##### Table of Contents



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 29, 2011
 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
    
    60192(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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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  Explanatory Notes
     
 PART III.
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    PositionEugene S. Kahn
    
    
    61
    
    
    Chief Executive Officer and DirectorJames G. Conroy
    
    
    41
    
    
    President of Claires StoresJay K. Friedman
    
    
    59
    
    
    President of Claires North AmericaKenneth Wilson
    
    
    44
    
    
    President of Claires EuropeJ. Per Brodin
    
    
    49
    
    
    Executive Vice President and Chief Financial OfficerPeter P. Copses
    
    
    52
    
    
    Non-Executive Chairman of our Board of DirectorsRobert J. DiNicola
    
    
    62
    
    
    DirectorGeorge G. Golleher
    
    
    63
    
    
    DirectorRohit Manocha
    
    
    52
    
    
    DirectorRon Marshall
    
    
    57
    
    
    DirectorLance A. Milken
    
    
    35
    
    
    Director
 Eugene S. Kahn
 James G. Conroy
 Jay K. Friedman
 2




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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 2010 Performance Goals
 Same Store Sales
    
    
    New Store Sales
    
    
    Adjusted EBITDA
    
    
    Free Cash Flow
    
    
    Expense ControlBonus Level
    
    (%)(1)
    
    
    ($ in millions)(2)
    
    
    ($ in millions(3)
    
    
    ($ in millions)
    
    
    (% of Sales)Threshold
    
    
    2.00
    
    
    
    24
    
    
    
    245
    
    
    
    176
    
    
    
    59.1
    %Target
    
    
    4.20
    
    
    
    25
    
    
    
    261
    
    
    
    192
    
    
    
    58.4
    %Maximum
    
    
    6.40
    
    
    
    26
    
    
    
    277
    
    
    
    208
    
    
    
    57.8
    %
 
 (1)
    
    We include a store in the calculation of same store sales once it has been in operation 60
weeks after its initial opening.(2)
    
    New store sales include sales from stores open 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 2010 Bonus Table
 PotentialName
    
    Potential Threshold
    
    
    Target
    
    
    Potential Maximum
    
    
    ActualEugene S. Kahn

Chief Executive Officer
    
    $
    500,000(50
    %)
    
    $
    1,000,000(100
    %)
    
    $
    1,500,000(150
    %)
    
    $
    1,400,205James G. Conroy

President
    
    $
    332,500(50
    %)
    
    $
    665,000(100
    %)
    
    $
    997,500(150
    %)
    
    $
    931,137Kenneth Wilson

President of Claires
Europe
    
    $
    309,773(50
    %)
    
    $
    619,545(100
    %)
    
    $
    929,318(150
    %)
    
    $
    388,624J. Per Brodin

Executive Vice
President and 
Chief
Financial Officer
    
    $
    147,000(30
    %)
    
    $
    294,000(60
    %)
    
    $
    441,000(90
    %)
    
    $
    399,456
 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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Jay Friedman
  Kenneth Wilson
  J. Per Brodin.
 Compensation Committee Report
  
 10




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Summary Compensation Table
  Non-EquityStock
    
    
    Option
    
    
    Incentive Plan
    
    
    All OtherName and Principal
    
    Fiscal
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)1
    
    
    ($)
    
    
    ($)
    
    
    ($)Eugene S. Kahn
    
    
    2010
    
    
    
    1,000,000
    
    
    
    1,400,205
    (2)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    219,185
    (3)
    
    
    2,619,390Chief Executive Officer
    
    
    2009
    
    
    
    1,000,000
    
    
    
    983,650
    (2)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    142,229
    
    
    
    2,125,8792008
    
    
    
    1,000,000
    
    
    
    0
    (2)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    132,289
    
    
    
    1,132,289James G. Conroy
    
    
    2010
    
    
    
    648,750
    
    
    
    931,137
    (2)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    10,200
    (4)
    
