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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File Nos. 1-8899 and 333-148108
 Claires Stores, Inc.
  Florida
    
    59-0940416(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 2400 West Central Road, Hoffman Estates, Illinois
    
    60195(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (847) 765-1100  None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



PagePART IIItem 9B.
    
    Other Information
    
    
    2PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    2Item 11.
    
    Executive Compensation
    
    
    5Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    16Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    17Item 14.
    
    Principal Accountant Fees and Services
    
    
    18PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    19SIGNATURESEX-10.10EX-31.1EX-31.2EX-32.1EX-32.2




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Explanatory Notes
     
 PART II.
 
 Item 9B. Other Information
   
 PART III.
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    PositionEugene S. Kahn
    
    
    60
    
    
    Chief Executive Officer and DirectorJames G. Conroy
    
    
    40
    
    
    President of Claires StoresKenneth Wilson
    
    
    43
    
    
    President of Claires EuropeJ. Per Brodin
    
    
    48
    
    
    Executive Vice President and Chief Financial OfficerPeter P. Copses
    
    
    51
    
    
    Non-Executive Chairman of our Board of DirectorsRobert J. DiNicola
    
    
    61
    
    
    DirectorGeorge G. Golleher
    
    
    62
    
    
    DirectorRohit Manocha
    
    
    51
    
    
    DirectorRon Marshall
    
    
    55
    
    
    DirectorLance A. Milken
    
    
    34
    
    
    Director
 Eugene S. Kahn
 2




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##### Table of Contents



James G. Conroy
 Kenneth Wilson
 J. Per Brodin
 Peter P. Copses
 Robert J. DiNicola
 George G. Golleher
 3




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Rohit Manocha
 Ron Marshall
 Lance A. Milken
 Board Composition
  Board Committees
  4




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Board Leadership Structure and Risk Oversight
   Code of Ethics
 www.clairestores.com
 
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Introduction
    Compensation Philosophy and Objectives
   5




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Components of Executive Compensation
  Base Salary.
 Bonus.
    Fiscal 2009 Performance Goals
 AdjustedSame Store Sales
    
    
    New Store Sales
    
    
    EBITDA
    
    
    
    
    
    Free Cash FlowBonus Level
    
    (%)(1)
    
    
    ($ in millions)(2)
    
    
    ($ in millions)(3)
    
    
    Expense Savings
    
    
    ($ in millions)Threshold
    
    
    (4.60
    )
    
    
    25
    
    
    
    192
    
    
    At Budget
    
    
    0Target
    
    
    (2.45
    )
    
    
    26
    
    
    
    206
    
    
    Budget  Savings
    
    
    19of  $2 millionMaximum
    
    
    (0.31
    )
    
    
    26
    
    
    
    219
    
    
    Budget Savings
    
    
    37of  $4 million
 
 (1)
    
    We include a store in the calculation of same store sales once it has been in operation 60
weeks after its initial opening. The amount in the table represents negative same store sales
growth.(2)
    
    New store sales includes sales from stores opened less than 60 weeks.(3)
    
    EBITDA represents income from continuing operations before provision (benefit) for
income tax, interest income and expense and depreciation and amortization, as adjusted for
certain non-recurring and non-cash expenses. 6




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Fiscal Year 2009 Bonus Table
 PotentialName
    
    Potential Threshold
    
    Target
    
    Potential Maximum
    
    ActualEugene S. Kahn
    
    $
    675,000(67.5
    %)(1)
    
    $
    1,000,000(100
    %)(1)
    
    $
    1,225,000(122.5
%)(1)
    
    $
    983,650Chief Executive OfficerJames G. Conroy
    
    $
    405,000(67.5
    %)(1)
    
    $
    600,000(100
    %)(1)
    
    $
    735,000(122.5
    %)(1)
    
    $
    590,190PresidentKenneth Wilson
    
    $
    357,667(67.5
    %)(1)
    
