** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

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**FORM 10-K/A**

 

**FOR ANNUAL ANDTRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**(MARK ONE)**
| **x**           | ** ** | **AMENDMENT  NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR****15(d) ****OF THE SECURITIES  EXCHANGE ACT OF 1934** |
|-----------------|------------|--------------------------------------------------------------------------------------------------------------------------------|
| ** **      | ** ** | ** **                                                                                                                     |
|            |       | **FOR THE FISCAL YEAR ENDED DECEMBER 27, 2008**                                                                                |
|            |       | ** **                                                                                                                     |
| ** **      | ** ** | **OR**                                                                                                                         |
| ** **      | ** ** | ** **                                                                                                                     |
| **o**** ** | ** ** | **TRANSITION REPORT PURSUANT  TO SECTION 13 OR 1**5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE  REQUIRED)     |

** **

#### **Commission file number 0-10345**

#### ** **

**CACHE,INC.**

(Exact name ofregistrant as specified in its charter)

 

| **Florida**                               | ** ** | **59-1588181**                     |
|-------------------------------------------|------------|------------------------------------|
| (State  or other jurisdiction of          |       | (IRS  Employer Identification No.) |
| incorporation or  organization)           |       |                               |
|                                      |       |                               |
| **1440 Broadway, New York, New York**     |       | **10018**                          |
| (Address of principal executive  offices) | ** ** | (Zip Code)                         |

 

Registrant’s telephone number, including area code:   **(212)575-3200**

 

Securities registeredpursuant to Section 12(b) of the Act: **none**

 

Securitiesregistered pursuant to Section 12(g) of the Act:

#### ** **

#### **Common Stock $.01 par value**

(Title of Class)

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes o No x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o No x

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tofiling requirements for the past 90 days. Yes x   Noo

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes o   Noo

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof the registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check mark whether the registrant isa large accelerated filer, an accelerated filer, a non-accelerated filer or asmaller reporting company.

 
| Large Accelerated Filer o |   | Accelerated Filer x |   | Non-Accelerated Filer o |   | Smaller Reporting Company o |
|---------------------------|--------|---------------------|--------|-------------------------|--------|-----------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).  Yes o   Nox

 

Theaggregate market value of voting stock held by non-affiliates of the registrantwas approximately $130 million as of June 28, 2008, the last business dayof the registrant’s most recently completed second fiscal quarter, based uponthe closing sale price of $11.39 of the registrant’s Common Stock as reportedon The Nasdaq Stock Market on such date. Shares of Common Stock held by eachexecutive officer and director and by each person who owns 10% or more of theoutstanding Common Stock have been excluded in that such persons may be deemedto be affiliates. This determination of affiliate status is not necessarilyconclusive for other purposes.

 

**As of April 24, 2009, 12,727,837 common shareswere outstanding.**

 

 

 

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**Explanatory Note**

 

This amendment to theCompany’s 10-K for the fiscal year ended December 27, 2008 (“Fiscal 2008”)contains information previously omitted from the Company’s Fiscal 2008 Form 10-Kpursuant to General Instruction G(3) to Form 10-K and is being filedpursuant to that instruction.

 

**Part III.**

 

**ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT**

 

The following tablelists certain information regarding the executive officers and Directors of theCompany:

 
| **Name**             | ** ** | **Position and Offices**                               |
|----------------------|------------|------------------------------------------------------------------|
| Thomas  E. Reinckens |       | Chief  Executive Officer and Chairman of the Board of Directors  |
| Margaret  J. Feeney  |       | Chief  Financial Officer and Executive Vice President            |
| Adrienne  Kantor     |       | Executive  Vice President, Design and Merchandising              |
| Robert  Kantor       |       | Executive  Vice President, Manufacturing and Product Development |
| Gene  G. Gage        |       | Director  (1), (2), (3)                                          |
| Arthur  S. Mintz     |       | Director  (1), (2), (3)                                          |
| Andrew  M. Saul      |       | Director  (2), (3)                                               |
| Morton  J. Schrader  |       | Director  (1), (2), (3)                                          |

 

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(1)          Memberof the Audit Committee.

 

(2)          Memberof the Compensation and Plan Administration Committee.

 

(3)          Memberof the Nominating and Corporate Governance Committee.

 

**Thomas E. Reinckens,**age 55.  Mr. Reinckens has served asChairman and Chief Executive Officer since January 2008. Prior that that,he served as President and Chief Operating Officer from 2000. Mr. Reinckensjoined our Company in 1987 and has held various positions throughout histenure, also serving as Chief Financial Officer from 1989 to 2000 and asExecutive Vice President from 1995 to 2000. Mr. Reinckens previouslyserved as a director of Cache from 1993 until October 2004.

 

**Margaret J. Feeney,**age51.  Ms. Feeney has served asExecutive Vice President, Finance and Chief Financial Officer since May 2005.Prior to that, Ms. Feeney was promoted to Vice President, Finance in 2001and has served in a variety of financial and operational capacities with ussince 1992.

 

**Adrienne Kantor,** age50. Ms. Kantor has served as Executive Vice President, Design andMerchandising since July 2007. Prior to joining us, Ms. Kantor servedas the President of Adrienne Victoria Designs, Inc., an apparel manufacturingand distribution company, from 1996 to July 2007.

 

**Robert Kantor,** age56. Mr. Kantor has served as Executive Vice President, Manufacturing andProduct Development since July 2007. Prior to joining us, Mr. Kantorserved as the Vice President of Adrienne Victoria Designs, Inc., an apparelmanufacturing and distribution company, from 1996 to July 2007.

 

**Gene G. Gage,** age60.  Mr. Gage has served as one ofour directors since September 2004. Since 2002, Mr. Gage has servedas the President and Chief Operating Officer of Gage Associates, LLC, a firmwhich provides financial planning and related services to individuals andbusinesses. From 2000 to 2002, Mr. Gage served as Chief Executive Officerand as the director of ICDL-US, LLC, a company providing computer literacytraining skills for desktop software applications. He is a certified publicaccountant, as well as a certified financial planner.

 

2

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**Arthur S. Mintz**, age64. Mr. Mintz has served as one of our directors since 2002. Mr. Mintzserved as the President of Bees and Jam, Inc., an apparel manufacturer,from 1971 until 2006. Since April 2007, Mr. Mintz has been active asa consultant in the retail apparel industry.

 

**Andrew M. Saul**, age62. Mr. Saul has served as one of our directors since 1986.  Mr. Saul served as the Chairman of ourBoard from 1993 to 2000. Since 1986, Mr. Saul has been a partner in SaulPartners, an investment partnership.

 

**Morton J. Schrader**,age 77. Mr. Schrader has served as one of our directors since 1989. Mr. Schraderwas the President of Abe Schrader Corp., a manufacturer of women’s apparel from1968 until 1989. Since 1989, Mr. Schrader has been active as a real estatebroker and is a principal of PBS Realty Advisors.

 

#### **COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS**

#### ** **

During Fiscal2008, the Board of Directors held seven meetings. Each then-current Directorattended all of such Board meetings, except (i) the May 7, 2008,which Mr. Gage and Mr. Saul were unable to attend, and (ii) the December 16,2008 meeting, which Mr. Saul and Mr.Reinckens were unable to attend.

 

The Board ofDirectors has an Audit Committee, a Compensation and Plan AdministrationCommittee and a Nominating and Governance Committee. The Audit Committeecurrently consists of Messrs. Arthur Mintz, Morton Schrader and Gene Gage.The Audit Committee held seven meetings in Fiscal 2008. Each member of theCommittee attended all such Committee meetings, except (i) the May 7,2008 and the July 23, 2008 meetings, which Mr. Gage was unable toattend, and (ii) the October 23, 2008 meeting, which Mr. Mintzwas unable to attend.