    
    1,590,087President
    
    
    2009
    
    
    
    600,000
    
    
    
    590,190
    (2)
    
    
    0
    
    
    
    346,250
    
    
    
    0
    
    
    
    15,356
    
    
    
    1,551,7962008
    
    
    
    598,846
    
    
    
    225,000
    (5)
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    77,483
    
    
    
    901,329Jay Friedman(6)
    
    
    2010
    
    
    
    34,615
    
    
    
    150,000
    (7)
    
    
    0
    
    
    
    1,030,317
    
    
    
    0
    
    
    
    850
    (4)
    
    
    1,315,782President North AmericaKenny Wilson(8)
    
    
    2010
    
    
    
    577,613
    
    
    
    388,621
    (2)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    40,275
    (9)
    
    
    1,006,510President Europe
    
    
    2009
    
    
    
    575,108
    
    
    
    769,993
    (10)
    
    
    0
    
    
    
    972,800
    
    
    
    0
    
    
    
    165,156
    
    
    
    2,483,057J. Per Brodin
    
    
    2010
    
    
    
    477,500
    
    
    
    399,456
    (2)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    219,332
    (11)
    
    
    1,096,288Executive Vice President
    
    
    2009
    
    
    
    440,000
    
    
    
    302,714
    (2)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    6,600
    
    
    
    749,314and Chief Financial Officer
    
    
    2008
    
    
    
    431,538
    
    
    
    0
    (2)
    
    
    0
    
    
    
    502,200
    
    
    
    0
    
    
    
    6,600
    
    
    
    940,338
 
 (1)
    
    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 in
accordance with ASC Topic 718, - 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 9-Stock Options and Stock-Based Compensation of the
Notes to our Consolidated Financial Statements included in our Fiscal 2010 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)
    
    Represents bonus paid in accordance with the annual numeric performance goals
established by our Compensation Committee. See Components of Executive Compensation, Bonus.(3)
    
    Includes (i) $198,330 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) $10,655 for life insurance reimbursement.(4)
    
    Represents automobile allowance.(5)
    
    Represents one-time minimum guaranteed incentive bonus pursuant to Mr. Conroys
employment agreement.(6)
    
    Mr. Friedman became an executive officer on January 3, 2011 and the information
included in the table reflects his compensation from that date until our fiscal year end.(7)
    
    Represents one-time sign on bonus paid to Mr. Friedman pursuant to the terms of his
employment agreement.(8)
    
    Represents amounts in British pounds converted to U.S. dollars at applicable average
exchange rates.(9)
    
    Includes (i) automobile allowance of $26,158, and (ii) medical insurance expenses of
$14,118.(10)
    
    Includes (i) one-time sign-on bonus of $219,139 pursuant to Mr. Wilsons employment
agreement.(11)
    
    Includes (i) relocation expenses of $212,732 and (ii) $6,600 for automobile
allowance. 11




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




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Jay Friedman
  Kenneth Wilson
  J. Per Brodin
  13




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Grants of Plan-Based Awards in Fiscal 2010
  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)Jay Friedman
Time Options
    
    
    1/3/11
    
    
    
    
    
    
    
    160,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    583,117Performance Options
    
    
    1/3/11
    
    
    
    
    
    
    
    160,000
    
    
    
    
    
    
    
    160,000
    
    
    
    10.00
    
    
    
    447,200
 
 (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 9 Stock Options and Stock-Based Compensation
of the Notes to our Consolidated Financial Statements included in our Fiscal 2010 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
2011, which is also reflected in the Estimated Future Payouts Under Equity Incentive Plan
Awards column of this table. Outstanding Equity Awards at End of Fiscal 2010
  Outstanding Equity Awards at January 29, 2011
 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,750
    
    
    
    187,500
    (1)Time Options(2)
    
    
    358,080
    
    
    
    119,360
    
    
    
    10.00
    
    
    
    5/29/2014Performance Options(3)
    
