THE GYMBOREE CORPORATION


 


MANAGEMENT SEVERANCE PLAN


 


Amended and Restated

Effective January 8, 2013


 


ARTICLE
I



PURPOSE, ESTABLISHMENT AND APPLICABILITY OF PLAN


 


1.Purpose.
The purpose of this Plan is to provide for the payment of severance benefits to Participants whose employment with the Company
terminates in an Involuntary Termination. The Company believes that severance benefits of this kind will aid the Company in attracting
and retaining the highly qualified individuals who are essential to its success.


 


2.Establishment
of Plan. As of the Effective Date, the Company hereby establishes the Plan, as set forth in this document.


 


3.Applicability
of Plan. Subject to the terms of this Plan, the benefits provided by this Plan shall be available to those Employees who, on
or after the Effective Date, receive a Notice of Participation.


 


4.Contractual
Right to Benefits. This Plan and the Notice of Participation establish and vest in each Participant a contractual right to
the benefits to which he or she is entitled pursuant to the terms and conditions thereof, enforceable by the Participant against
the Company.


 


ARTICLE
II



DEFINITIONS AND CONSTRUCTION


 


Whenever used in this
Plan, the following terms shall have the meanings set forth below.


 


1.Base
Compensation. “Base Compensation” shall mean the gross annual cash compensation paid to each Participant in the
form of base salary, exclusive of bonuses, other incentive pay, commissions, and all other pay and expense types. Base Compensation
of a Participant shall be computed with reference to the greatest Base Compensation received by that Participant in any full payroll
period during the twelve (12) months preceding the Participant’s Involuntary Termination.


 


2.Board.
“Board” shall mean the Board of Directors of The Gymboree Corporation.


 


3.Cause.
“Cause” shall mean (i) the conviction of (or plea of nolo contendere by) the Participant for a felony or a crime involving
moral turpitude; (ii) the commission by the Participant of theft, fraud, embezzlement, material breach of trust or any material
act of dishonesty involving the Company; (iii) a material breach by the Participant in the performance of his or her duties and
responsibilities, following written notice to the Participant and a 30 day opportunity to cure; (iv) a significant violation by
the Participant of the code of conduct of the Company or of any statutory or common law duty of loyalty to the Company; or (v)
any act that would constitute a material violation of the standards set forth in this Plan, including, without limitation, the
standards of Article V or a material breach of any agreement with the Company.


 






    	 



    	 	



    
 


 


4.COBRA
Premiums Continuation Period. “COBRA Premiums Continuation Period” shall mean the period set forth in a Participant’s
Notice of Participation, which period immediately follows the Participant’s Involuntary Termination.


 


5.Code.
“Code” shall mean the Internal Revenue Code of 1986, as amended.





 


6.Company.
“Company” shall mean The Gymboree Corporation, any subsidiary corporations, any affiliates, any successor entities
as provided in Article VII hereof, and any parent, subsidiaries or affiliate of such successor entities.


 


7.Disability.
“Disability” shall mean that the Participant has been unable to perform his or her duties as an Employee as the result
of incapacity due to physical or mental illness, and the Participant is found to be disabled within the meaning of the Company’s
long-term disability plan.


 


8.Effective
Date. “Effective Date” for purposes of this most recent amendment and restatement of this Plan shall mean January 8,
2013.


 


9.Employee.
“Employee” shall mean an employee of the Company.


 


10.ERISA.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


11.Good
Reason. “Good Reason” means the occurrence of any of the following without the Participant’s express written
consent: (i) the material reduction of the Participant’s authority, duties or responsibilities relative to the Participant’s
authority, duties or responsibilities in effect immediately prior to such reduction; provided, however, that a significant reduction
in title, duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as example,
when the Chief Financial Officer of The Gymboree Corporation remains as such following a change of control and is not made the
Chief Financial Officer of the acquiring corporation) shall not constitute Good Reason, (ii) a material reduction by the Company
in the annual base salary relative to the annual base salary in effect immediately prior to such reduction; or (iii) the required
relocation of Participant’s primary geographic work location by more than 50 miles; provided that no event described
herein shall constitute Good Reason unless (A) the Participant has given the Company written notice of termination setting forth
the conduct that is alleged to constitute Good Reason within 90 days of the first date on which the Participant has knowledge of
such event or conduct, and (B) the Participant has provided the Company at least 30 days following the date on which such notice
is provided to cure such conduct and the Company has failed to do so.