    $
    529,876(100
    %)(1)
    
    $
    649,098(122.5
    %)(1)
    
    $
    550,854President of Claires
EuropeJ. Per Brodin
    
    $
    132,000(30
    %)
    
    $
    264,000(60
    %)
    
    $
    396,000(90
    %)
    
    $
    302,714Executive Vice
President and Chief
Financial Officer
 
 (1)
    
    These percentages were changed from 67.5%, 100% and 122.5% to 50%, 100% and 150%, respectively, for Fiscal 2010. Stock Option Awards.
   7




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Management Equity Investments.
  Benefits Programs
 Retirement Plans .
 8




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Perquisites.
 Severance Pay and Benefits upon Termination of Employment under Certain Circumstances.
 Eugene S. Kahn.
   James G. Conroy.
  9




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Kenneth Wilson
  J. Per Brodin.
 Compensation Committee Report
  
 Compensation Committee Interlocks and Insider Participation
  10




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Summary Compensation Table
  Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherName and Principal
    
    Fiscal
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)1
    
    ($)2
    
    ($)
    
    ($)
    
    ($)Eugene S. Kahn
    
    
    2009
    
    
    
    1,000,000
    
    
    
    983,650
    (3)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    142,229
    (4)
    
    
    2,125,879Chief Executive Officer
    
    
    2008
    
    
    
    1,000,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    132,289
    (5)
    
    
    1,132,2892007
    
    
    
    688,461
    
    
    
    778,994
    (6)
    
    
    750,000
    
    
    
    6,296,944
    
    
    
    0
    
    
    
    67,230
    (7)
    
    
    8,581,629James G. Conroy(8)
    
    
    2009
    
    
    
    600,000
    
    
    
    590,190
    (3)
    
    
    0
    
    
    
    346,250
    
    
    
    0
    
    
    
    15,356
    (9)
    
    
    1,551,796President
    
    
    2008
    
    
    
    598,846
    
    
    
    225,000
    (10)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    77,483
    (11)
    
    
    901,3292007
    
    
    
    83,250
    
    
    
    150,000
    (12)
    
    
    0
    
    
    
    1,941,625
    
    
    
    0
    
    
    
    0
    
    
    
    2,174,875Kenny Wilson(13)
    
    
    2009
    
    
    
    575,108
    
    
    
    769,993
    (14)
    
    
    0
    
    
    
    972,800
    
    
    
    0
    
    
    
    165,156
    (15)
    
    
    2,483,057President EuropeJ. Per Brodin
    
    
    2009
    
    
    
    440,000
    
    
    
    302,714
    (3)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    6,600
    (16)
    
    
    749,314Executive Vice President
    
    
    2008
    
    
    
    431,538
    
    
    
    0
    
    
    
    0
    
    
    
    502,200
    
    
    
    0
    
    
    
    6,600
    (16)
    
    
    940,338and Chief Financial Officer
 
 (1)
    
    Mr. Kahn received a grant of restricted stock of Parent in connection with the
consummation of the Merger in 2007. This column reflects the amounts recognized for
financial statement reporting purposes for the portion of the fair value of stock awards of
Parent common stock granted or purchased in accordance with ASC Topic 718, Compensation 
Stock Compensation. For a description of the assumptions used in calculating the fair value
of option awards under ASC Topic 718, Compensation  Stock Compensation, see Note 8 Stock
Options and Stock-Based Compensation of the Notes to our Consolidated Financial Statements
included in our Fiscal 2009 Form 10-K. The amounts in this column reflect the accounting
expense to the Company in connection with such option awards and do not reflect the amount of
compensation actually received by the named executive officer during the respective fiscal
year.(2)
    
