##### 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 31, 2009
 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.)
 3 S.W. 129th Avenue, Pembroke Pines, Florida
    
    33027(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (954) 433-3900  None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART III.Item 10. Directors, Executive Officers and Corporate GovernanceBoard CompositionBoard CommitteesCode of EthicsItem 11. Executive CompensationCompensation Discussion and AnalysisFormer Named Executive OfficersCompensation Committee ReportCompensation Committee Interlocks and Insider ParticipationSummary Compensation TableGrants of Plan-Based Awards in Fiscal 2008Outstanding Equity Awards at End of Fiscal 2008Option Exercises and Stock Vested in Fiscal 2008Nonqualified Deferred CompensationPotential Payments Upon Termination or Change-In-ControlItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsManagement FeeStockholders AgreementRetail LeasePolicies and Procedures for Review of Related Party TransactionsDirector IndependenceItem 14. Principal Accountant Fees and ServicesRelationship With Our Independent Registered Public Accounting FirmFees Paid To Our Independent Registered Public Accounting FirmPART IV.Item 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-10.10EX-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
    
    
    57
    
    
    Chief Executive Officer and DirectorJames G. Conroy
    
    
    39
    
    
    President of ClairesKenny Wilson
    
    
    42
    
    
    President of Claires EuropeJ. Per Brodin
    
    
    47
    
    
    Senior Vice President and Chief Financial OfficerPeter P. Copses
    
    
    50
    
    
    Non-Executive Chairman of our Board of DirectorsRobert J. DiNicola
    
    
    60
    
    
    DirectorGeorge G. Golleher
    
    
    61
    
    
    DirectorRohit Manocha
    
    
    50
    
    
    DirectorRon Marshall
    
    
    54
    
    
    DirectorLance A. Milken
    
    
    33
    
    
    Director
 Eugene S. Kahn
 James G. Conroy
 2




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##### Table of Contents



Kenny Wilson
 J. Per Brodin
 Peter P. Copses
 Robert J. DiNicola
 George G. Golleher
 Rohit Manocha
 Ron Marshall
 Lance A. Milken
 3




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##### Table of Contents



Board Composition
  
 Board Committees
  
 Code of Ethics
  
 Item 11. Executive Compensation
 
 Compensation Discussion and Analysis
 Introduction
    4




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Compensation Philosophy and Objectives
   Components of Executive Compensation
  Base Salary.
 Bonus.
  Stock Option Awards.
  5




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Management Equity Investments.
  6




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Benefits Programs
 Retirement Plans .
 Perquisites.
 Severance Pay and Benefits upon Termination of Employment under Certain Circumstances.
 Eugene S. Kahn.
   7




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James G. Conroy.
   J. Per Brodin.
 
 Former Named Executive Officers
  8




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Compensation Committee Report
  
 
 Compensation Committee Interlocks and Insider Participation
  9




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##### Table of Contents



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
    
    
    2008
    
    
    
    1,000,000
    
    
    
    0
    
    
    
    265,625
    
    
    
    1,871,888
    
    
    
    0
    
    
    
    132,289
    (3)
    
    
    3,269,802Chief Executive Officer
    
    
    2007
    
    
    
    688,461
    
    
    
    778,994
    (4)
    
    
    260,417
    
    
    
    1,558,379
    
    
    
    0
    
    
    
    67,230
    (5)
    
    
    3,353,481James G. Conroy(6)
    
    
    2008
    
    
    
    598,846
    
    
    
    225,000
    (7)
    
    
    0
    
    
    
    643,421
    
    
    
    0
    
    
    
    77,483
    (8)
    
    
    1,544,750President
    
    
    2007
    
    
    
    83,250
    
    
    
    150,000
    (9)
    
    
    0
    
    
    
    123,636
    
    
    
    0
    
    
    
    0
    
    
    
    356,886J. Per Brodin
    
    
    2008
    
    
    
    431,538
    
    
    
    0
    
    
    
    0
    
    
    
    215,556
    
    
    
    0
    
    
    
    6,600
    (10)
    
    
    653,694Senior Vice President and Chief Financial OfficerMark Smith
    
    
    2008
    
    
    
    557,455
    
    
    
    127,250
    
    
    
    177,083
    
    
    
    962,196
    
    
    
    0
    
    
    
    32,484
    (10)
    
    
    1,856,468Former President Europe
    
    
    2007
    
    
    
    461,277
    
    
    
    469,065
    (11)
    
    
    173,611
    
    
    
    793,741
    
    
    
    0
    
    
    
    17,988
    (10)
    
    
    1,951,682Ira D. Kaplan(12)
    
    
    2008
    
    
    