 






    	 



    	 	



    
 


 


12.Involuntary
Termination. “Involuntary Termination” shall mean (i) a termination of a Participant’s employment by the
Company other than for Cause or (ii) by the Participant for Good Reason; provided, however, that an Involuntary Termination shall
not occur for purposes of this Plan if the Participant is offered comparable employment with the Company. A position will not be
considered comparable under the foregoing sentence if, at the time the Participant is offered the position: (a) the annual
base salary for the new position would result in a material reduction from the annual base salary of the Participant’s then
current position, or (b) the new position involves a material change in geographic location from the location of the Participant’s
then current position.


 


13.Notice
of Participation. “Notice of Participation” shall mean an individualized written notice of participation in this
Plan from an authorized officer of the Company.


 


14.Participant.
“Participant” shall mean an individual who meets the eligibility requirements of Article III.


 


15.Plan.
“Plan” shall mean this The Gymboree Corporation Management Severance Plan.


 


16.Plan
Administrator. “Plan Administrator” shall mean the Board of Directors of the Company, or its committee or designee,
as shall be responsible for administering this Plan.


 


17.Release.
“Release” shall mean the waiver and release referenced in Paragraph 2 of Article III.


 


18.Severance
Payment. “Severance Payment” shall mean the payment of severance compensation as provided in Article IV hereof.


 


19.Severance
Payment Percentage. “Severance Payment Percentage” shall mean, for each Participant, the Severance Payment Percentage
set forth in such Participant’s Notice of Participation.


ARTICLE
III



ELIGIBILITY


 


1.Participation
in Plan. Each Employee who is designated by the Plan Administrator and who signs and timely returns to the Company a Notice
of Participation within the time set forth in such Notice shall be a Participant in this Plan. A Participant shall cease to be
a Participant in this Plan (i) upon ceasing to be an Employee, or (ii) upon receiving written notice from this Plan Administrator
that the Participant is no longer eligible to participate in this Plan, unless, in either case, such Participant is then entitled
to benefits hereunder by virtue of having already incurred an Involuntary Termination. A Participant entitled to benefits hereunder
shall remain a Participant in this Plan until the full amount of the benefits have been delivered to the Participant.


 


2.Waiver
and Release. As a condition of receiving benefits under this Plan, an Employee must sign (and not revoke) an effective general
waiver and release on a form provided by the Company not later than 60 days following the Employee’s Involuntary Termination.


 






    	 



    	 	



    
 


 


ARTICLE
IV



SEVERANCE BENEFITS


 


1.Benefits
Upon an Involuntary Termination. If the Participant’s employment with the Company terminates as a result of Involuntary
Termination, then, subject to Articles V and VI hereof, the Participant shall be entitled to receive severance benefits as follows:


 


(a)Severance
Pay Upon an Involuntary Termination. The Participant shall be entitled to receive a Severance Payment equal to the product
obtained by multiplying the Participant’s Severance Payment Percentage times the Participant’s Base Compensation. Unless
otherwise determined by the Plan Administrator, any such Severance Payment shall be paid in cash by the Company to the Participant
as salary continuation in accordance with the Company’s regular payroll schedule over the period that it would have taken
the Participant to earn the Severance Payment as Base Compensation had the Involuntary Termination not occurred, less applicable
withholding and subject to the Release becoming effective, and shall be in lieu of any other severance or severance-type benefits
to which the Participant may be entitled under any other Company-sponsored plan, practice or arrangement. The first installment
of the Severance Payment paid following the date on which the Release becomes effective shall be payable in arrears and, to the
extent any portion of the Severance Payment is subject to Section 409A of the Code and the timing of the execution of the Release
could result in such installment becoming payable in either of two taxable years of the Participant, such installment shall be
paid in the later of the two taxable years.


 


EXAMPLE:
Participant experiences an Involuntary Termination on July 1, 2013. Participant’s Base Compensation is $150,000. The Severance
Payment Percentage set forth in the Participant’s Notice of Participation is 50%. The Participant is entitled to a Severance
Payment equal to 50% x $150,000 = $75,000.