 

The duties ofthe Audit Committee include meeting with the independent accountants andcertain personnel of the Company to discuss the planned scope of theirexaminations and the adequacy of internal controls and financial reporting,reviewing the results of the annual examination of the financial statements andperiodic internal audit examinations, reviewing the services and fees of theCompany’s independent accountants, authorizing special investigations andstudies and performing any other duties or functions deemed appropriate by theBoard of Directors. The Board of Directors has determined that Gene Gage isqualified to serve as the Audit Committee’s financial expert and Chairman. Mr. Gageis independent, as such term is used in Item 7(d)(3)(iv) of Schedule 14Aunder the Exchange Act.

 

TheCompensation and Plan Administration Committee (the “Compensation Committee”)administers the Company’s stock option plans, determines the remunerationarrangements for the most senior executive officers and reviews and approvesthe remuneration arrangements for the Company’s other executive officers. Itcurrently consists of Messrs. Andrew Saul, Arthur Mintz, Morton Schraderand Gene Gage. The Compensation Committee held three meetings in Fiscal 2008.Each member of the Committee attended all of the meetings, except the December 16,2008 meeting, which Mr. Saul was unable to attend.

 

The Nominating and Governance Committee currently consists of Messrs. AndrewSaul, Gene Gage, Arthur Mintz and Morton Schrader. The Nominating andGovernance Committee is responsible for identifying, evaluating andrecommending director nominees to the Board of Directors.  The Nominating and Governance Committee heldtwo meetings in Fiscal 2008. Each member of the Committee attended both of themeetings.

 

The Nominatingand Governance Committee will consider candidates for the Board from anyreasonable source, including stockholder recommendations. The Nominating andGovernance Committee does not evaluate candidates differently based on who hasmade the proposal. Stockholders who wish to suggest qualified candidates shouldwrite to the Secretary, at the Company’s headquarters’ address. Theserecommendations should include detailed biographical information concerning thenominee, his or her qualifications to be a member of the Board and adescription of any relationship the nominee has to other stockholders of theCompany. A written statement from the candidate consenting to be named as acandidate and, if nominated and elected, to serve as a director shouldaccompany any such recommendation. Stockholders who wish to nominate a directorfor election at an annual meeting of stockholders of the Company must complywith the Company’s By-Laws regarding stockholder proposals and nominations.

 

3

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While theNominating and Governance Committee does not have minimum qualification requirementsfor candidates, it does assess whether candidates have good business judgment,high ethical standards, substantial experience in the Company’s line ofbusiness or other applicable fields and the ability to prepare for and attendBoard meetings, committee meetings and stockholder meetings. The Nominating andGovernance Committee also considers whether candidates are independent andpossess leadership qualities.

 

The Board ofDirectors has adopted written charters for its committees.  Each charter is available on our website athttp://www.cache.com or in print to any stockholder who requests it by sendinga written communication to the Secretary, Cache, Inc., 1440 Broadway, NewYork, NY 10018.

 

# **Code of Ethics**

# ** **

The Company has adopted a Code of Ethics that applies to all of theCompany’s directors, officers and employees. The Code of Ethics is available on our website athttp://www.cache.com.  Our Code of Ethicsalso is available in print to any stockholder who requests it bysending a written communication to the Secretary, Cache, Inc., 1440Broadway, New York, NY 10018.

** **

**We willdisclose any amendment, other than technical, administrative or non-substantiveamendments, or waiver of our Code of Ethics granted to a director or executiveofficer by filing a Form 8-K disclosing the amendment or waiver withinfour business days after its occurrence.**

** **

**ITEM 11. EXECUTIVE COMPENSATION**

 

**COMPENSATION DISCUSSION AND ANALYSIS**

 

**Overview; Principal Objectives DrivingCompensation Practices**

 

Ourcompensation philosophy, reflected in our compensation practices for Fiscal2008, was developed to drive the achievement of our two key businessobjectives: consistent sales growth and consistent net income growth.

 

We design ourcompensation programs so that if targeted objectives are achieved, totalcompensation to the named executive officer will increase. “Total compensation”includes the sum of base salary, short-term cash incentive compensation andequity incentive compensation. Recognizing the importance of implementing pay-for-performancepractices, we have historically structured our compensation programs so that ifthe Company’s performance exceeds target levels, total compensation to thenamed executive officer may increase. If the Company, however, fails to achieveits targeted objectives, total compensation will not increase. We may settarget compensation on an ad hoc basis, when we believe that it is important toattract or retain key executive officers.

 

We use bothequity and cash in our incentive-based compensation. We designed our short-termincentive compensation to reward named executive officers for the Company’sachievement of annual goals and our long-term incentive compensation to rewardthem based on longer term corporate performance. Our short-term incentivecompensation is paid in cash and our long-term incentive compensation isprimarily comprised of equity components. The Compensation Committee reviewsannually the allocation between the short- and long-term and cash and equityelements of compensation and determines the distribution based on the Company’scurrent business goals and competitive market practices.

 

Our ChiefExecutive Officer, our Executive Vice President of Design and Merchandising andour Executive Vice President of Manufacturing and Product Development each havean employment agreement with the Company, each of which is described below. Weoffer minimal perquisites to our named executive officers. Our named executiveofficers participate in a broad-based, tax-qualified pension plan on terms thatdo not favor such executives, and the Company does not offer any supplementalretirement plans to its named executive officers.

 

4

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**Processes for Determining Compensation forour Named Executive Officers**

*** ***

***Participation of Compensation Consultant andManagement***

*** ***

During Fiscal 2008, the Compensation Committee reviewed thecompensation practices and programs relating to our named executive officers toensure that their design continued to drive the attainment of the Company’s keybusiness objectives. As part of this process, the Compensation Committee hiredDeloitte Consulting LLP (“Deloitte Consulting”) to provide the Committee withinformation regarding industry compensation practices and developments andcomparative data necessary to evaluate executive compensation.

 

Based onan analysis of peer group executive compensation practices, Deloitte Consulting recommended to theCompensation Committee certain increases in executive compensation.  Thepeer group consisted of Bebe, Big Dog, Christopher and Banks, CitiTrends, DebShops, Delias, Joseph A. Banks, Kenneth Cole, Mothers Work, United RetailGroup, Wet Seal and Zumiez.  The Compensation Committee determined not toadopt these increases in light of economic and market events.

 

Management regularly meets with the Compensation Committee to assistthe Committee in making compensation decisions regarding our named executiveofficers. We believe that, since our management has extensive knowledgeregarding our business, they are in a position to provide valuable input. Forexample, our Chief Financial Officer provides input relevant to settingperformance goals and has in the past certified to the Compensation Committeethe level of achievement of our performance targets under our ManagementPerformance Compensation Plan (the “Performance Compensation Plan”). Our ChiefExecutive Officer makes recommendations to the Compensation Committee regardingthe compensation of his direct reports.

 

***Evaluation of Compensation Levels***

*** ***

Ourprocess for setting named executive officer compensation consists of theCompensation Committee establishing overall compensation targets for each namedexecutive officer and allocating that compensation between base salary andannual bonus compensation.  Aspart of the Compensation Committee’s annual evaluation of compensation of ournamed executive officers, the Committee reviews each component of the namedexecutive officer’s compensation. The specific elements of compensationconsidered by the Compensation Committee include:

 
| · |   | base salary;                                                                                                                     |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                             |
| · |   | annual cash incentive awards and any other bonuses, if applicable;                                                               |
|   |   |                                                                                                                             |
| · |   | equity and long-term cash incentive compensation;                                                                                |
|   |   |                                                                                                                             |
| · |   | amounts realized or realizable upon the vesting of restricted stock  and exercise of stock options;                              |
|   |   |                                                                                                                             |
| · |   | the value of the Company’s unvested restricted stock and  unexercisable stock options held by such named executive officer; |
|   |   |                                                                                                                             |
| · |   | perquisites and other personal benefits;                                                                                         |
|   |   |                                                                                                                             |
| · |   | potential payments upon various termination scenarios, including a change  in control; and                                       |
|   |   |                                                                                                                             |
| · |   | any earnings under the Company’s deferred compensation and pension  plans, if the executive participates.                   |

 

Indetermining compensation, the Compensation Committee also reviews the namedexecutive officer’s performance against company values, including integrity,results, teamwork, communication, judgment and personal growth.