    
    
    
    
    
    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(2)
    
    
    143,750
    
    
    
    81,250
    
    
    
    10.00
    
    
    
    (5)Performance Options(3)
    
    
    
    
    
    
    225,000
    
    
    
    10.00
    
    
    
    (6)Stretch Options(3)
    
    
    
    
    
    
    112,500
    
    
    
    10.00
    
    
    
    (7)Jay Friedman
Time Options(2)
    
    
    
    
    
    
    160,000
    
    
    
    10.00
    
    
    
    1/3/2018Performance Options(3)
    
    
    
    
    
    
    160,000
    
    
    
    10.00
    
    
    
    1/3/2018Kenneth Wilson
Time Options(2)
    
    
    80,000
    
    
    
    80,000
    
    
    
    10.00
    
    
    
    1/18/2016Performance
Options(3)
    
    
    
    
    
    
    160,000
    
    
    
    10.00
    
    
    
    1/18/2016Stretch Options(3)
    
    
    
    
    
    
    80,000
    
    
    
    10.00
    
    
    
    1/18/2016J. Per Brodin
Time Options(2)
    
    
    30,000
    
    
    
    30,000
    
    
    
    10.00
    
    
    
    2/11/2015Performance Options(3)
    
    
    
    
    
    
    60,000
    
    
    
    10.00
    
    
    
    2/11/2015
 14




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(1)
    
    Valued at $10.00 per share.(2)
    
    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.(3)
    
    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. 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. Prior to
an initial public offering, 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 an 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 (1)
8.5 times Parents EBITDA for the four fiscal quarters ending on the Measurement Date,
plus (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.
In May 2011, subsequent to the end of Fiscal 2010, the terms of the outstanding target
performance options and certain of the outstanding stretch performance options were
amended to include an additional vesting criteria applicable through the end of the
Companys Fiscal 2012. See Compensation Discussion and Analysis  Components of
Executive Compensation  Stock Option Awards.(4)
    
    The management investment options are fully-vested.(5)
    
    Unexercisable time options include: (i) 43,750 options expiring 12/13/2014, and
(ii) 37,500 options expiring 4/16/2016.(6)
    
    Unexercisable performance options include: (i) 175,000 options expiring
12/13/2014, and (ii) 50,000 options expiring 4/16/2016.(7)
    
    Unexercisable stretch options include: (i) 87,500 options expiring 12/13/2014,
and (ii) 25,000 options expiring 4/16/2016. 15




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Option Exercises and Stock Vested in Fiscal 2010
 None of our named executive officers exercised any options during Fiscal 2010. The
following table sets forth information with respect to restricted stock held by our named
executive officers that vested during Fiscal 2010.
 Stock AwardsNumber of Shares acquired
    
    
    Value realized on VestingName
    
    on Vesting (#)
    
    
    ($)Eugene S. Kahn
    
    
    18,750
    
    
    
    187,500(1)
 
 (1)
    
    Valued at $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
    
    
    58,000Rohit Manocha (3)
    
    
    67,000Ron Marshall
    
    
    61,000Lance A. Milken(2)
    
    
    67,000
 
 (1)
    
    Includes annual retainer fees and committee fees.(2)
    
    Fees paid to Apollo Management.(3)
    
    Fees paid to Tri-Artisan Capital. 16




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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)(2)Apollo Management VI, L.P.
    