 


(b)Employee
Benefits Following an Involuntary Termination. The Company shall continue to provide the Participant with medical, dental
and vision insurance coverage to the extent provided in the respective governing documents for each such employee benefit,
including but not limited to continuation coverage pursuant to Title X of the Consolidated Omnibus Budget Reconciliation Act
of 1985 (“COBRA”). To the extent the Participant properly elects COBRA continuation coverage, beginning on the
Company’s next regular payroll date following the Release becoming effective, the Company shall, to the extent
permitted under applicable law, reimburse the Participant for the full cost of the premiums due for such coverage for a
period that ends on the earliest to occur of (i) expiration or early termination of COBRA continuation coverage in accordance
with the requirements of COBRA, and (ii) the Participant’s COBRA Premiums Continuation Period. In the event the
Company’s payment obligations end based on clause (ii) of the foregoing sentence, the Participant shall be responsible
for properly paying the full cost of the premiums due for any future COBRA continuation coverage to which he or she is then
entitled.


 


2.Voluntary
Resignation; Termination For Cause. If the Participant’s employment terminates by reason of the Participant’s voluntary
resignation (other than for Good Reason), or if the Company terminates the Participant for Cause, then the Participant shall not
be entitled to receive severance or other benefits under this Plan and shall be entitled only to those benefits (if any) as may
be available under the Company’s then existing benefit plans and policies at the time of such termination.


 


3.Disability;
Death. If the Participant’s employment terminates by reason of the Participant’s death, or in the event the Company
terminates the Participant’s employment following his or her Disability, the Participant shall not be entitled to receive
severance or other benefits under this Plan and shall be entitled only to those benefits (if any) as may be available under the
Company’s then existing benefits plans and policies at the time of such termination.


 






    	 



    	 	



    
 


 


ARTICLE
V



FORFEITURE OF SEVERANCE BENEFITS


 


1.Future
Services with the Company. If a Participant provides services to the Company (as an employee, independent contractor, consultant
or otherwise) during the 12-month period following his or her Involuntary Termination and does so without the prior written approval
of the Company’s General Counsel or his or her delegate, the Participant shall repay a pro rata amount of such benefits previously
paid by the Company equal to the fraction derived from the number of days remaining in such 12-month period divided by 365.


 


2.Violation
of the Company’s Code of Conduct, Code of Ethics or the Participant’s Restrictive Covenants. Notwithstanding any
other provision of this Plan to the contrary, if it is determined by the Company that a Participant has violated the Company’s
code of conduct or code of ethics or violated any restrictive covenants contained in the Participant’s general waiver and
release or any other restrictive covenants contained in any other Company plan or program or agreement between the Company and
the Participant, the Participant shall be required to repay to the Company an amount equal to the economic value of all severance
and other benefits already paid or provided to the Participant under this Plan and the Participant shall forfeit all other entitlements
under this Plan. Additional forfeiture provisions may apply under other agreements between the Participant and the Company, and
any such forfeiture provisions shall remain in full force and effect.


 


ARTICLE
VI



EMPLOYMENT STATUS; WITHHOLDING


 


1.Employment
Status. This Plan does not constitute a contract of employment or impose on the Participant or the Company any obligation to
retain the Participant as an Employee, to change the status of the Participant’s employment, or to change the Company’s
policies regarding termination of employment. The Participant’s employment is and shall continue to be at-will, as defined
under applicable law. If the Participant’s employment with the Company or a successor entity terminates for any reason the
Participant shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Plan,
or as may otherwise be available in accordance with the Company’s established employee plans and practices or other agreements
with the Company at the time of termination.


 


2.Taxation
of Plan Payments. All amounts paid pursuant to this Plan shall be subject to regular payroll and withholding taxes.


 






    	 



    	 	



    
 


 


ARTICLE
VII



AMENDMENT AND TERMINATION


 


The Board (or
a designated committee thereof) shall have the discretionary authority to amend this Plan at any time in any respect, including
as to the removal or addition of Participants, or to terminate this Plan, in either case by resolution adopted by a majority of
the Board (or such designated committee). A termination of this Plan pursuant to the preceding sentence shall be effective for
all purposes, except that such termination shall not affect the payment or provision of compensation or benefits earned by a Participant
by virtue of having already incurred an Involuntary Termination prior to the termination of this Plan.