 

**Approval of New Employment Agreement forChief Executive Officer**

 

On February 24, 2009, the Company entered into a new three yearemployment agreement with Thomas E. Reinckens, the Company’s Chief ExecutiveOfficer.  Mr. Reinckens’ prior threeyear employment agreement expired on 

 

5

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February 8, 2009.  The Compensation Committee determined that itwas advisable to enter into a new employment agreement with Mr. Reinckensin order to better ensure that he remained in the Company’s employment and thathe continued to be incentivized to achieve the Company’s key businessobjectives.

 

Mr. Reinckens new employment agreement is substantially similar tohis prior agreement, and that agreement formed the basis for the terms of thenew agreement.  Mr. Reinckens’annual salary increased to $600,000 in January 2008, from  $530,000, when he became Chief ExecutiveOfficer.  The Compensation Committeebased Mr. Reinckens’ salary level on the salary of his predecessor and thenature of his new duties.  In November 2008,Mr. Reinckens voluntarily lowered his annual base salary to $570,000, dueto the impact of macro-economic conditions on the Company’s performance; hecontinues to be compensated at this level.

 

The Compensation Committee required that Mr. Reinckens’ newemployment agreement include a provision enabling the Company to recoup anydiscretionary bonuses paid in respect of a year in which the Company restatesits audited financial statements due to a material error or fraud that resultsin a material misstatement of the financials. The Compensation Committee believed that Mr. Reinckens should notpersonally profit if a restatement adversely affects share value.  The Compensation Committee believed that thisprovision should be included as a best practice; it was not added in responseto a particular concern or historical issue.

 

**Payments to Former Chief Executive Officer**

 

Mr. Woolf ceased to be a named executive officer on January 24,2008, at which time he resigned as an employee of the Company.  Mr. Woolf had been party to anemployment agreement with the Company. In connection with his resignation, the Company entered into asettlement agreement with Mr. Woolf, pursuant to which he was paid a lumpsum of $604.000.  The payments under theSettlement Agreement were less than what Mr. Woolf would have beenentitled to receive in connection with a termination without cause.

 

##### **BaseSalaries**

##### ** **

We have established anannual base salary for each named executive officer that is designed to becompetitive by position relative to the marketplace. Base salary compensateseach named executive officer for the primary responsibilities of his or herposition. Base salary is set at levels that we believe enable us to attract andretain talent. For those named executive officers that have employmentagreements, base salary may be increased periodically but may not be decreasedwithout the employee’s consent.  Basesalary differences among individual named executive officers reflect theirdiffering roles in our company and the market pay for those roles.

 

##### **Mr. Reinckens’ and Ms. Feeney’s Fiscal 2008 base salary wasincreased over Fiscal 2007 levels due to their increasedresponsibilities..  Mr. and Mrs. Kantor’sFiscal 2008 base salaries were as provided for in their employment agreementsentered into during Fiscal 2007. Beginning on November 25, 2008, Mr. Reinckens and Ms. Feeney**voluntarily lowered theirrespective annual base salaries to $570,000 and $294,500, respectively, due tothe impact of macro-economic conditions on the Company’s performance; bothcontinue to be compensated at these levels.

##### ** **

##### **IncentiveCompensation Programs**

##### ** **

***Short-Term CashIncentive Compensation***

 

We provide our named executive officers with the opportunity to earnshort-term incentive compensation in the form of an annual cash bonus under thePerformance Compensation Plan.  Prior toFiscal 2008, the Compensation Committee based bonuses under the PerformanceCompensation Plan upon a corporate net income target for overall corporateperformance.  The Compensation Committeedetermined not to set targets in Fiscal 2008 due to economic conditionsaffecting both the  Company and ourindustry generally.

 

The Compensation Committee has the discretion to approve bonusesoutside of the Performance Compensation Plan. However, no discretionary bonuses were paid in Fiscal 2008, with theexception of a hiring bonus for one officer.

 

6

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The Compensation Committee has not yet established performance targetsin respect of Fiscal 2009 due to the current economic environment.

 

***Long-Term Equity Incentive Compensation***

*** ***

In addition to cash incentive compensation, the Compensation Committeealso awards equity grants. The Company believes that equity awards furtheralign named executive officers’ interests with those of stockholders and focusmanagement on building long-term stockholder value.

 

We generally have made equity grants toour named executive officers at the time of their hire and we review theirequity compensation annually. We also make grants at other times when requiredfor new hires, promotions and other business reasons. In determining the timingof equity grants, the Committee only considers valid business purposes and doesnot take into account fluctuations in the price of the Company’s common stock.

 

New incentive or non-qualified stock options totaling 15,000 optionswere granted in Fiscal 2008.  No grantswere made to our named executive officers, based on the impact of the economic downturn on the Company’s resultsand because the CompensationCommittee is in the process of reviewing the Company’s equity compensationstrategies.

 

The grant dateof an equity award is determined as described below:

 
| · |   | if the award was approved at a special meeting of the Compensation  Committee, the date of that meeting; and                                                                                   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                           |
| · |   | if the award was made by the Chief Executive Officer under authority  delegated to him by the Compensation Committee, the date that he signs a  writing containing the key terms of the grant. |

 

Notwithstanding the foregoing, if the award wasmade in connection with a new hire, the grant date is the start date ofemployment of such person.

 

The exercise price for stock options is the fair market value of theCompany’s common stock on the grant date, which is set as the closing price pershare of the common stock on The Nasdaq Stock Market for the trading dayimmediately preceding the grant date. As a result, options do not have anyintrinsic value to the executive unless the market price of the common stockrises.

 

**Compliance with Section 162(m) ofthe Internal Revenue Code**

 

Section 162(m) of the Code generally disallows deductions topublicly traded companies for compensation paid to its named executive officersin excess of $1.0 million in a taxable year, with certain exceptions forqualified “performance-based compensation.” The Company considers the potentialnon-deductibility of certain compensation in making its compensationdecisions.  For those types of compensationthat can qualify as performance-based compensation, the Company attempts tomeet the qualification requirements.

 

**Compensation Committee Report**

 

The Compensation Committeeof the Board of Directors has reviewed and discussed with management the informationcontained in this Compensation Discussion and Analysis and, based on its reviewand discussion, the Compensation Committee has recommended to the Board thatthe Compensation Discussion and Analysis be included in the Annual Report on Form 10-K.