    Mr. Kahn received a grant of non-qualified stock options to purchase stock of Parent
in connection with the Merger. Messrs. Conroy, Wilson and Brodin received grants of
non-qualified stock options to purchase stock of Parent upon employment with the Company.
This column reflects the amounts recognized for financial statement reporting purposes for
the portion of the fair value of option awards to purchase Parent common stock granted in
accordance with ASC Topic 718, Compensation  Stock Compensation (formerly, Statement of
Financial Accounting Standards No. 123 (revised), ShareBased Payment). For a description of
the assumptions used in calculating the fair value of option awards under ASC Topic 718,
Compensation  Stock Compensation, see Note 8 Stock Options and Stock-Based Compensation of
the Notes to our Consolidated Financial Statements included in our Fiscal 2009 Form 10-K.
The amounts in this column reflect the accounting expense to the Company in connection with
such option awards and do not reflect the amount of compensation actually received by the
named executive officer during the respective fiscal year.(3)
    
    Represents bonus paid in accordance with the annual numeric performance goals
established by our Compensation Committee. See Components of Executive Compensation, Bonus.(4)
    
    Includes (i) $126,200 for reimbursement of living expenses pursuant to Mr. Kahns
employment agreement, grossed up for income tax purposes, (ii) $10,200 for automobile
allowance, and (iii) $5,829 for life insurance reimbursement.(5)
    
    Includes (i) $115,289 for reimbursement of living expenses pursuant to Mr. Kahns
employment agreement, grossed up for income tax purposes, and (ii) $17,000 for automobile
allowance.(6)
    
    Includes a one-time minimum guaranteed incentive bonus of $666,666 and a one-time
sign-on bonus of $112,328 pursuant to the terms of Mr. Kahns employment agreement.(7)
    
    Includes (i) $61,280 for reimbursement of living expenses paid pursuant to the terms
of Mr. Kahns employment agreement, grossed-up for income tax purposes, and (ii) $5,950 for
automobile allowance.(8)
    
    Mr. Conroy became an executive officer on December 13, 2007 and the information
included in the table reflects his compensation from that date until our fiscal year end.
From May 2007 through December 12, 2007, Mr. Conroy was a consultant to us and received fees
of approximately $379,000.(9)
    
    Includes (i) $10,200 for automobile allowance, and (ii) relocation expenses of $5,157.(10)
    
    Represents one-time minimum guaranteed incentive bonus pursuant to Mr. Conroys
employment agreement.(11)
    
    Includes (i) relocation expenses of $66,433, and (ii) $11,050 for automobile
allowance.(12)
    
    Represents one-time sign-on bonus paid to Mr. Conroy pursuant to the terms of his
employment agreement.(13)
    
    Represents amounts in British in pounds converted to U.S. dollars at applicable
average exchange rates.(14)
    
    Includes (i) one-time minimum guaranteed incentive bonus of $529,877, (ii) additional
annual incentive plan bonus of $20,977, and (iii) one-time sign-on bonus of $219,139 pursuant
to Mr. Wilsons employment agreement.(15)
    
    Includes (i) relocation expenses of $123,361, grossed up for income tax purposes,
(ii) salary sacrifice bonus of $16,291, (iii) automobile allowance of $23,742, and (iv)
medical and medical insurance expenses of $1,762.(16)
    
    Represents automobile allowance. 11




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Employment Arrangements with our Executive Officers
 Eugene S. Kahn
   James G. Conroy
   12




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Kenneth Wilson
  J. Per Brodin
  Grants of Plan-Based Awards in Fiscal 2009
  All OtherOption
    
    
    ExerciseEstimated Future Payouts
    
    
    Awards:
    
    
    or BaseUnder Equity Incentive
    
    
    Number
    
    
    Price of
    
    
    Grant Date FairPlan Awards
    
    
    of Securities
    
    
    Option
    
    
    Value of Stock andThreshold
    
    
    Target
    
    
    Maximum
    
    
    Underlying Options
    
    
    Awards
    
    
    Option AwardsName
    
    Grant Date
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)(2)
    
    
    ($/Sh)
    