 


ARTICLE
VIII



administration


 


1.Power
and Authority. The Plan Administrator has all power and discretionary authority necessary or convenient to administer this
Plan, including, but not limited to, the exclusive authority and discretion: (a) to construe and interpret this Plan; (b) to
decide all questions of eligibility for and the amount of benefits under this Plan; (c) to prescribe procedures to be followed
and the forms to be used by the Participants pursuant to this Plan; and (d) to request and receive from all Participants such
information as the Plan Administrator determines is necessary for the proper administration of this Plan. All determinations under,
and interpretations of, the Plan by the Plan Administor shall be final and shall be conclusive and binding on all parties.


 


2.Section
409A. The Company intends that this Plan not contain nonqualified deferred compensation subject to the requirements of Section
409A of the Code. Accordingly, this Plan will be interpreted, operated, and administered by the Company to the extent the Company
deems necessary to carry out such intention and to avoid the imposition of any additional tax or income recognition pursuant to
Section 409A, including any temporary or final Treasury regulations and guidance promulgated thereunder.


 






    	 



    	 	



    
 


 


ARTICLE
IX



CLAIMS PROCESS


 


1.Claim
for Benefits. A Participant (or any individual authorized by such Participant) has the right under ERISA and this Plan to file
a written claim for benefits. To file a claim, the Participant must send the written claim to the Company’s Vice President,
HR & Total Rewards. If such claim is denied in whole or in part, the Participant shall receive
written notice of the decision of the Company’s Vice President, HR & Total Rewards, within 90 days after the claim is
received. Such written notice shall include the following information: (i) specific reasons for the denial; (ii) specific
reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information
necessary for the perfection of the claim and an explanation of why it is needed; and (iv) steps to be taken if the Participant
wishes to appeal the denial of the claim, including a statement of the Participant’s right to bring a civil action under
Section 502(a) of ERISA upon an adverse decision on appeal. If the Company’s Vice President, HR & Total Rewards,
needs more than 90 days to make a decision, he or she shall notify the Participant in writing within the initial 90 days and explain
why more time is required, and how long is needed. If a Participant (or any individual authorized by such Participant) submits
a claim according to the procedures above and does not hear from the Company’s Vice President, HR & Total Rewards, within
the appropriate time, the Participant may consider the claim denied.


 


2.Appeals.
The following appeal procedures give the rules for appealing a denied claim. If a claim for benefits is denied, in whole or in
part, or if the Participant believes benefits under this Plan have not been properly provided, the Participant (or any individual
authorized by such Participant) may appeal this denial in writing within 60 days after the denial is received. The Plan Administrator
shall conduct a review and make a final decision within 60 days after receiving the Participant’s written request for review.
If the Plan Administrator needs more than 60 days to make a decision, it shall notify the Participant in writing within the initial
60 days and explain why more time is required. The Plan Administrator may then take 60 more days to make a decision. If such appeal
is denied in whole or in part, the decision shall be in writing and shall include the following information: (i) specific
reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a statement
of the Participant’s right to access and receive copies, upon request and free of charge, of all documents and other information
relevant to such claim for benefits; and (iv) a statement of the Participant’s (or representative’s) right to
bring a civil action under Section 502(a) of ERISA. If the Plan Administrator does not respond within the applicable time
frame, the Participant may consider the appeal denied. If a Participant (or any individual authorized by such Participant) submits
a written request to appeal a denied claim, the Participant has the right to review pertinent Plan documents and to send a written
statement of the issues and any other documents to support the claim.


 


3.Limitations
Period. A Participant must pursue the claim and appeal rights described above before seeking any other legal recourse regarding
a claim for benefits. The Participant may thereafter file an action in a court of competent jurisdiction, but he or she must do
so within 180 days after the date of the notice of decision on appeal or such action will be forever barred.


 






    	 



    	 	



    
 


ARTICLE
X



NOTICE AND ASSIGNMENT


 


1.General.
Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given
when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In
the case of the Participant, mailed notices shall be addressed to him or her at the home address which he or she most recently
communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters,
and all notices shall be directed to the attention of its Vice President, HR & Total Rewards.