 

Compensationand Plan Administration Committee of the Board of Directors:

 

 

ArthurS. Mintz

GeneGageAndrew M. SaulMorton J. Schrader

 

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** **

**SUMMARY COMPENSATION TABLE**

 

The table below setsforth the total compensation paid to or earned during Fiscal 2008, 2007 and2006 by (i) the Company’s current and former Chief Executive Officer, (ii) theCompany’s Chief Financial Officer and (iii) the Company’s executiveofficers other than the Chief Executive Officer and Chief Financial Officer whowere serving as executive officers as of the end of Fiscal 2008.

 
| **Name and  Principal Position**                                                   | ** ** | **Year**   | ** ** | **Salary  ($)**   | ** ** | **Bonus  ($)**  | ** ** | **Option  Awards  ($) (1)** | ** ** | **All  Other  Compensation  ($) (2)** | ** ** | **Total  ($)**        | ** ** |
|-----------------------------------------------------------------------------------------|------------|------------|------------|-------------------|------------|-----------------|------------|-----------------------------|------------|---------------------------------------|------------|-----------------------|------------|
| Brian Woolf                                                                             |       | 2008       |       | $                 | 659,769    |            | $          | 416,950                     |       | $                                     | —     |                  | $          | 18,640 |   | $ | 1,095,359 |   |
| Former Chairman and Chief Executive Officer (resigned  January 24, 2008) (3)  |       | 2007

2006 |       | 725,000 

716,346 |       | —

200,000 |       | 306,788 

536,458           |       | 38,480 

38,885                       |       | 1,070,268 

1,491,689 |       |
|                                                                                    |       |       |       |              |       |            |       |                        |       |                                  |       |                  |       |
| Thomas E. Reinckens                                                                     |       | 2008       |       | 596,346           |       | —          |       | —                      |       | 40,732                                |       | 637,078               |       |
| Current Chairman and                                                                    |       | 2007       |       | 530,000           |       | —          |       | 255,181,                    |       | 38,045                                |       | 823,226               |       |
| Chief Executive Officer                                                                 |       | 2006       |       | 525,385           |       | 150,000         |       | 307,037                     |       | 33,126                                |       | 1,015,548             |       |
|                                                                                    |       |       |       |              |       |            |       |                        |       |                                  |       |                  |       |
| Margaret J. Feeney                                                                      |       | 2008       |       | 293,423           |       | —          |       | —                      |       | 29,719                                |       | 323,142               |       |
| Executive Vice President and Chief Financial Officer                                    |       | 2007

2006 |       | 277,063 

243,269 |       | —

50,000  |       | 48,706 

76,252             |       | 28,558 

4,879                        |       | 354,327 

374,400     |       |
|                                                                                    |       |       |       |              |       |            |       |                        |       |                                  |       |                  |       |
| Adrienne Kantor                                                                         |       | 2008       |       | 146,539           |       | —          |       | —                      |       | 176                                   |       | 146,715               |       |
| Executive Vice President,                                                               |       | 2007       |       | 75,000            |       |            |       |                        |       | 8,876                                 |       | 83,876                |       |
| Design and Merchandising (4)                                                            |       |       |       |              |       |            |       |                        |       |                                  |       |                  |       |
|                                                                                    |       |       |       |              |       |            |       |                        |       |                                  |       |                  |       |
| Robert Kantor                                                                           |       | 2008       |       | $                 | 146,539    |            | $          | —                      |       | —                                |       | $                     | 19,045     |   | $ | 165,584 |   |
| Executive Vice President                                                                |       | 2007       |       | 75,000            |       |            |       |                        |       | 3,000                                 |       | 78,000                |       |
| Manufacturing and                                                                       |       |       |       |              |       |            |       |                        |       |                                  |       |                  |       |
| Product Development (4)                                                                 |       |       |       |              |       |            |       |                        |       |                                  |       |                  |       |
|                                                                                         |            |            |            |                   |            |                 |            |                             |            |                                       |            |                       |            |  |  |  |  |  |

 

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| (1) |   | The  amounts in this column reflect the dollar amount of awards pursuant to the  Company’s equity incentive plans recognized as compensation expense for  financial statement reporting purposes for the applicable fiscal year in  accordance with Statement of Financial Accounting Standards No. 123(R),  Share-Based Payment, as interpreted by Securities and Exchange Commission  Staff Accounting Bulletin No. 107, (“SFAS No. 123(R)”) and thus may  include amounts related to awards granted in and prior to the applicable  fiscal year. Assumptions used in the calculation of these amounts are  included in footnote 14 to the Company’s audited financial statements for Fiscal  2008 in the Company’s Annual Report on Form 10-K. |
|-----|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | See  the next table for details of All Other Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (3) |   | Mr. Woolf  was paid a $604,000 lump-sum severance payment in Fiscal 2008. In addition,  Mr. Woolf exercised options after his separation, which resulted in  $416,950 of compensation to him.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (4) |   | Ms. Kantor  and Mr. Kantor began employment with the Company on July 3, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

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**SUMMARY OF ALL OTHER COMPENSATION TABLE**

 

The table below setsforth a summary of all other compensation paid to or earned during Fiscal 2008,2007 and 2006 by (i) the Company’s current and former Chief ExecutiveOfficer, (ii) the Company’s Chief Financial Officer and (iii) theCompany’s executive officers other than the Chief Executive Officer and ChiefFinancial Officer who were serving as executive officers as of the end ofFiscal 2008.

 
| **Name and**                                                        | ** ** | ** ** | ** ** | **Group   Insurance** | ** ** | **Life   Insurance** | ** ** | **401(K)  Matching  Contributions(1)** | ** ** | **Long-term   Disability****Insurance** | ** ** | **Car  Allowance** | ** ** | **Total**      | ** ** |
|--------------------------------------------------------------------------|------------|------------|------------|----------------------------|------------|---------------------------|------------|----------------------------------------|------------|----------------------------------------------|------------|--------------------|------------|----------------|------------|
| **Principal Position**                                              | ** ** | **Year**   | ** ** | **($)**                    | ** ** | **($)**                   | ** ** | **($)**                                | ** ** | **($) (2)**                             | ** ** | **($)**            | ** ** | **($)**        | ** ** |
| Brian Woolf                                                              |       | 2008       |       | $                          | 1,220      |                      | $          | 12,606                                 |       | $                                            | 4,600      |               | $          | —         |       | $ | 214 |   | $ | 18,640 |   |
| Former Chairman and Chief Executive Officer (resigned January 24,  2008) |       | 2007

2006 |       | 7,320

17,298              |       | 15,127

5,653             |       | 4,222

4,123                           |       | 9,954

9,954                                 |       | 1,857

1,857       |       | 38,480

38,885 |       |
|                                                                     |       |       |       |                       |       |                      |       |                                   |       |                                         |       |               |       |           |       |
| Thomas E. Reinckens                                                      |       | 2008       |       | 21,583                     |       | 5,689                     |       | 4,731                                  |       | 6,872                                        |       | 1,857              |       | 40,732         |       |
| Current Chairman and Chief Executive Officer                             |       | 2007

2006 |       | 21,229

17,298             |       | 3,790

3,717              |       | 4,297

3,382                           |       | 6,872

6,872                                 |       | 1,857

1,857       |       | 38,045

33,126 |       |
|                                                                     |       |       |       |                       |       |                      |       |                                   |       |                                         |       |               |       |           |       |
| Margaret J. Feeney                                                       |       | 2008       |       | 16,486                     |       | 1,501                     |       | 4,600                                  |       | 5,646                                        |       | 1,486              |       | 29,719         |       |
| Executive Vice President and Chief Financial Officer                     |       | 2007

2006 |       | 16,193

—             |       | 829

—               |       | 4,404

3,393                           |       | 5,646

—                                |       | 1,486

1,486       |       | 28,558

4,879  |       |
|                                                                     |       |       |       |                       |       |                      |       |                                   |       |                                         |       |               |       |           |       |
| Adrienne Kantor                                                          |       | 2008       |       | —                     |       | 176                       |       | —                                 |       | —                                       |       | —             |       | 176            |       |
| Executive Vice President,                                                |       | 2007       |       | 8,876                      |       | —                    |       | —                                 |       | —                                       |       | —             |       | 8,876          |       |
| Design and Merchandising                                                 |       |       |       |                       |       |                      |       |                                   |       |                                         |       |               |       |           |       |
|                                                                     |       |       |       |                       |       |                      |       |                                   |       |                                         |       |               |       |           |       |
| Robert Kantor                                                            |       | 2008       |       | $                          | 16,682     |                      | $          | 506                                    |       | —                                       |       | $                  | —     |           | 1,857      |   | $ | 19,045 |   |
| Executive Vice President                                                 |       | 2007       |       | —                     |       | —                    |       | —                                 |       | —                                       |       | 3,000              |       | 3,000          |       |
| Manufacturing and Product Development                                    |       |       |       |                       |       |                      |       |                                   |       |                                         |       |               |       |           |       |
|                                                                          |            |            |            |                            |            |                           |            |                                        |            |                                              |            |                    |            |                |            |  |  |  |  |  |  |

 

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(1)                The Cache 401(K) SavingsPlan is a tax-qualified retirement plan generally available to all eligible employeesupon completion of a 12-month period during which the employee completes 1,000hours of service. An eligible employee may defer up to 18% of his or her annualsalary or an annual maximum contribution of $15,000, whichever is less, duringthe calendar year. In addition, the Company matches the first 50% of the first6% deferred by each eligible employee during the calendar year.

