EX-10.23





 Exhibit 10.23 

 
 



 
 December 18, 2021 

Confidential 
 Laurie Ann Goldman 

LA Ventures 
 15 Sutton Place 

New York City, NY 10022 
 Dear Laurie Ann: 

On behalf of the Board of Managers (the “Board”) of Claire’s Holdings LLC (the “Company”), I am pleased to invite you to join the
Board and to assume the role of Board Chair, effective as of January 30, 2022. 
 Your compensation for your service will consist of the following:

  

	 	•	 	 An annual cash retainer of $125,000, paid quarterly in arrears, for service as a member of the Board.



  

	 	•	 	 An annual cash retainer of $100,000, paid quarterly in arrears, for service as Board Chair.



  

	 	•	 	 An initial award of restricted stock units with a grant date target value approximately equal to the product of
$37,500 multiplied by a fraction, the numerator of which is the number of days from the date your service on the Board commences to April 12, 2022 and the denominator is 182. This award will vest on April 12, 2022. 



 

	 	•	 	 A one-time award of restricted stock units with a grant date target value
of approximately $200,000, which will vest in three equal installments on the first, second, and third anniversaries of the date your service on the Board commences. 



Vesting of both equity awards will be contingent on you continuing your service through the vesting date. You will be eligible for additional equity awards on
the same terms as other non- employee members of the Board. 
 As you know, the Company is preparing for an initial
public offering. In connection with the IPO, the Compensation and Organization Committee (the “Committee”) of the Board has recommended that the Board approve a new Board compensation program. If approved by the Board, and contingent on
the completion of the IPO, the new compensation program will include the following terms: 
  

	 	1.	 An annual cash retainer of $75,000, paid quarterly in arrears, for service as a member of the Board.
















 



 
  


	 	2.	 An annual cash retainer of $100,000, paid quarterly in arrears, for service as Board Chair.



  

	 	3.	 An annual equity grant with a target grant date value of $125,000, with
one-year cliff vesting. 


 For any quarter during which you do not serve on the Board or any
applicable Board committee for the full quarter, all applicable cash retainers and fees will be pro rated. 
 In connection with your Board service, the
Company and you agree that as a member of the Board, you will be subject to the terms and conditions of the Company’s certificate of formation and the Amended and Restated Limited Liability Agreement, dated October 12, 2018 (as amended,
restated, supplemented or modified from time to time) (the “LLC Agreement”) of the Company, including, without limitation, Section 6 of the LLC Agreement, which provides that you may be removed from your position as a member of
the Board in accordance with the terms of such Section. Promptly following any such removal, you shall execute such documents in connection therewith as the Company may reasonably request. 

To confirm your acceptance of this offer, please countersign this letter and return it to Brendan McKeough, the Company’s General Counsel, at
Brendan.McKeough@Claires.com. 
 This letter agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of
the State of Delaware, without giving effect to the principles of conflict of laws thereof. The parties hereto irrevocably select as the sole judicial forum for the adjudication of any matters arising under or in connection with this letter
agreement, and consent to the jurisdiction of, the state and United States Federal courts located in the state of Delaware. Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in
respect of any litigation directing or indirectly arising out of, under or in connection with this letter agreement or any transaction contemplated hereby. This letter agreement may be executed in counterparts, all of which shall together be
considered one and the same instrument. You shall not assign or transfer any rights or obligations hereunder without the prior written consent of the Company. 

[Signature page follows] 

  
 2400 West Central
Road  •  Hoffman Estates  •  IL 60192 
 t:
847•765•1100    f: 847•765•4676    www.claires.com 














 



 
  

 Please sign in the space provided below to signify your acceptance of this offer on the terms set forth
above. 
  

			
	Sincerely,
	
	CLAIRE’S HOLDINGS LLC
		
	By:	 	 /s/ Samantha Algaze

		 	Samantha Algaze
		 	Board Chair


 Acknowledged and agreed 

as of the date first above written: 
  

			
	By:	 	 /s/ Laurie Ann Goldman

		 	 Laurie Ann Goldman

		 	  
 1/6/2022



  
 2400 West Central
Road  •  Hoffman Estates  •  IL 60192 
 t:
847•765•1100    f: 847•765•4676    www.claires.com