Exhibit 10.5
 Exhibits A through E to Eugene Kahn Employment Agreement,  dated as of May 29, 2007
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EXHIBIT A
 CLAIRES INC.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN
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EXHIBIT B
 BAUBLE HOLDINGS CORP.
c/o Apollo Management VI, L.P.
10250 Constellation Boulevard
Suite 2900
Los Angeles, CA 90067
  
 Grant of Stock Options
   1.
    
    Investment Option: The key terms of the Investment Option are as follows:
 (a)
    
    Number of Shares. 100,000(b)
    
    Exercise Price per Share. $10.00(c)
    
    Vesting. The Investment Option is fully vested and immediately
exercisable.
 2.
    
    Time Option: The key terms of the Time Option are as follows:
 (a)
    
    Number of Shares. 477,440
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(b)
    
    Exercise Price per Share. $10.00(c)
    
    Vesting. The Time Option will vest and become exercisable in four
equal annual installments on May 29, 2008, 2009, 2010 and 2011, provided that the Time
Option will become fully vested and exercisable immediately prior to a Change of
Control (as defined in the Employment Agreement among you and the Company dated as of
April 19, 2007 (the Employment Agreement).
 3.
    
    Target Performance Option: The key terms of the Target Performance Option are as
follows:
 (a)
    
    Number of Shares. 477,440(b)
    
    Exercise Price per Share. $10.00(c)
    
    Vesting.
 (i)
    
    If on any Measurement Date, the Value Per Share equals or
exceeds the Target Stock Price (the Target Performance Goal), then (1) if
such Measurement Date is other than the date of a Bauble Investors Liquidity
Event, the Target Performance Option will vest and become exercisable in two
equal annual installments on each of the first two anniversaries of such
Measurement Date, provided that if a Change of Control occurs after any such
Measurement Date, any unvested installment shall become fully vested
immediately prior to the Change of Control, and (2) if such Measurement Date
is the date of a Bauble Investors Liquidity Event, the Target Performance
Option will become fully vested and immediately exercisable at such time.(ii)
    
    If, on any Measurement Date prior to a Qualified IPO, the
Target Performance Goal would be satisfied by disregarding in the calculation
of Net Equity Value, some portion, but not all, of your Target Performance
Option as well as similar target performance options granted to other
employees, then a portion of your Target Performance Option shall vest, as
determined by the Option Committee in a fair and equitable manner.
 (d)
    
    Definitions. For purposes of both the Target Performance Option and
the Stretch Performance Option:
 (i)
    
    Bauble Investors Liquidity Event means any transaction
(including, without limitation, a stock sale, redemption or buy back, merger,
consolidation or otherwise) immediately following which all of the Shares held
by all Bauble Investors have been exchanged for or converted into
consideration, all or substantially all of which consists of cash or readily
marketable securities that
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the Bauble Investors can immediately resell for cash at prevailing quoted
prices without legal, contractual or market restrictions.(ii)
    
    Fully Diluted Shares means, on any Measurement Date, the
number of Shares outstanding, plus the number of Shares subject to all
outstanding options, warrants and rights to acquire Shares, whether or not
exercisable.(iii)
    
    Measurement Date means (1) prior to a Qualified IPO, the
last day of any fiscal quarter, starting with the last day of the eight full
fiscal quarter after May 29, 2007, (2) following a Qualified IPO, each trading
day, starting with the 90th trading day following the Qualified IPO, or (3)
the date of a Bauble Investors Liquidity Event, whether before or after a
Qualified IPO.(iv)
    
    Net Equity Value means (1) 8.5 multiplied by the Companys
consolidated earnings, before interest, income taxes, depreciation and
amortization (EBITDA) for the four fiscal quarters ending upon a Measurement
Date, plus (2) the sum of cash, cash equivalents, and the aggregate exercise
price of all outstanding options or warrants to purchase Shares, whether or
not exercisable, in each case as of the Measurement Date, less (3) debt as of
the Measurement Date. EBITDA, cash and debt shall be determined by the Option
Committee based on the Companys financial statements for such period, subject
to such adjustments to reflect unusual, nonrecurring or extraordinary events
as the Option Committee shall deem equitable and appropriate.(v)
    
    Stretch Target Stock Price means $10.00, accumulated at an
effective annual rate of 32% from May 29, 2007 to the Measurement Date,
provided that the Option Committee shall make such adjustment to the Stretch
Target Stock Price as it reasonably determines is equitable and appropriate to
reflect changes to the outstanding Shares or capital structure of the Company,
including contributions and distributions of capital.(vi)
    
    Target Stock Price means $10.00, accumulated at an
effective annual rate of 22.5% from May 29, 2007 to the Measurement Date,
provided that the Option Committee shall make such adjustment to the Target
Stock Price as it reasonably determines is equitable and appropriate to
reflect changes to the outstanding Shares or capital structure of the Company,
including contributions and distributions of capital.(vii)
    
    Value Per Share means (1) prior to a Qualified IPO, the
Net Equity Value divided by the Fully Diluted Shares, (2) following a
Qualified IPO, the average closing price of a Share for the period
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of 90 consecutive trading days ending on the Measurement Date, or (3) upon
a Bauble Investors Liquidity Event, the price per Share realized by the
Bauble Investors.
 4.
    