    
    ($)(1)James G. ConroyTime Options
    
    
    4/16/09
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    170,500Performance Options
    
    
    4/16/09
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    50,000
    
    
    
    10.00
    
    
    
    130,000Stretch Options
    
    
    4/16/09
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    45,750
 
 (1)
    
    This column reflects the grant date fair value of equity awards in accordance
with ASC Topic 718, Compensation  Stock Compensation. For a description of the
assumptions used in calculating the fair value of option awards under ASC Topic 718,
Compensation  Stock Compensation,see Note 8 Stock Options and Stock-Based Compensation
of the Notes to our Consolidated Financial Statements included in our Fiscal 2009 Form
10-K.(2)
    
    This column shows the number of options to purchase Parent common stock with
performance-based vesting requirements granted to the named executive officer in Fiscal
2009, which is also reflected in the Estimated Future Payouts Under Equity Incentive Plan
Awards column of this table. 13




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Outstanding Equity Awards at End of Fiscal 2009
  Outstanding Equity Awards at January 30, 2010
 Option Awards
    
    
    Stock AwardsNumber ofSecurities
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market Value ofUnderlying
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares orUnexercised
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of Stock
    
    
    Units of StockOptions
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    That Have
    
    
    That HaveExercisable
    
    
    Options
    
    
    Exercise Price
    
    
    Option
    
    
    Not Vested
    
    
    Not VestedName
    
    (#)
    
    
    Unexercisable (#)
    
    
    ($)
    
    
    Expiration Date
    
    
    (#)
    
    
    ($)Eugene S. Kahn 

Restricted Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,500
    
    
    
    375,000
    (5)Time Options(1)
    
    
    238,720
    
    
    
    238,720
    
    
    
    10.00
    
    
    
    5/29/2014Performance Options(2)
    
    
    
    
    
    
    477,440
    
    
    
    10.00
    
    
    
    5/29/2014Stretch Options(3)
    
    
    
    
    
    
    298,400
    
    
    
    10.00
    
    
    
    5/29/2014Management Investment
Options(4)
    
    
    100,000
    
    
    
    
    
    
    
    10.00
    
    
    
    5/29/2014James G. Conroy 
Time Options(1)
    
    
    87,500
    
    
    
    137,500
    
    
    
    10.00
    
    
    
    (6)Performance Options(2)
    
    
    
    
    
    
    225,000
    
    
    
    10.00
    
    
    
    (7)Stretch Options(3)
    
    
    
    
    
    
    112,500
    
    
    
    10.00
    
    
    
    (8)Kenneth Wilson 

Time Options(1)
    
    
    40,000
    
    
    
    120,000
    
    
    
    10.00
    
    
    
    1/18/2016Performance Options(2)
    
    
    
    
    
    
    160,000
    
    
    
    10.00
    
    
    
    1/18/2016Stretch Options(3)
    
    
    
    
    
    
    80,000
    
    
    
    10.00
    
    
    
    1/18/2016J. Per Brodin 

Time Options(1)
    
    
    30,000
    
    
    
    30,000
    
    
    
    10.00
    
    
    
    2/11/2015Performance Options(2)
    
    
    
    
    
    
    60,000
    
    
    
    10.00
    
    
    
    2/11/2015
 
 (1)
    
    The time option becomes vested and exercisable in four equal annual installments
on May 29, 2008, 2009, 2010 and 2011, subject to acceleration in the event of a change
in control.(2)
    
    The target performance option generally provides that if on any Measurement
Date, the Value Per Share equals or exceeds the Target Stock Price, then the target
performance option will vest and become exercisable in two equal annual installments on
each of the first two anniversaries of the Measurement date, subject to acceleration in
the event of a change in control or a specified liquidity event, as set forth in the
option grant letter.(3)
    