    
    59,467,500
    (3)
    
    
    98.1Peter P. Copses(3)(4)
    
    
    
    
    
    
    Lance A. Milken(3)(4)
    
    
    
    
    
    
    Robert J. DiNicola(5)
    
    
    120,000
    (6)
    
    
    *George G. Golleher(5)
    
    
    120,000
    (6)
    
    
    *Rohit Manocha(3) (5)
    
    
    20,000
    (7)
    
    
    *Ron Marshall(5)
    
    
    20,000
    (7)
    
    
    *Eugene S. Kahn(5)
    
    
    633,080
    (8)
    
    
    1.0James G. Conroy
    
    
    143,750
    (9)
    
    
    *Kenneth Wilson
    
    
    80,000
    (10)
    
    
    *J. Per Brodin
    
    
    30,000
    (11)
    
    
    *All officers and directors as a group (10 persons)
    
    
    1,166,830
    
    
    
    1.9
 
 *
    
    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 60,592,500 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), and 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 Brodin 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 a fully-vested option to purchase 20,000 shares of common stock held by
Tri-Artisan, an entity affiliated with Mr. Manocha.(8)
    
    Includes (i) 100,000 owned shares, (ii) 75,000 restricted shares of common stock, of
which 18,780 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 358,080 shares.(9)
    
    Includes fully-vested option to purchase 143,750 shares.(10)
    
    Includes fully-vested option to purchase 80,000 shares.(11)
    
    Includes fully-vested option to purchase 30,000 shares. 17




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Item 13. Certain Relationships and Related Transactions, and Director Independence
 Management Fee
  Stockholders Agreement
  Retail Design Fees
  Senior Secured Second Lien Note Offering
  Policies and Procedures for Review of Related Party Transactions
  Director Independence
  18




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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
  Pre-Approval Policies and Procedures
  19




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PART IV.
 
 Item 15. Exhibits, Financial Statement Schedules
 3.
    
    Exhibits
 3.1
    
    Articles of Incorporation of Claires Stores, Inc.(1)3.2
    
    By-laws of Claires Stores, Inc.(1)3.3
    
    Certificate of Incorporation of BMS Distributing Corp.(1)3.4
    
    By-laws of BMS Distributing Corp.(1)3.5
    
    Certificate of Incorporation of CBI Distributing Corp.(1)3.6
    
    By-laws of CBI Distributing Corp.(1)3.7
    
    Articles of Incorporation of Claires Boutiques, Inc.(1)3.8
    
    By-laws of Claires Boutiques, Inc.(1)3.9
    
    Certificate of Incorporation of Claires Canada Corp.(1)3.10
    
    By-laws of Claires Canada Corp.(1)3.11
    
    Certificate of Incorporation of Claires Puerto Rico Corp.(1)3.12
    
    By-laws of Claires Puerto Rico Corp.(1)4.1
    
    Senior Notes Indenture, dated as of May 29, 2007, between Bauble Acquisition Sub, Inc. and The Bank of New York, as
Trustee(1)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(1)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(1)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(1)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(1)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(1)4.7
    
    Form of 9.25% Senior Notes due 2015(1)4.8
    
    Form of 9.625%/10.375% Senior Toggle Notes due 2015(1)4.9
    
    Form of 10.50% Senior Subordinated Notes due 2017(1)4.10
    
    Indenture, dated as of March 4, 2011, by and between Claires Escrow Corporation and The Bank of New York Mellon Trust
Company, N.A., as Trustee and Collateral Agent (8)
 20




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##### Table of Contents



4.11
    
    Supplemental Indenture, dated as of March 4, 2011, by and between Claires Stores, Inc., the Guarantors and The Bank of
New York Mellon Trust Company, N.A., as Trustee and Collateral Agent (8)4.12
    
    Form of 8.875% Senior Secured Second Lien Notes due 2019 (included in the Indenture filed as Exhibit 4.10 hereto) (8)4.13
    
    Registration Rights Agreement, dated as of March 4, 2011, by and between Claires Stores, Inc., Claires Escrow
Corporation, the Guarantors and the Representatives (8)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(1)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(1)10.3
    
    Claires Inc. Amended and Restated Stock Incentive Plan, dated June 29, 2007(1)10.4
    
    1st Amendment to Claires Inc. Amended and Restated Stock Incentive Plan (2)10.5
    
    Standard Form of Option Grant Letter (Target Performance Option and Stretch Performance Option) (1)10.6
    