    Stretch Performance Option: The key terms of the Stretch Performance Option are as
follows:
 (a)
    
    Number of Shares. 298,400(b)
    
    Exercise Price per Share. $10.00(c)
    
    Vesting.
 (i)
    
    If on any Measurement Date, the Value Per Share equals or
exceeds the Stretch Stock Price (the Stretch Performance Goal), then (1) if
such Measurement Date is other than the date of a Bauble Investors Liquidity
Event, the Stretch Performance Option will vest and become exercisable in two
equal annual installments on each of the first two anniversaries of such
Measurement Date, provided that if a Change of Control occurs after any such
Measurement Date, any unvested installment shall become fully vested
immediately prior to the Change of Control, and (2) if such Measurement Date
is the date of a Bauble Investors Liquidity Event, the Stretch Performance
Option will become fully vested and immediately exercisable at such time.(ii)
    
    If, on any Measurement Date prior to a Qualified IPO, the
Stretch Performance Goal would be satisfied by disregarding in the calculation
of Net Equity Value, some portion, but not all, of your Stretch Performance
Option as well as similar stretch performance options granted to other
employees, then a portion of your Stretch Performance Option shall vest, as
determined by the Option Committee in a fair and equitable manner.
 5.
    
    Termination of the Options. The Options shall terminate on the earliest of:
 (a)
    
    immediately upon termination of your employment if for Cause;(b)
    
    immediately upon termination of your employment for any reason as to the
portion of any Option that did not vest prior to or upon the date of such termination;(c)
    
    the 91st day following the date of termination of your employment, other than
for Cause, death, Total Disability (as defined in your Employment Agreement) or other
than under circumstances entitling you to severance benefits under Section 4.3 of your
Employment Agreement;
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(d)
    
    the 181st day following the date of termination of your employment under
circumstances entitling you to severance benefits under Section 4.3 of your Employment
Agreement;(e)
    
    the first anniversary of the date of termination of your employment by
reason of your death or Total Disability;(f)
    
    as to any Performance Option, the date of a Bauble Investors Liquidity Event
to the extent the Target Performance Goal or Stretch Performance Goal, as applicable,
is not achieved at such time, or was not previously achieved;(g)
    
    the seventh anniversary of the date hereof; and(h)
    
    cancellation, termination or expiration of the Options pursuant to action
taken by the Option Committee in accordance with Section 7 of the Plan.
 Notwithstanding the forgoing, following a Change of Control, paragraphs 5(c), (d) and (e)
above shall be inapplicable.6.
    
    Vesting upon Certain Terminations. As to the Time Option and each Performance Option
where the applicable Performance Goal had previously been achieved (i) each such Option will
become fully vested and exercisable upon termination of your employment by reason of your
death or Total Disability, as defined in your Employment Agreement, and (ii) a portion of
each such Option will become vested and exercisable upon termination of your employment under
circumstances entitling you to severance benefits under Section 4.3 of your Employment
Agreement, such portion to equal the portion of each such Option that would have vested on the
next scheduled vesting date had your employment not so terminated, multiplied by a fraction,
the numerator of which is the number of days that elapsed from the most recent vesting date to
the date of such termination, and the denominator of which is 365.7.
    
    Federal Taxes: The Options granted to you are treated as nonqualified options for
federal tax purposes, which means that when you exercise, the excess of the value of the
Shares issued on exercise over the exercise price paid for the Shares is income to you,
subject to wage-based withholding and reporting. When you sell the Shares acquired upon
exercise, the excess (or shortfall) between the amount you receive upon the sale and the value
of the shares at the time of exercise is treated as capital gain (or loss). State and local
taxes may also apply. You should consult your personal tax advisor for more information
concerning the tax treatment of your Options.
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Sincerely,
BAUBLE HOLDINGS CORP.By:Name:
    Lance MilkenTitle:
    Vice PresidentAgreed to and Accepted by:Eugene S. Kahn 8




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EXHIBIT C
 BAUBLE HOLDINGS CORP.
c/o Apollo Management VI, L.P.
10250 Constellation Boulevard
Suite 2900
Los Angeles, CA 90067
  
 Acquisition of Shares
  
 1.
    