    The stretch performance option generally provides that if on any Measurement
Date, the Value Per Share equals or exceeds the Stretch Stock Price, then the
stretch performance option will vest and become exercisable in two equal annual
installments on each of the first two anniversaries of the Measurement Date, subject to
acceleration in the event of a change in control or a specified liquidity event, as set
forth in the option grant letter. Prior to a qualified initial public offering with
gross proceeds of not less than $300.0 million, a Measurement Date is the end of a
fiscal quarter beginning with or following the last day of the second quarter of our
fiscal year ending in 2010. Prior to a qualified initial public offering, Value Per
Share is Parents Net Equity Value divided by the number of fully diluted shares. Net
Equity Value is calculated as the sum of (1) 8.5 times Parents EBITDA for the four
fiscal quarters ending on the Measurement Date, (2) the sum of all cash and cash
equivalents and the aggregate exercise price of all outstanding options or warrants to
purchase shares of Parents common stock as of the Measurement Date, less (3) Parents
debt as of the Measurement Date. Upon a defined liquidity event, Value Per Share is the
price per share realized by the Parents principal stockholders. The Target Stock Price
means $10.00 compounded at an annual rate of 22.5% from May 29, 2007 to the Measurement
Date, and the Stretch Stock Price means $10.00, compounded at an annual rate of 32% from
May 29, 2007 to the Measurement Date.(4)
    
    The management investment options are fully-vested.(5)
    
    Valued at original exercise price of $10.00 per share.(6)
    
    Unexercisable time options include: (i) 87,500 options expiring 12/13/2014, and
(ii) 50,000 options expiring 4/16/2016.(7)
    
    Unexercisable performance options include: (i) 175,000 options expiring
12/13/2014, and (ii) 50,000 options expiring 4/16/2016.(8)
    
    Unexercisable stretch options include: (i) 87,500 options expiring 12/13/2014,
and (ii) 25,000 options expiring 4/16/2016. 14




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Option Exercises and Stock Vested in Fiscal 2009
 None of our named executive officers exercised any options during Fiscal 2009. The
following table sets forth information with respect to restricted stock held by our named
executive officers that vested during Fiscal 2009.
 Stock AwardsNumber of Shares acquired on
    
    Value realized on VestingName
    
    Vesting (#)
    
    ($)(1)Eugene S. Kahn
    
    18,750
    
    187,500(1)
 
 (1)
    
    Valued at original exercise price of $10.00 per share. Nonqualified Deferred Compensation
  Potential Payments Upon Termination or Change-In-Control
  Compensation of Directors
   Fees Earnedor Paid inCash(1)Name
    
    ($)Peter P. Copses (2)
    
    
    67,000Robert J. DiNicola
    
    
    58,000George G. Golleher
    
    
    56,000Rohit Manocha (3)
    
    
    67,000Ron Marshall
    
    
    65,000Lance A. Milken(2)
    
    
    67,000
 
 (1)
    
    Includes annual retainer fees and committee fees.(2)
    
    Fees paid to Apollo.(3)
    
    Fees paid to Tri-Artisan Capital. 15




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   Name of Beneficial Owner (1)
    
    Number of Shares
    
    Percentage(2)Apollo Management VI, L.P.
    
    
    59,467,500
    (3)
    
    
    98.2Peter P. Copses(3)(4)
    
    
    
    
    
    
    Robert J. DiNicola(5)
    
    
    120,000
    (6)
    
    
    *George G. Golleher(5)
    
    
    120,000
    (6)
    
    
    *Eugene S. Kahn(5)
    
    
    513,720
    (7)
    
    
    *Rohit Manocha(3) (5)
    
    
    20,000
    (8)
    
    
    *Ron Marshall(5)
    
    
    20,000
    (8)
    
    
    *Lance A. Milken(3)(4)
    
    
    
    
    
    
    James G. Conroy
    
    
    87,500
    (9)
    
    
    *Kenneth Wilson
    
    
    40,000
    (10)
    