 

**GRANTS OF PLAN-BASED AWARDS IN FISCAL 2008**

 

The Company granted new incentive ornon-qualified stock option awards totaling 15,000 options during Fiscal 2008,none of which were granted to the named executive officers.

 

9

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The table below shows the number ofshares of the Company’s common stock covered by exercisable and un-exercisablestock options held by the Company’s named executive officers on December 27,2008.

 

**OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END**

 
| ** **          | ** ** | **Option Awards**                                                                      | ** ** |
|---------------------|------------|----------------------------------------------------------------------------------------|------------|
| **Name**            | ** ** | **Number of  Securities  Underlying  Unexercised  Options (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Unexercised  Options (#)  Un-exercisable** | ** ** | **Option  Exercise  Price  ($)** | ** ** | **Option Expiration  Date** | ** ** |
|                |       |                                                                                   |       |   |   |   |   |   |   |
| Thomas E. Reinckens |       | 187,500                                                                                |       | — |   | 12.65 |   | July 22, 2013 |   |
|                |       | 52,500                                                                                 |       | — |   | 15.17 |   | January 22, 2014 |   |
|                |       | —                                                                                 |       | 100,000 | (1) | 14.40 |   | July 5, 2017 |   |
|                |       |                                                                                   |       |   |   |   |   |   |   |
| Margaret J. Feeney  |       | 43,300                                                                                 |       | — |   | 12.65 |   | July 22, 2013 |   |
|                |       | 9,000                                                                                  |       | 11,000 | (2) | 11.53 |   | May  3, 2015 |   |

 

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(1)   This award may vest, subject to performancevesting, in two installments of 25,000 each on December 31, 2009 and 2010,with the remaining 50,000 options vesting on July 5, 2011.

 

(2)   This award vests on May 3, 2009.

 

On February 23, 2008, Mr. Woolfexercised options to purchase 67,250 shares of Cache common stock at $4.69 pershare. On May 13, 2008, Mr. Reinckens exercised options to purchase6,328 shares of Cache common stock at $4.69 per share.

 

10

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**PAYMENTS AND ENTITLEMENTS UPON CHANGE IN CONTROL AND OTHERTERMINATION EVENTS**

 

The following is adescription of the specific circumstances relating to termination of employmentand change in control of the Company that will trigger payments to each of thenamed executive officers specified below and a calculation of the estimatedpayments to each such named executive officer as a result of the occurrence ofsuch events had they occurred on December 27, 2008 (the end of the Company’s2008 fiscal year).

 

**ThomasE. Reinckens**

 

The Company has athree-year employment agreement with Mr. Reinckens, which was entered intoon February 24, 2009. This agreement succeeds his prior employmentagreement, which expired on February 8, 2009. The current agreementprovides for payments to be made to Mr. Reinckens upon certain terminationevents, including a “Change in Control” of the Company (generally defined as (i) theacquisition of 50% or more of the Company common stock or (ii) a change inthe majority of the Board of Directors within the two years following a changein control transaction.

 

Under Mr. Reinckens’employment agreement, the following constitute termination events (the “TerminationEvents”):

 
| · | Termination  by the Company without “Cause” (generally defined as (1) conviction for  the commission of a felony or a misdemeanor involving fraud, theft or  dishonesty; (2) refusal to fulfill material duties; (3) material  neglect of the Company’s business; (4) fraudulent, unlawful, grossly  negligent or willful misconduct; (5) material breach of his employment  agreement or a material policy of the Company; or (6) misappropriation  of funds); |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| · | Termination by  Mr. Reinckens for Good Reason (as defined below); or                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| · | Termination due to death  or Disability (which entails his inability to perform his duties as a result  of physical or mental incapacity for a period of 6 consecutive months or 9  months in a 12 month period).                                                                                                                                                                                                                                                                                            |

 

In the case of atermination due to death or Disability, the Company shall have no furtherliability to Mr. Reinckens, except for any unpaid salary and benefitsaccrued to the date of termination. In the event of Mr. Reinckens’Disability, and until Mr. Reinckens reaches the age of 65, Mr. Reinckensis entitled to receive payments under the Company’s applicable short-term andlong-term disability plans.

 

Duringthe term of Mr. Reinckens’ employment agreement, the Company is requiredto maintain a supplemental life insurance policy on behalf of Mr. Reinckens.This policy provides for a death benefit to his beneficiary of no less thanthree times annual salary, the proceeds of which would be paid upon his death.

 

If, following a Changein Control, Mr. Reinckens’ employment is terminated without Cause or heterminates his employment during a window period, then Mr. Reinckens isentitled to receive a lump-sum cash severance payment equal to two times hisannual salary, at the time of termination. The window period begins 90 daysfollowing a change in control and ends 180 days thereafter.

 

Upon a TerminationEvent, all time-vesting stock options granted to Mr. Reinckens will fullyvest.

 

Upon a Change inControl, regardless of whether his employment is terminated, all stock optionawards granted to Mr. Reinckens will vest and will become exercisable inaccordance with the stock option award agreements under which such options weregranted.

 

Pursuant to hisemployment agreement, Mr. Reinckens is subject to non-solicitation andnon-competition covenants during his employment and for up to two yearsthereafter, depending upon the circumstances under which the terminationoccurs.

 

11

----

 

Assuming theoccurrence of the following termination events and/or a change in control on December 27,2008, Mr. Reinckens would be entitled to receive the additional paymentsset out in the table below:

 

**Potential Payments to Thomas E. Reinckens upon the Occurrenceof Certain Events**

 
| **Component of  Compensation** | ** ** | **Executive’s  Voluntary  Termination** | ** ** | **Termination  by the  Company  For Cause** | ** ** | **Termination  by the  Executive  For Good  Reason** | ** ** | **Termination  by the  Company  Without  Cause** | ** ** | **Termination  due to the  Executive’s  Disability** | ** ** | **Termination  upon the  Executive’s  Death** | ** ** | **Change  in  Control of  Company  without the  Executive’s  Termination** | ** ** | **Change  in  Control of  Company  with the  Executive’s  Termination** | ** ** |
|-------------------------------------|------------|----------------------------------------------|------------|---------------------------------------------|------------|------------------------------------------------------|------------|--------------------------------------------------|------------|-----------------------------------------------------------|------------|----------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|
| Cash Severance  (base salary)       |       | —                                       |       | —                                      |       | —                                               |       | $                                                | 55,288     |                                                      | $          | —                                             |       | —                                                                          |       | —                                                                       |       | $ | 55,288 |   |
|                                |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                         |       |
| Stock Options—  Accelerated    |       | —                                       |       | —                                      |       | —                                               |       | $                                                | —     |                                                      | $          | —                                             |       | $                                                                               | —     |                                                                         | $          | 315,018 |   | $ | 315,018 |   |
|                                |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                         |       |
| Health &  Welfare          |       | —                                       |       | —                                      |       | —                                               |       | $                                                | 3,917      |                                                      | $          | —                                             |       | —                                                                          |       | —                                                                       |       | $ | 3,917 |   |
|                                |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                         |       |
| Other                               |       | —                                       |       | —                                      |       | —                                               |       | —                                           |       | $                                                         | 1,067,900  | (1)                                                | $          | 2,034,000                                                                       | (2)        | —                                                                       |       | $ | — |   |
|                                |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                         |       |
| Total                               |       | —                                       |       | —                                      |       | —                                               |       | $                                                | 59,205     |                                                      | $          | 1,067,900                                          |       | $                                                                               | 2,034,000  |                                                                         | $          | 315,018 |   | $ | 374,223 |   |

 

----

(1)   Represents payments under the Company’s short-term and long-termdisability plans.