    Purchase Price. The purchase price per Purchased Share is $10.00, for a total of
$1,000,000 payable by wire transfer to the Company on the Effective Date. The Awarded Shares
shall be issued for no cost to you (other than in respect of taxes, as provided in paragraph 6
below).2.
    
    Vesting. All of the Purchased Shares will be treated as Vested Shares on the
Effective Date. The Awarded Shares will be Unvested Shares and will become Vested Shares
as to 25% of the total number of Shares on each of the first four anniversaries of the
Effective Date, provided that all of the Unvested Shares will become Vested Shares upon a
Change of Control (as defined in the Employment Agreement among you and the Company dated as
of April 19, 2007 (the Employment Agreement)), or upon termination of your employment by
reason of your death or Total Disability as defined in your Employment Agreement. In
addition, upon a termination of your employment under circumstances entitling you to severance
benefits under Section 4.3 of your Employment Agreement, a number of Unvested Shares shall
become Vested Shares as is equal to the number of Unvested Shares that would have become
Vested Shares on the next scheduled vesting date had
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your employment not so terminated, multiplied by a fraction, the numerator of which is the
number of days that elapsed from the most recent vesting date to the date of such termination,
and the denominator of which is 365.3.
    
    Forfeiture; Repurchase Right.
   provided however
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4.
    
    Restrictions/Rights on Shares.
 Drag-Along Right
 Tag-Along Right
 Restrictions on Transfer
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Voting
 Qualified IPO provided however provided further
 Certificates for Shares
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5.
    
    Representations.
 Authority
 Shares Unregistered
 Acknowledgement
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6.
    
    Taxes on Awarded Shares.
 Awarded Shares
 Withholding
 Tax Loan
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7.
    
    Definitions.
       8.
    
    Employee Data Privacy. As a condition of the award of this opportunity to purchase
the Shares, you consent to the collection, use and transfer of personal data as described in
this paragraph 8. You understand that the Company and its Affiliates hold certain personal
information about you including, but not limited to, your name, home address and telephone
number, date of birth, social security number, salary, nationality, job title, common shares
or directorships held in the Company, details of all other entitlement to common shares
awarded, cancelled, exercised, vested, unvested or outstanding in your favor, for the purpose
of managing and administering the award of this opportunity to purchase Shares (Data). You
further understand that the Company and/or its Affiliates will transfer Data amongst
themselves as necessary for the purposes of implementation, administration and management of
this award, and that the Company and/or any of its Affiliates may each further transfer Data
to any third parties assisting the Company in such implementation, administration and
management. You authorize them to receive, possess, use, retain
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and transfer Data in electronic or other form, for the purposes of implementing, administering
and managing the award of this opportunity to purchase Shares, including any requisite transfer
of such Data as may be required for the administration of this award and/or the subsequent
holding common shares on your behalf to a broker or other third party with whom the shares
acquired on exercise may be deposited. You understand that he or she may, at any time, view
the Data, require any necessary amendments to it or withdraw the consent herein in writing by
contacting the local human resources representative.9.
    
    Third Party Beneficiaries Rights. The Bauble Investors and their Affiliates shall be
third party beneficiaries under paragraphs 3(e) and 4(a) above, and Apollo Management VI, L.P.
shall be a third party beneficiary under paragraph 4(d), and they each shall be entitled to
enforce their rights thereunder.10.
    
    Confidentiality. You agree not to disclose or discuss in any way the terms of this
offer to or with anyone other than members of your immediate family, or your personal counsel
or financial advisors (and you will advise such persons of the confidential nature of this
offer).11.
    
    Governing Law. All questions concerning the construction, validity and
interpretation of this Letter Agreement shall be governed and construed in accordance with the
domestic laws of the State of Illinois, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of
Illinois, except to the extent that laws of the Delaware apply as a result of the Company
being incorporated in Delaware.
  Sincerely,
BAUBLE HOLDINGS CORP.By:Name:
    Lance MilkenTitle:
    Vice PresidentAgreed to and Accepted by:Eugene S. Kahn 16




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EXHIBIT D
 Definition of Change of Control
 Change of Control
 provided further
     Affiliate
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Apollo
 Board
 Capital Stock
 Exchange Act
 Holdings
 Permitted Holder
 Person
 Preferred Stock
 Related Party
   Subsidiary
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Voting Stock
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EXHIBIT E
 FORM OF RELEASE
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I ACKNOWLEDGE THAT I HAVE READ THIS
RELEASE AND I UNDERSTAND
AND ACCEPT ITS TERMS
 Eugene S. Kahn
    
    DateSworn to before me this
___ day of _________, 20___Notary
Public
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