    
    *J. Per Brodin
    
    
    30,000
    (11)
    
    
    *All officers and directors as a group (10 persons)
    
    
    951,220
    
    
    
    1.6
 
 *
    
    Less than 1% of the outstanding shares.(1)
    
    The amounts and percentages of common stock beneficially owned are reported on the
basis of regulations of the SEC governing the determination of beneficial ownership of
securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power to vote or
direct the voting of such security, or power, which includes the power to dispose of or to
direct the disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which that person has a right to acquire beneficial ownership within
60 days. Securities that can be so acquired are deemed to be outstanding for purposes of
computing such persons ownership percentage, but not for purposes of computing.(2)
    
    These percentages are calculated on the basis of 60,586,500 outstanding shares of
Claires Inc.s common stock.(3)
    
    Represents all equity interests of Claires Inc. held of record by Apollo Investment
Fund VI, L.P. (AIF VI), Apollo Claires Investors A
LLC, Apollo Claires Investors B LLC and Apollo Claires
Investors C LLC (collectively, Apollo Claires). Apollo
Management VI, L.P. (Management VI) is the manager of AIF VI and Apollo Claires. AIF VI
Management, LLC (AIF VI LLC) is the general partner of Management VI. Apollo Management,
L.P. (Apollo Management) is the sole member and manager of AIF VI LLC. Apollo Management
GP, LLC (Management GP) is the general partner of Apollo Management. Apollo Management
Holdings, L.P. (AMH) is the sole member and manager of Management GP. Apollo Management
Holdings GP, LLC (AMH GP) is the general partner of AMH. Each of AIF VI, Apollo
Claires, Management VI, AIF VI LLC, Apollo Management, Management GP, AMH, and AMH GP
(collectively, the Apollo Entities) disclaim beneficial ownership of all shares of
Claires Inc. common stock held of record or beneficially owned by any of the Apollo
Entities, except to the extent of any pecuniary interest therein. The address of AIF VI and
Apollo Claires is c/o Apollo Management, One Manhattanville Road, Suite 201, Purchase, New
York 10577. The address of Management VI, AIF VI LLC, Apollo Management, Management GP, AHM
and AMH GP is c/o Apollo Management, L.P., 9 West 57th St., New York, New York 10019. Leon
Black, Joshua Harris and Marc Rowan are the managers and executive officers of AMH GP and
as such effectively have the power to exercise voting and investment control with respect
to the shares of our common stock held of record or beneficially owned by any of the Apollo
Entities. Each of Messrs. Black, Harris and Rowan disclaims beneficial ownership of such
shares except to the extent of any pecuniary interest therein. The address of Messrs.
Black, Harris and Rowan is c/o Apollo Management, L.P., 9 West 57th Street, New York, New
York 10019. Each of Messers. Copses, and Milken, who are partners or principals of Apollo,
disclaim beneficial ownership of any shares of Claires Inc. that may be deemed
beneficially owned by the Apollo Entities.(4)
    
    The address for Messrs. Copses and Milken is c/o Apollo Management, L.P., 9 West
57th Street New York, New York 10019.(5)
    
    The address for each of Messrs. DiNicola, Golleher, Kahn, Manocha, Marshall, Conroy,
Wilson and Bordin is c/o Claires Inc., 2400 W. Central Road, Hoffman Estates, IL 60192.(6)
    
    Includes fully-vested options to purchase 70,000 shares of common stock.(7)
    
    Includes (i) 100,000 owned shares, (ii) 75,000 restricted shares of common stock, of
which 37,500 shares remain subject to forfeiture pursuant to the terms of the grant, (iii)
a fully-vested option to purchase 100,000 shares of common stock, and (iv) a fully-vested
time-vested option to purchase 238,720 shares.(8)
    
    Includes a fully-vested option to purchase 20,000 shares of common stock held by
Tri-Artisan, an entity affiliated with Mr. Manocha.(9)
    