(2)   Representsthe death benefit payable to Mr. Reinckens’ beneficiary under basic andsupplemental life insurance policies.

 

**Other Named Executive Officers**

 

Upon a Change inControl of the Company, in accordance with the terms of the Company’s 2000 and2003 Stock Option Plans, all stock options granted to the named executiveofficer automatically vest.

 

In addition, theCompany maintains on behalf of each named executive officer a basic lifeinsurance policy, the proceeds of which are payable upon the death of the namedexecutive officer.

 

Assuming the occurrence of the followingtermination events and/or a change in control of the Company on December 27,2008, each named executive officer will be entitled to receive the additionalpayments set out in the respective tables below.

 

**Potential Payments to Ms. Feeney upon the Occurrence ofCertain Events**

 
| **Component of  Compensation**          | ** ** | **Executive’s  Voluntary  Termination** | ** ** | **Termination  by the  Company  For Cause** | ** ** | **Termination  by the  Executive  For Good  Reason** | ** ** | **Termination  by the  Company  Without  Cause** | ** ** | **Termination  due to the  Executive’s  Disability** | ** ** | **Termination  upon the  Executive’s  Death** | ** ** | **Change  in  Control of  Company  without the  Executive’s  Termination** | ** ** | **Change  in  Control of  Company  with  Executive’s  Termination** |   |
|-----------------------------------------|------------|----------------------------------------------|------------|---------------------------------------------|------------|------------------------------------------------------|------------|--------------------------------------------------|------------|-----------------------------------------------------------|------------|----------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------|--------|
| Cash Severance  (base salary and bonus) |       | —                                       |       | —                                      |       | —                                               |       | $                                                | —     |                                                      | —     |                                               | —     |                                                                            | —     |                                                                     | $      | — |   |
|                                    |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                     |   |
| Stock  Options—Accelerated         |       | —                                       |       | —                                      |       | —                                               |       | —                                           |       | —                                                    |       | —                                             |       | $                                                                               | 6,004      |                                                                     | $      | 6,004 |   |
|                                    |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                     |   |
| Health &  Welfare              |       | —                                       |       | —                                      |       | —                                               |       | $                                                | —     |                                                      | $          | —                                             |       | —                                                                          |       | —                                                                   |   | $ | — |   |
|                                    |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                     |   |
| Other                                   |       | —                                       |       | —                                      |       | —                                               |       | —                                           |       | $                                                         | 2,550,000  | (1)                                                | $          | 777,000                                                                         | (2)        | —                                                                   |   | — |   |
|                                    |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                     |   |
| Total                                   |       | —                                       |       | —                                      |       | —                                               |       | $                                                | —     |                                                      | $          | 2,550,000                                          |       | $                                                                               | 777,000    |                                                                     | $      | —- |   | $ | —- |   |

 

----

(1)   Representspayments under the Company’s short-term and long-term disability plans.

(2)   Representsthe death benefit payable to Ms. Feeney’s beneficiary under basic andsupplemental life insurance policies.

 

 

12

----

 

**Potential Payments to Ms. Kantor upon the Occurrence ofCertain Events**

 
| **Component of  Compensation**          | ** ** | **Executive’s  Voluntary  Termination** | ** ** | **Termination  by the  Company  For Cause** | ** ** | **Termination  by the  Executive  For Good  Reason** | ** ** | **Termination  by the  Company  Without  Cause** | ** ** | **Termination  due to the  Executive’s  Disability** | ** ** | **Termination  upon the  Executive’s  Death** | ** ** | **Change  in  Control of  Company  without the  Executive’s  Termination** | ** ** | **Change  in  Control of  Company  with  Executive’s  Termination** | ** ** |
|-----------------------------------------|------------|----------------------------------------------|------------|---------------------------------------------|------------|------------------------------------------------------|------------|--------------------------------------------------|------------|-----------------------------------------------------------|------------|----------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------|------------|
| Cash Severance  (base salary and bonus) |       | —                                       |       | —                                      |       | —                                               |       | $                                                | 525,000    |                                                      | —     |                                               | —     |                                                                            | —     |                                                                     | $          | 525,000 |   |
|                                    |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                     |       |
| Stock  Options—Accelerated         |       | —                                       |       | —                                      |       | —                                               |       | —                                           |       | —                                                    |       | —                                             |       | $                                                                               | —     |                                                                     | $          | — |   |
|                                    |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                     |       |
| Health &  Welfare              |       | —                                       |       | —                                      |       | —                                               |       | $                                                | 616        |                                                      | $          | —                                             |       | —                                                                          |       | —                                                                   |       | $ | 616 |   |
|                                    |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                     |       |
| Other                                   |       | —                                       |       | —                                      |       | —                                               |       | —                                           |       | $                                                         | —     |                                               | $          | 150,000                                                                         | (1)        | —                                                                   |       | — |   |
|                                    |       |                                         |       |                                        |       |                                                 |       |                                             |       |                                                      |       |                                               |       |                                                                            |       |                                                                     |       |
| Total                                   |       | —                                       |       | —                                      |       | —                                               |       | $                                                | 525,616    |                                                      | $          | —                                             |       | $                                                                               | 150,000    |                                                                     | $          | — |   | $ | 525,616 |   |

 

----

(1)   Representspayments under basic life insurance policy.

 

**Potential Payments to Mr. Kantor upon the Occurrence ofCertain Events**

** **
| **Component of  Compensation**     | ** ** | **Executive’s  Voluntary  Termination** | ** ** | **Termination  by the  Company  For Cause** | ** ** | **Termination  by the  Executive  For Good  Reason** | ** ** | **Termination  by the  Company  Without  Cause** | ** ** | **Termination  due to the  Executive’s  Disability** | ** ** | **Termination  upon the  Executive’s  Death** | ** ** | **Change in  Control of  Company  without the  Executive’s  Termination** | ** ** | **Change in  Control of  Company  with  Executive’s  Termination** | ** ** |
|-----------------------------------------|------------|----------------------------------------------|------------|-------------------------------------------------------|------------|----------------------------------------------------------------|------------|-------------------------------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------|------------|
| Cash  Severance (base salary and bonus) |       | —                                       |       | —                                                |       | —                                                         |       | $                                                     | 525,000    |                                                                | —     |                                                    | —     |                                                                                          | —     |                                                                              | $          | 525,000 |   |
|                                    |       |                                         |       |                                                  |       |                                                           |       |                                                  |       |                                                                |       |                                                    |       |                                                                                          |       |                                                                              |       |
| Stock  Options—Accelerated         |       | —                                       |       | —                                                |       | —                                                         |       | —                                                |       | —                                                              |       | —                                                  |       | $                                                                                             | —     |                                                                              | $          | — |   |
|                                    |       |                                         |       |                                                  |       |                                                           |       |                                                  |       |                                                                |       |                                                    |       |                                                                                          |       |                                                                              |       |
| Health &  Welfare              |       | —                                       |       | —                                                |       | —                                                         |       | $                                                     | 66,658     |                                                                | $          | —                                                  |       | —                                                                                        |       | —                                                                            |       | $ | 66,658 |   |
|                                    |       |                                         |       |                                                  |       |                                                           |       |                                                  |       |                                                                |       |                                                    |       |                                                                                          |       |                                                                              |       |
| Other                                   |       | —                                       |       | —                                                |       | —                                                         |       | —                                                |       | $                                                                   | —     |                                                    | $          | 150,000                                                                                       | (1)        | —                                                                            |       | — |   |
|                                    |       |                                         |       |                                                  |       |                                                           |       |                                                  |       |                                                                |       |                                                    |       |                                                                                          |       |                                                                              |       |
| Total                                   |       | —                                       |       | —                                                |       | —                                                         |       | $                                                     | 591,658    |                                                                | $          | —                                                  |       | $                                                                                             | 150,000    |                                                                              | $          | — |   | $ | 591,658 |   |

 

----

(1)   Representspayments under basic life insurance policy.