    89,135
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    2,356,882
    (13)
    
    
    2,446,017Former CFO
    
    
    2007
    
    
    
    515,000
    
    
    
    0
    
    
    
    436,659
    
    
    
    297,100
    
    
    
    139,277
    
    
    
    0
    
    
    
    1,388,036Lisa LaFosse(14)
    
    
    2008
    
    
    
    138,462
    
    
    
    48,679
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    2,006,783
    (15)
    
    
    2,193,924Former President North America
    
    
    2007
    
    
    
    595,193
    
    
    
    0
    
    
    
    343,289
    
    
    
    303,883
    
    
    
    48,679
    
    
    
    0
    
    
    
    1,291,042
 
 (1)
    
    Messrs. Kahn and Smith received grants 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 SFAS No. 123(R). For a
description of the assumptions used in calculating the fair value of option awards under SFAS
No. 123(R), see Note 8 Stock Options and Stock-Based Compensation of the notes to our
consolidated financial statements included in our Fiscal 2008 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)
    
    Messrs. Kahn and Smith received grants of non-qualified stock options to purchase stock of
Parent in connection with the Merger. Messrs. Conroy and Brodin received a grant 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 SFAS No. 123(R). For a description of the assumptions used in calculating
the fair value of option awards under SFAS No. 123(R), see Note 8 Stock Options and
Stock-Based Compensation of the notes to our consolidated financial statements included in
our Fiscal 2008 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)
    
    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.(4)
    
    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.(5)
    
    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.(6)
    
    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.(7)
    
    Reflects one-time minimum guaranteed incentive bonus pursuant to Mr. Conroys employment
agreement.(8)
    
    Includes (i) relocation expenses of $66,433, and (ii) $11,050 for automobile allowance.(9)
    
    Represents one-time sign-on bonus paid to Mr. Conroy pursuant to the terms of his
employment agreement.(10)
    
    Represents automobile allowance.(11)
    
    Reflects minimum guaranteed incentive bonus pursuant to Mr. Smiths employment agreement.(12)
    
    Mr. Kaplan ceased serving as our Chief Financial Officer in February 2008.(13)
    
    Represents severance payment made to Mr. Kaplan pursuant to his employment agreement.(14)
    
    Ms. LaFosse ceased serving as our President and Chief Operating Officer of North America in
April 2008.(15)
    
    Represents severance payment made to Ms. LaFosse pursuant to her change in control
termination protection agreement entered into prior to the Merger and $2,100 automobile
allowance. 10




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Employment Arrangements with our Current Executive Officers
 Eugene S. Kahn
   James G. Conroy
   11




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J. Per Brodin
  Kenny Wilson
  12




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Grants of Plan-Based Awards in Fiscal 2008
  All OtherOption
    
    
    
    
    
    Grant DateAwards:
    
    Exercise
    
    FairEstimated Future Payouts
    
    Number of
    
    or Base
    
    Value ofUnder Equity Incentive
    
    Securities
    
    Price of
    
    Stock andPlan Awards
    
    Underlying
    
    Option
    
    OptionThreshold
    
    Target
    
    Maximum
    
    Options
    
    Awards
    
    AwardsName
    
    Grant Date
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)(1)J. Per Brodin
Time Options
    
    
    2/11/08
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    249,600Performance
Options
    
    
    2/11/08
    
    
    
    
    
    
    
    60,000
    (2)
    
    
    
    
    
    
    60,000
    
    
    
    10.00
    
    
    
    252,600
 
 (1)
    
    This column reflects the grant date fair value of equity awards in accordance with SFAS No. 123(R). For a
description of the assumptions used in calculating the fair value of option awards under
SFAS No. 123(R), see Note 8 Stock Options and Stock-Based Compensation of the notes to
our consolidated financial statements included in our Fiscal 2008 Form 10-K. The amounts
in this column do not reflect the amount of compensation actually received by the
named executive officer during Fiscal 2008.(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
2008, which is also reflected in the Estimated Future Payouts Under Equity Incentive
Bonus Plan Awards column of this table. 13




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Outstanding Equity Awards at January 31, 2009
 Option Awards
    
    Stock AwardsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market ValueSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    of SharesUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Shares or
    
    or UnitsUnexercised
    
    Unexercised
    
    
    
    
    
    
    
    
    
    Units of Stock
    
    of StockOptions
    
    Options
    
    Option
    
    
    
    
    
    That Have
    
    That HaveExercisable
    
    Unexercisable
    
    Exercise Price
    
    Option
    
    Not Vested
    
    Not VestedName
    
    (#)
    
    (#)
    
    ($)
    
    Expiration Date
    
    (#)
    
    ($)Eugene S. Kahn
Restricted Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,250
    