    Includes fully-vested option to purchase 87,500 shares.(10)
    
    Includes fully-vested option to purchase 40,000 shares.(11)
    
    Includes fully-vested option to purchase 30,000 shares. 16




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Management Fee
  Stockholders Agreement
  Consulting Fees
  Policies and Procedures for Review of Related Party Transactions
  Director Independence
  17




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
 Relationship With Our Independent Registered Public Accounting Firm
  Fees Paid To Our Independent Registered Public Accounting Firm
  Audit Fees
  Audit-Related Fees
   Tax Fees
  All Other Fees
 For license for tax compliance software, $1,700 and $1,500 for Fiscal 2008 and Fiscal 2009,
respectively.
 Pre-Approval Policies and Procedures
  18




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##### Table of Contents



PART IV.
 
 Item 15. Exhibits, Financial Statement Schedules
 3. Exhibits
 3.1
    
    Articles of Incorporation of Claires Stores, Inc.*3.2
    
    By-laws of Claires Stores, Inc.*3.3
    
    Certificate of Incorporation of Afterthoughts Merchandising Corp.*3.4
    
    By-laws of Afterthoughts Merchandising Corp.*3.5
    
    Certificate of Incorporation of BMS Distributing Corp.*3.6
    
    By-laws of BMS Distributing Corp.*3.7
    
    Certificate of Incorporation of CBI Distributing Corp.*3.8
    
    By-laws of CBI Distributing Corp.*3.9
    
    Articles of Incorporation of Claires Boutiques, Inc.*3.10
    
    By-laws of Claires Boutiques, Inc.*3.11
    
    Certificate of Incorporation of Claires Canada Corp.*3.12
    
    By-laws of Claires Canada Corp.*3.13
    
    Certificate of Incorporation of Claires Puerto Rico Corp.*3.14
    
    By-laws of Claires Puerto Rico Corp.*3.15
    
    Certificate of Incorporation of Sassy Doo!, Inc.*3.16
    
    By-laws of Sassy Doo!, Inc.*4.1
    
    Senior Notes Indenture, dated as of May 29, 2007, between Bauble Acquisition Sub, Inc. and The Bank of New York, as
Trustee*4.2
    
    Senior Toggle Notes Indenture, dated as of May 29, 2007, between Bauble Acquisition Sub, Inc. and The Bank of New York,
as Trustee*4.3
    
    Senior Subordinated Notes Indenture, dated as of May 29, 2007, between Bauble Acquisition Sub, Inc. and The Bank of New
York,
as Trustee*4.4
    
    Senior Notes Supplemental Indenture, dated as of May 29, 2007, by and among Claires Stores, Inc., the guarantors listed
on Exhibit A thereto and The Bank of New York, as Trustee, to the Senior Notes Indenture, dated as of May 29, 2007,
between Bauble Acquisition Sub, Inc. and The Bank of New York, as Trustee*4.5
    
    Senior Toggle Notes Supplemental Indenture, dated as of May 29, 2007, by and among Claires Stores, Inc., the guarantors
listed
on Exhibit A thereto and The Bank of New York, as Trustee, to the Senior Toggle Notes Indenture, dated as of May 29, 2007,
between Bauble Acquisition Sub, Inc. and The Bank of New York, as Trustee*4.6
    
    Senior Subordinated Notes Supplemental Indenture, dated as of May 29, 2007, by and among Claires Stores, Inc., the
guarantors
listed on Exhibit A thereto and The Bank of New York, as Trustee, to the Senior Subordinated Notes Indenture, dated as of
May 29, 2007, between Bauble Acquisition Sub, Inc. and The Bank of New York, as Trustee*4.7
    