 

**Payments to Brian Woolf**

 

In connection with hisresignation on January 24, 2008, the Company and Mr. Woolf enteredinto a Separation Agreement, which was executed on February 5, 2008. Theagreement provided for a lump-sum payment of $604,000 to be paid to Mr. Woolf.Pursuant to the Separation Agreement, Mr. Woolf’s employment agreement,which would have continued in effect through February 8, 2009, wasterminated.

 

**DIRECTOR COMPENSATION**

 

The Board determinesand reviews director compensation annually. In its review, the Board considerscompensation paid to directors at similarly situated companies and the timecommitments required of the directors. The Board began to receive the adviceand recommendations from Deloitte Consulting regarding director compensationduring Fiscal 2008. Board compensation was increased during Fiscal 2008, to thelevels described below, based on an analysis of peer group board compensationpractices conducted by Deloitte Consulting. The peer group consisted of Bebe,Big Dog, Christopher and Banks, CitiTrends, Deb Shops, Delias, Joseph A. Banks,Kenneth Cole, Mothers Work, United Retail Group, Wet Seal and Zumiez.

 

13

----

 

Employee directors donot receive compensation for serving on the Board. Accordingly, Mr. Woolf,who was a director until his resignation as an employee, and Mr. Reinckens,who currently is a director and employee of the Company, did not receive anycompensation for serving on the Board. Directors who are not employees of theCompany generally receive an annual retainer of $35,000, payable in monthlyinstallments. The Chairman of the Audit Committee receives an additional $7,000per year. The other members of the Audit Committee receive an additional $3,000per year. In addition, each Board member other than Mr. Reinckens receivesa payment of $1,000 per day for each meeting attended. In Fiscal 2008, eachBoard member, other than Mr. Reinckens, also received a one-time paymentof $45,000, to be used for the purchase of Cache common stock. Board membersare also reimbursed for travel expenses on Company business.

 

The following tablelists the compensation paid to the Company’s non-executive directors duringFiscal 2008.

 

| **Name**            | ** ** | **Fees  Earned or  Paid in  Cash ($)** | ** ** | **All  Other  Compensation  ($)(1)** | ** ** | **Total********($)** | ** ** |
|---------------------|------------|-------------------------------------------------------|------------|--------------------------------------|------------|----------------------|------------|
| Gene  G. Gage       |       | $                                                     | 91,000     |                                 | $          | —               |       | $ | 91,000 |   |
| Arthur  S. Mintz    |       | 83,495                                                |       | 10,065                               |       | 93,560               |       |
| Andrew  M. Saul     |       | 70,344                                                |       | 17,374                               |       | 87,718               |       |
| Morton  J. Schrader |       | 89,000                                                |       | —                               |       | 89,000               |       |
|                     |            |                                                       |            |                                      |            |                      |            |  |  |  |

 

----

(1)   Consists ofparticipation in our group medical insurance program.

 

**Compensation CommitteeInterlocks and Insider Participation**

 

Our Compensation Committeepresently consists of Andrew Saul, Arthur Mintz, Morton Schrader and Gene Gage.No member of our Compensation Committee has been an employee of ours. None ofour executive officers serves as a member of the board of directors orcompensation committee of any other entity that has one or more executiveofficers serving as a member of our board of directors or of our CompensationCommittee.

 

14

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**ITEM 12. PRINCIPAL STOCKHOLDERS AND SHARE OWNERSHIP BYCERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

The following table sets forth certaininformation as of April 24, 2009 concerning the beneficial ownership ofthe Company’s common stock by (i) each stockholder who is known by theCompany to own beneficially in excess of 5% of the outstanding common stock, (ii) eachcurrent director, (iii) the named executive officers and (iv) allcurrent directors and executive officers as a group. Except as otherwise indicated,each stockholder listed below has sole voting and investment power with respectto his or her shares of common stock. The Securities and Exchange Commissionhas defined the term “beneficial ownership” to include any person who has orshares voting power or investment power with respect to any security or who hasthe right to acquire beneficial ownership of any security within 60 days.

 
| **Name of Beneficial Owner**                         | ** ** | **No. of  Shares of  Common Stock** | ** ** | **Percentage  of Class** | ** ** |
|---------------------------------------------------------------------|------------|----------------------------------------------------|------------|-------------------------------|------------|
| Andrew M. Saul and affiliates (1)                                   |       | 1,713,259                                          |       | 13.5                          | %          |
| Royce and Associates LLC (2)                                        |       | 1,224,050                                          |       | 9.6                           | %          |
| Palo Alto Investors, LLC (3)                                        |       | 903,278                                            |       | 7.1                           | %          |
| Barclay’s Global Investors, N.A. (4)                           |       | 751,698                                            |       | 5.9                           | %          |
| Thomas E. Reinckens (5)                                             |       | 319,828                                            |       | 2.5                           | %          |
| Margaret J. Feeney (5)                                              |       | 78,500                                             |       | *                             |       |
| Adrienne Kantor                                                     |       | 38,900                                             |       | *                             |       |
| Morton J. Schrader                                                  |       | 35,430                                             |       | *                             |       |
| Gene G. Gage                                                        |       | 14,000                                             |       | *                             |       |
| Arthur S. Mintz                                                     |       | 13,936                                             |       | *                             |       |
|                                                                |       |                                               |       |                          |       |
| All Current Executive Officers and Directors as a Group (7 persons) |       | 2,213,853                                          |       | 17.0                          | %          |

 

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| *         | Less  than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  (1) | In  an amended Schedule 13G filed with the Securities and Exchange Commission on  January 9, 2009, Andrew M. Saul, Jane Saul Berkey and Saul Partners, LP  reported beneficial ownership of 1,713,259 shares, of which Andrew M. Saul  has sole voting power over 425,630 shares, Jane Saul Berkey has sole voting  power over 128,569 shares and Saul Partners has sole voting power over  1,159,060 shares. The address for each of Andrew M. Saul, Jane Saul Berkey  and Saul Partners, LP is c/o Saul Partners, LP, 9 West 57th Street, New York, NY 10019. |
| (2)       | In  an amended Schedule 13G filed with the Securities and Exchange Commission on  January 23, 2009, Royce and Associates, LLC reported sole voting power  and sole dispositive power over 1,224,050 common shares. The address for  Royce and Associates, LLC is: Royce and Associates, 1414 Avenue of the  Americas, New York, NY 10019.                                                                                                                                                                                                                            |
| (3)       | In  an amended Schedule 13G filed with the Securities and Exchange Commission on  January 31, 2007, Palo Alto Investors, LLC reported beneficial ownership  of 1,442,600 shares and sole and the sole voting power and sole dispositive  power over 1,442,600 common shares. The address for Palo Alto Investors, LLC  is Palo Alto Investors, LLC, 470 University Avenue, Palo Alto, CA 94301.                                                                                                                                                                      |
| (4)       | In  a Schedule 13G filed with the Securities and Exchange Commission on  February 13, 2009, Barclay’s Global Investors, N.A. reported beneficial  ownership of 751,698 shares and shared voting power over 751,698 shares. The  address for Barclay’s Global Investors, N.A. 400 Howard Street, San  Francisco, CA 94105.                                                                                                                                                                                                                                  |
| (5)       | The  shares listed include shares subject to stock options that are or will become  exercisable within 60 days of April 27,2009 as follows:  Mr. Reinckens, 240,000 shares; and Ms. Feeney, 52,300 shares.                                                                                                                                                                                                                                                                                                                                                 |

 

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**SecuritiesAuthorized for Issuance Under Equity Compensation Plans**

 

SeeItem 5 in Part II of our Form 10-K filed on March 12, 2009 forinformation regarding securities authorized for issuance under our equitycompensation plans.