    
    
    560,250
    (5)Time Options(1)
    
    
    119,360
    
    
    
    358,080
    
    
    
    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)
    
    
    43,750
    
    
    
    131,250
    
    
    
    10.00
    
    
    
    12/13/2014Performance Options(2)
    
    
    
    
    
    
    175,000
    
    
    
    10.00
    
    
    
    12/13/2014Stretch Options(3)
    
    
    
    
    
    
    87,500
    
    
    
    10.00
    
    
    
    12/13/2014J. Per Brodin
Time Options(1)
    
    
    
    
    
    
    60,000
    
    
    
    10.00
    
    
    
    2/11/2015Performance Options(2)
    
    
    
    
    
    
    60,000
    
    
    
    10.00
    
    
    
    2/11/2015Mark Smith
Restricted Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,500
    
    
    
    375,000
    (5)Time Options(1)
    
    
    55,950
    
    
    
    167,850
    
    
    
    10.00
    
    
    
    5/29/2014Performance Options(2)
    
    
    
    
    
    
    223,800
    
    
    
    10.00
    
    
    
    5/29/2014Stretch Options(3)
    
    
    
    
    
    
    149,200
    
    
    
    10.00
    
    
    
    5/29/2014Management Investment
Options(4)
    
    
    112,500
    
    
    
    
    
    
    
    10.00
    
    
    
    5/29/2014
 
 (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. 14




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Option Exercises and Stock Vested in Fiscal 2008
  Stock AwardsNumber of Shares
    
    Value realized on VestingName
    
    acquired on Vesting(#)
    
    ($)(1)Eugene S. Kahn
    
    
    18,750
    
    
    
    187,500
    (1)Mark Smith
    
    
    12,500
    
    
    
    125,000
    (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
    
    
    55,000George G. Golleher
    
    
    58,000Rohit Manocha (3)
    
    
    66,000Ron Marshall
    
    
    60,000Lance 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. 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.
    
    
    59,507,500
    (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)
    
    
    394,360
    (7)
    
    
    *Rohit Manocha(3) (5)
    
    
    20,000
    (8)
    
    
    *Ron Marshall(5)
    
    
    20,000
    (8)
    
    
    *Lance Milken(3)(4)
    
    
    
    
    
    
    James G. Conroy
    
    
    43,750
    (9)
    
    
    *J. Per Brodin
    
    
    15,000
    (10)
    
    
    *Mark Smith(5)
    
    
    330,950
    (11)
    
    
    *Ira D. Kaplan
    
    
    51,000
    
    
    
    *Lisa LaFosse
    
    
    60,000
    
    
    
    *All officers and directors as a group (9 persons)
    
    
    1,175,060
    
    
    
    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 60,571,000 outstanding shares of
Claires Inc.s common stock.(3)
    
    Represents all equity interests of Claires Inc. held of record by entities managed by
Apollo Management VI, L.P. (collectively, Apollo). Apollo Management VI L.P. has the
voting and investment power over the shares held by the managed entities. Each of Messers.
Copses, and Milken, who have relationships with Apollo, disclaim beneficial ownership of
any shares of Claires Inc. that may be deemed beneficially owned by Apollo Management VI,
L.P., or any of the managed entities. The address for Apollo Management VI, L.P. is c/o
Apollo Management, L.P., 9 West 57th Street, New York, New York 10019.(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, Kaplan, Manocha, Marshall
and Smith 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 56,250 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 119,360 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 43,750 shares.
(10) Includes fully-vested option to purchase 15,000 shares.(11)
    
    Includes (i) 112,500 owned shares, (ii) 50,000 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 112,500 shares of common stock, and (iv) a fully-vested
time-vested option to purchase 55,950 shares. 16




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




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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
  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*
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4.9
    
    Form of 10.50% Senior Subordinated Notes due 2017*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 Mark Smith*10.9
    
    Employment Agreement with James Conroy*10.10
    
    Employment Agreement with Kenny Wilson **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****
 
 (*)
    
    Filed previously as exhibit to the Registration Statement on Form S-4
(File No. 333-148108) by the Company on December 17, 2007.(**)
    
    Filed herewith.(***)
    
    Filed previously as exhibit to Form 10-K by the Company on April 28, 2009.(****)
    
    Furnished herewith. 20




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SIGNATURES
  CLAIRES STORES, INC.May 27, 2009
    By:
    /s/ Eugene S. KahnEugene S. Kahn, Chief Executive Officer(principal executive officer)May 27, 2009
    By:
    /s/ J. Per BrodinJ. Per Brodin, Senior Vice President and ChiefFinancial Officer (principal financial and
accounting officer) 21