    Form of 9.25% Senior Notes due 2015*4.8
    
    Form of 9.625%/10.375% Senior Toggle Notes due 2015*4.9
    
    Form of 10.50% Senior Subordinated Notes due 2017*
 19




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##### Table of Contents



4.10
    
    Senior Notes Registration Rights Agreement, dated May 29, 2007, by and among Claires Stores, Inc., the Guarantors listed
on Schedule I thereto and Bear, Stearns & Co. Inc., Credit Suisse Securities (USA) LLC, Lehman Brothers Inc., ABN AMRO
Incorporated, Mizuho Securities USA Inc. and Natexis Bleichroeder Inc.*4.11
    
    Senior Subordinated Notes Registration Rights Agreement, dated May 29, 2007, by and among Claires Stores, Inc., the
Guarantors listed on Schedule I thereto and Bear, Stearns & Co. Inc., Credit Suisse Securities (USA) LLC, Lehman Brothers
Inc., ABN AMRO Incorporated, Mizuho Securities USA Inc. and Natexis Bleichroeder Inc.*10.1
    
    Credit Agreement, dated as of May 29, 2007, among Bauble Holdings Corp., Bauble Acquisition Sub, Inc. (to be merged with
and
into Claires Stores, Inc.), as Borrower, the Lenders party thereto, Credit Suisse, as Administrative Agent, Bear Stearns
Corporate Lending Inc. and Mizuho Corporate Bank, Ltd., as Co-Syndication Agents, Lehman Commercial Paper Inc. and
LaSalle Bank National Association, as Co-Documentation Agents, and Bear, Stearns & Co. Inc., Credit Suisse Securities
(USA) LLC, and
Lehman Brothers Inc., as Joint Bookrunners and Joint Lead Arrangers*10.2
    
    Management Services Agreement, dated as of May 29, 2007, among Claires Stores, Inc., Bauble Holdings Corp. and Apollo
Management VI, L.P. and Tri-Artisan Capital Partners, LLC and TACP Investments  Claires LLC*10.3
    
    Claires Inc. Amended and Restated Stock Incentive Plan, dated June 29, 2007*10.4
    
    Standard Form of Option Grant Letter (Target Performance Option and Stretch Performance Option)*10.5
    
    Standard Form of Option Grant Letter (Target Performance Option)*10.6
    
    Standard Form of Director Option Grant Letter*10.7
    
    Employment Agreement with Eugene S. Kahn*10.8
    
    Employment Agreement with James Conroy*10.9
    
    Amendment to Employment Agreement with James Conroy**10.10
    
    Second Amendment to Employment Agreement with James Conroy+10.11
    
    Employment Agreement with Kenneth Wilson***10.12
    
    Lease Agreement, dated as of February 19, 2010, by and between AGNL Bling, L.L.C. and Claires Boutiques, Inc. ****21.1
    
    Subsidiaries of Claires Stores, Inc.*****31.1
    
    Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a)+31.2
    
    Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a)+32.1
    
    Certification of Chief Executive Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002++32.2
    
    Certification of Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002++
 20




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(*)
    
    Filed previously as an exhibit to the Registration Statement on Form S-4 (File
No. 333-148108) by the Company on December 17, 2007.(**)
    
    Filed previously as an exhibit to Form 8-K filed by the Company on April 22, 2009.(***)
    
    Filed previously as an exhibit to Form 10-K/A filed by the Company on May 27, 2009.(****)
    
    Filed previously as an exhibit to Form 8-K filed by the Company date February 25, 2010.(*****)
    
    Filed previously as an exhibit to Form 10-K filed by the Company on April 13, 2010.+
    
    Filed herewith++
    
    Furnished herewith 21




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##### Table of Contents



SIGNATURES
  CLAIRES STORES, INC.June 1, 2010
    By:
    /s/ Eugene S. KahnEugene S. Kahn, Chief Executive Officer
(principal executive officer) June 1, 2010
    By:
    /s/ J. Per BrodinJ. Per Brodin, Executive Vice President and
 Chief Financial Officer 
(principal financial and accounting officer) 22