that this Repurchase Plan comply with the requirements of
Rule 10b5-1(c)(1)(i)(B) and  Rule 10b-18 under the Exchange Act, and this Repurchase Plan shall be
interpreted to comply with the requirements thereof.

 


7. At the time of the Issuer’s execution of this Repurchase Plan, the Issuer has not entered
into a similar agreement with respect to the Stock.  The Issuer agrees not to enter into any such
agreement while this Repurchase Plan remains in effect.

 


8. Except as specifically contemplated hereby, the Issuer shall be solely responsible for
compliance with all statutes, rules and regulations applicable to the Issuer and the transactions
contemplated hereby, including, without limitation, reporting and filing requirements.

 


9. This Repurchase Plan shall be governed by and construed in accordance with the laws of the
State of New York and may be modified or amended only by a writing signed by the parties hereto.

 


10. The Issuer represents and warrants that the transactions contemplated hereby are
consistent with the Issuer’s publicly announced stock repurchase program (“Program”) and said
Program has been duly authorized by the Issuers’ board of directors.

 


11. The number of Total Plan Shares, other share amounts and prices, if applicable, set forth
in section 1(a) shall be adjusted automatically on a proportionate basis to take into account any
stock split, reverse stock split or stock dividend with respect to the Stock or any change in
capitalization with respect to the Issuer that occurs during the term of this Repurchase Plan.

 


12. Except as contemplated by Section 3(a)(3) of this Repurchase Plan, the Issuer acknowledges
and agrees that it does not have authority, influence or control over any Purchase effected by SFG
pursuant to this Repurchase Plan and the Issuer will not attempt to exercise any authority,
influence or control over Purchases.  SFG agrees not to seek advice from the Issuer with respect to
the manner in which it effects Purchases under this Repurchase Plan.

 


13. The Issuer agrees to indemnify and hold harmless SFG and its affiliates and their
officers, directors employees and representatives against any loss, claim, damage or liability,
including reasonable legal fees and expenses, arising out of any action or proceeding relating to
this Repurchase Plan or any Purchase, except to the extent that any such loss, claim, damage or
liability is determined in a non-appealable determination of a court of competent jurisdiction to
be the result of the indemnified person’s willful misconduct or gross negligence.

 


14. This Repurchase Plan may be executed in any number of counterparts, all of which, taken
together, shall constitute one and the same agreement.

 
 


IN WITNESS WHEREOF, the undersigned have signed this Repurchase Plan as of the date first
written above.

 
 


	 	 	 
	SUSQUEHANNA FINANCIAL GROUP, LLLPCLAIRE’S STORES, INC. 

	 	

	 
	 	 
	By: /s/ Drew Milstein                              

	 	By: /s/ Ira D. Kaplan                              
	 

	 	 
	Name: Drew Milstein

Title: Chief Executive Officer

	 	Name: Ira D. Kaplan

Title: Senior Vice President and

Chief Financial Officer
	 
	 	 






1




Appendix A

 

Request for Early Termination of Repurchase Plan




 




To: Susquehanna Financial Group, LLLP

 


As of the date hereof, Claire’s Stores, Inc. hereby requests termination of the Repurchase
Plan, dated March 31, 2006, in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1 or other applicable securities laws.

 


IN WITNESS WHEREOF, the undersigned has signed this Request for Early Termination of Plan as
of the date specified below.

 
 


CLAIRE’S STORES, INC. 

 


By:                                                            
Date:                                                        


Name:


Title:



2



ANNEX 1

 




TRADING PARAMETERS

 


Trading Period: From and including March 31, 2006 through April 28, 2006

 


Daily Share Purchase Amount:   Lesser of (a) (i) 50,000 shares (ii) $2,000,000; (b) Rule
10b-18(b)(4) limit (25% of prior 4 weeks ADTV); and (c) 10% of current trading day’s volume.

 


Maximum Price: $35 per share

 
 


TRADE ORDER

 


Subject to Paragraph 4 and Paragraph 6 of the Repurchase Plan dated March 31, 2006, (the
“Repurchase Plan”) to which this Annex I is attached, each day during the Trading Period on which
the NASDAQ National Market System is open for business, SFG shall use its best efforts to effect a
purchase or purchases (each, a “Purchase”) of the Daily Share Purchase Amount, such Purchases
cumulatively not to exceed the Total Plan Shares and, in no case, will the market price per share,
excluding commissions, of any Purchase exceed the Maximum Price.  Capitalized terms used but not
otherwise defined herein shall have the meaning assigned thereto in the Repurchase Plan.




3