 

**SECTION 16(a) BENEFICIAL**

**OWNERSHIPREPORTING COMPLIANCE**

 

Section 16(a) of the SecuritiesExchange Act of 1934 requires the Company’s directors and certain officers andholders of more than 10% of the Company’s common stock to file with theSecurities and Exchange Commission reports of their ownership and changes intheir ownership of common stock. Based solely on a review of copies of Section 16(a) reportsfurnished to the Company, or written representations from certain reportingpersons, the Company believes that during Fiscal 2008 all transactions werereported on a timely basis, except for the following instances: (i) officerJoanne Marselle filed one late Form 4; (ii) officer Clifford Grayfiled one late Form 4; (iii) officer Adrienne Kantor filed one late Form 4;(iv) officer Robert Kantor filed one late Form 4; (v) officerThomas E. Reinckens filed two late Forms 4; (vi) director GeneGage filed one late Form 4; and (vii) director Andrew Saul filed onelate Form 4.

 

**ITEM13.               CERTAIN RELATIONSHIPSAND RELATED PARTY TRANSACTIONS**

 

**Review,Approval or Ratification of Transactions with Related Persons**

 

Our policy with regard to related party transactionsis that all material transactions are to be reviewed by the Audit Committee forany possible conflicts of interest. A “related party transaction” is defined toinclude any transaction or series of transactions exceeding $120,000 in whichwe are a participant and any related person has a material interest. Relatedpersons would include our directors, executive officers (and immediate familymembers of our directors and executive officers) and persons controlling overfive percent of our outstanding common stock. In the event of a potentialconflict of interest, the Audit Committee will generally evaluate thetransaction in terms of: (i) the benefits to the Company; (ii) theimpact on a director’s independence in the event the related person is adirector, an immediate family member of a director or an entity in which adirector is a partner, shareholder or executive officer; (iii) theavailability of other sources for comparable products or services; (iv) theterms and conditions of the transaction; and (v) the terms available tounrelated third parties or to employees generally. The Audit Committee willthen document its findings and conclusions in written minutes. In the event atransaction relates to a member of our Audit Committee, that member will notparticipate in the Audit Committee’s deliberations.

 

Thepayroll and benefits of two individuals who work on a full-time basis at SaulPartners, LP, a private partnership controlled by Andrew M. Saul and certainother members of his family, are processed through the Company. Saul Partnersreimburses the Company for the full amount of the payroll and benefits.Therefore, there are no out-of-pocket costs to the Company in connection withthis arrangement. Neither individual is a family member of or otherwise relatedto Mr. Saul.

 

**Independent Directors**

 

The following directors of the Company are independentwithin the meaning of Rule 4200 of The Nasdaq Stock Market:  Gene G. Gage; Arthur S. Mintz; Andrew M.Saul; and Morton J. Schrader.

 

###### **ITEM14.               PRINCIPAL ACCOUNTINGFIRM FEES**

###### ** **

The following table setsforth the aggregate fees billed to the Company for Fiscal 2007 and Fiscal 2008by Deloitte & Touche LLP and MHM Mahoney Cohen CPAs (formerly MahoneyCohen and Company, CPA, P.C.). Mahoney Cohen replaced Deloitte &Touche during the first quarter of Fiscal 2007.

 

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| **Fees**               | ** ** | **Fiscal 2008  Amount** | ** **  | **Fiscal 2007  Amount** | ** ** |
|------------------------|------------|------------------------------|-------------|------------------------------|------------|
| **Audit Fees**         | ** ** | **$**                        | **354,015** | ** **                   | **$**      | **143,764** | ** ** |
| **Audit-Related Fees** | ** ** | **$**                        | **125,932** | ** **                   | **$**      | **139,557** | ** ** |
| **Tax Fees**           | ** ** | **$**                        | **—**  | ** **                   | **$**      | **—** | ** ** |
| **All Other Fees**     | ** ** | **$**                        | **22,658**  | ** **                   | **$**      | **52,584** | ** ** |
| **Total Fees**         | ** ** | **$**                        | **502,605** | ** **                   | **$**      | **335,905** | ** ** |

 

TheAudit Committee of the Board of Directors has considered whether the provisionof these services is compatible with maintaining the principal accountants’independence.

 

“Auditfees” includes fees for the annual audit and reviews of the Company’s quarterlyreports on Form 10-Q, as well as statutory audits and audits ofsubsidiaries.

 

“Audit-relatedfees” include fees for audits of benefit plans and audits related to asecondary stock offering during Fiscal 2007 and testing of internal controlsfor Sarbanes-Oxley compliance during Fiscal 2007 and Fiscal 2008.

 

“All other fees” includefees for evaluations and advisory services. The Audit Committee has implemented a procedure to require pre-approvalof all services performed by the independent auditors.  Consequently, during Fiscal 2007 and 2008,any project which management hired the principal accountants to perform waspresented to the Audit Committee, along with an estimate of the costs to beincurred.  The Audit Committee reviewedand approved the estimate before the commencement of the project.  The Audit Committee was updated by managementif additional costs were expected to be incurred.  All projects performed by the independentauditors were approved by the Audit Committee during Fiscal 2007 and 2008.

 

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**Signatures**

 

Pursuant to the requirement of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned thereunto duly authorized.

 
| Date:  April 24, 2009 | CACHE, INC.  (Registrant) |
|----------------------------|--------------------------------|
|                       |                           |
|                       |                           |
|                       | By:                            | /s/  THOMAS E. REINCKENS |
|                       |                           | Thomas  E. Reinckens |
|                       |                           | *Chairman of the Board and Chief Executive Officer* |

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of theRegistrant and in the capacities and on the dates indicated.

 
| **Signature**           | ** ** | **Title**                                            | ** ** | **Date**            |
|-------------------------|------------|------------------------------------------------------|------------|---------------------|
| ** **              | ** ** | ** **                                           | ** ** | ** **          |
| ** **              | ** ** | ** **                                           | ** ** | ** **          |
| /s/ THOMAS E. REINCKENS |       | Chairman  of the Board and Chief Executive Officer   |       | April 24, 2009 |
| Thomas E. Reinckens     |       |                                                 |       |                |
|                    |       |                                                 |       |                |
|                    |       |                                                 |       |                |
| /s/ MARGARET FEENEY     |       | Executive  Vice President  (Chief Financial Officer) |       | April 24, 2009 |
| Margaret Feeney         |       |                                                 |       |
|                    |       |                                                 |       |                |
|                    |       |                                                 |       |                |
| /s/ GENE GAGE           |       | Director                                             |       | April 24, 2009 |
| Gene Gage               |       |                                                 |       |                |
|                    |       |                                                 |       |                |
|                    |       |                                                 |       |                |
| /s/ ARTHUR S. MINTZ     |       | Director                                             |       | April 24, 2009 |
| Arthur S. Mintz         |       |                                                 |       |                |
|                    |       |                                                 |       |                |
|                    |       |                                                 |       |                |
| /s/ ANDREW M. SAUL      |       | Director                                             |       | April 24, 2009 |
| Andrew M. Saul          |       |                                                 |       |                |
|                    |       |                                                 |       |                |
|                    |       |                                                 |       |                |
| /s/ MORTON J. SCHRADER  |       | Director                                             |       | April 24, 2009 |
| Morton J. Schrader      |       |                                                 |       |                |

 

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