    Standard Form of Option Grant Letter (Target Performance Option) (1)10.7
    
    Standard Form of Director Option Grant Letter (1)10.8
    
    Standard Form of Co-Investment Letter (9)10.9
    
    Employment Agreement with Eugene S. Kahn (1)10.10
    
    Employment Agreement with James Conroy (1)10.11
    
    Amendment to Employment Agreement with James Conroy (3)10.12
    
    2nd Amendment to Employment Agreement with James Conroy (7)10.13
    
    Employment Agreement with Kenny Wilson (4)10.14
    
    Lease Agreement, dated as of February 19, 2010, by and between AGNL Bling, L.L.C. and Claires Boutiques, Inc. (6)10.15
    
    Guarantee and Collateral Agreement, dated and effective as of May 29, 2007, among Bauble Holding Corp., Bauble
Acquisition Sub, Inc., and Credit Suisse, dated as of May 29, 2007 (5)10.16
    
    Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of May 29, 2007 (5)10.17
    
    Employment Agreement with Jay Friedman (9)10.18
    
    Collateral Agreement, dated March 4, 2011, by and among Claires Stores, Inc., Claires Inc., the Guarantors and The Bank
of New York Mellon Trust Company, N.A., as Collateral Agent (8)10.19
    
    Intercreditor Agreement, dated as of March 4, 2011, by and among Claires Stores, Inc., Claires Inc., the Guarantors,
The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent and Credit Suisse AG, Cayman Islands
Branch (f/k/a/ Credit Suisse, Cayman Island Branch), as Credit Agreement Agent (8)10.20
    
    Second Lien Trademark Security Agreement, dated as of March 4, 2011, by and between CBI Distributing Corp. and The Bank
of New York Mellon Trust Company, N.A., as Collateral Agent (8)
 21




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##### Table of Contents



10.21
    
    Claires Inc. Amended and Restated Stock Incentive Plan, dated May 20, 2011 (10)10.22
    
    Form of Option Grant Letter under Claires Inc. Amended and Restated Stock Incentive Plan (10)21.1
    
    Subsidiaries of Claires Stores, Inc. (9)24
    
    Power of Attorney (included on signature page of the originally filed Form 10-K) (9)31.1
    
    Certification of Chief Executive
Officer pursuant to Rules 13a-14(a) and 15d-14(a) (11)31.2
    
    Certification of Chief Financial
Officer pursuant to Rules 13a-14(a) and 15d-14(a) (11)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 (12)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 (12)
 
 (1)
    
    Filed previously as an exhibit to the Registration Statement on Form S-4 (File No.
333-148108) by the Company on December 17, 2007.(2)
    
    Filed previously as an exhibit to Form 8-K filed by the Company on September 12, 2008.(3)
    
    Filed previously as an exhibit to Form 8-K by the Company on April 22, 2009.(4)
    
    Filed previously as an exhibit to Form 10-K/A by the Company on May 27, 2009.(5)
    
    Filed previously as an exhibit to Form 10-Q on December 8, 2009.(6)
    
    Filed previously as exhibit to Form 8-K on February 25, 2010.(7)
    
    Filed previously as exhibit to Form 10-K/A on June 1, 2010.(8)
    
    Filed previously as exhibit to Form 8-K by the Company on March 9, 2011.(9)
    
    Filed previously as exhibit to Form 10-K by the Company on April 21, 2011.(10)
    
    Filed previously as exhibit to Form 8-K by the Company on May 20, 2011.(11)
    
    Filed herewith.(12)
    
    Furnished herewith. 22




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##### Table of Contents



SIGNATURES
  CLAIRES STORES, INC.May 20, 2011
    By:
    /s/ Eugene S. KahnEugene S. Kahn, Chief Executive Officer(principal executive officer)May 20, 2011
    By:
    /s/ J. Per BrodinJ. Per Brodin, Executive Vice President and Chief Financial Officer (principalfinancial and accounting officer) 23