 


2.Notice
by the Participant of Potential Involuntary Termination. In the event that the Participant (a) determines that circumstances
constituting Good Reason have occurred and (b) desires to terminate his employment with the Company for such Good Reason, the Participant
shall give written notice to the Company of such circumstances which Participant believes constitute Good Reason and Participant’s
intent to terminate his employment. The notice shall be delivered by the Participant to the Company within ninety (90) calendar
days following the date on which such circumstances constituting Good Reason occurred, shall indicate the specific provision or
provisions in this Plan upon which the Participant relied to make such determination and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for such determination. The failure by the Participant to include in the notice
any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of the Participant hereunder or
preclude the Participant from asserting such fact or circumstance in enforcing his or her rights hereunder. Following the notice,
the Company shall have thirty (30) calendar days to remedy the circumstances constituting Good Reason before giving effect to such
Involuntary Termination for purposes of this Plan.


 


3.Assignment
by Company. The Company may assign its rights under this Plan to an affiliate, and an affiliate may assign its rights under
this Plan to another affiliate of the Company or to the Company. In the case of any such assignment, the term “Company”
when used in this Plan shall mean the corporation that actually employs the Participant.


 


4.Company’s
Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations
under this Plan and agree expressly to perform the obligations under this Plan by executing a written agreement. For all purposes
under this Plan, the term “Company” shall include any successor to the Company’s business and/or assets which
executes and delivers the assumption agreement described in this subsection or which becomes bound by the terms of this Plan by
operation of law.


 






    	 



    	 	



    
 


 





ARTICLE
XI



MISCELLANEOUS


 


1.Governing
law, Jurisdiction and Venue.  This Plan is intended to be, and shall be interpreted as, an unfunded employee welfare
benefit plan (within the meaning of Section 3(1) of ERISA) for a select group of management or highly compensated employees (within
the meaning of Section 2520.104-24 of Department of Labor Regulations) and it shall be enforced in accordance with ERISA. Any
Participant or other person filing an action related to this Plan shall be subject to the jurisdiction and venue of the federal
or state courts of the State of California.


 


2.Severability.
In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had
not been included. Further, the captions of this Plan are not part of the provisions hereof and shall have no force and effect.


 


3.WARN
Act. Notwithstanding anything herein to the contrary, a Participant’s Severance Payment hereunder shall be reduced by
the amount of any severance or benefits payable to the Participant pursuant to the Worker Adjustment and Retraining Notification
Act of 1988 or other applicable law.


 


4.Effect
of Plan. This Plan, as amended, shall completely replace and supersede any prior version of this Plan and any other verbal
or written document or communication concerning the Severance Benefits. In addition, Severance Benefits shall not be counted as
“compensation,” or any equivalent term, for purposes of determining benefits under other plans, programs or practices
owing to the Participant from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided
for in this Plan, the Participant’s rights under all such agreements, plans, provisions, and practices continue to be subject
to the respective terms and conditions thereof.


 






    	 



    	 	



    
 


 


THE GYMBOREE CORPORATION


MANAGEMENT SEVERANCE PLAN


NOTICE OF PARTICIPATION


 





	To:	Name
	 	 
	Date:	________, 201_






 


The Plan Administrator
has designated you as a Participant in the Plan, a copy of which is attached hereto. The terms and conditions of your participation
in the Plan are as set forth in the Plan and herein. The terms defined in the Plan shall have the same defined meanings in this
Notice of Participation. As a condition to receiving benefits under the Plan, you must sign a general waiver and release in the
form provided by the Company.


 


In the event that you
are entitled to a Severance Benefits under the Plan, you will receive, in accordance with the Plan:


 


1) A Severance Payment
equal to [●]% (the “Severance Payment Percentage”) of your Base Compensation payable as salary continuation,
less applicable withholding. Notwithstanding the foregoing sentence, the Company will not pay any unpaid portion of the Severance
Payment, and you will be required to repay any portion of the Severance Payment that has already been paid, in the event you compete
against the Company or violate the Company’s Code of Conduct, Code of Ethics or applicable restrictive covenants, as further
described in Article V of the Plan.


 


2) Reimbursement of
premium payments for COBRA continuation coverage for a COBRA Premiums Continuation Period of [●] months.


 


Please return the signed
copy of this Notice of Participation within ten (10) days of the date set forth above to:


 


Vice President,
HR & Total Rewards


The Gymboree
Corporation


500 Howard Street


San Francisco,
California 94105


 


Please retain a copy
of this Notice of Participation, along with a copy of the Plan, for your records.


 


	Date:		 	Signature: