UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K/AFOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)ý

AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 2, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


Commission file number 0-10345

CACHE, INC.(Exact name of registrant as specified in its charter)

Florida(State or other jurisdiction of
incorporation or organization)

59-1588181(IRS Employer Identification No.)1440 Broadway, New York, New York(Address of principal executive offices)

10018(Zip Code)


Registrant's
telephone number, including area code: (212) 575-3200
Securities registered pursuant to Section 12(b) of the Act:

(Title of Class)Common Stock $.01 par value


Securities
registered pursuant to Section 12(g) of the Act: none

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o (Do not check if a smaller
reporting company)

Smaller Reporting Company ý


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $39 million as of June 27, 2009,
the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing sale price of $3.65 of the registrant's Common Stock as reported on The Nasdaq National
Market on such date. Shares of Common Stock held by each executive officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes.

As of April 15, 2010, 12,771,174 common shares were outstanding.



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Explanatory Note

This amendment to the Company's 10-K for the fiscal year ended January 2, 2010 contains information previously
omitted from the Company's fiscal 2009 Form 10-K pursuant to General Instruction G(3) to Form 10-K and is being filed pursuant to that instruction.

Part III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table lists certain information regarding the executive officers and Directors of the Company:

Name

Position and OfficesThomas E. Reinckens

Chief Executive Officer, Chairman of the Board of DirectorsMargaret J. Feeney

Chief Financial Officer and Executive Vice PresidentRabia Farhang

Executive Vice President, General Merchandise ManagerGene 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)


(1)Member
of the Audit Committee.(2)Member
of the Compensation and Plan Administration Committee.(3)Member
of the Nominating and Corporate Governance Committee.


Each
of our directors brings extensive management and leadership experience gained through their service in our industry and other diverse businesses. In these roles, they have taken
hands-on, day-to-day responsibility for strategy and operations. In addition, most current directors bring board experience acquired by either significant
experience on other boards or long service on our board that broadens their knowledge of board policies and processes, rules and regulations, issues and solutions. The Nominating and Corporate
Governance Committee's process to recommend qualified director candidates is described under "Committees and Meetings of the Board of Directors." In the paragraphs below, we describe specific
individual qualifications and skills of our directors that contribute to the overall effectiveness of our Board of Directors and its committees.

Thomas E. Reinckens, age 56. Mr. Reinckens has served as Chairman and Chief Executive Officer since January 2008. Prior to that, he
served as President and Chief Operating Officer from 2000. Mr. Reinckens joined our Company in 1987 and has held various positions throughout his tenure, also serving as Chief Financial Officer
from 1989 to 2000 and as Executive Vice President from 1995 to 2000. Mr. Reinckens previously served as a director of Cache from 1993 until October 2004. Over the last 23 years,
Mr. Reinckens has held leadership roles with the Company. He has detailed knowledge, valuable perspective and insights regarding our business and has primary responsibility for development and
implementation of our business strategy.

Margaret J. Feeney, age 52. Ms. Feeney has served as Executive Vice President, Finance and Chief Financial Officer since May 2005.
Prior to that, Ms. Feeney was promoted to Vice President, Finance in 2001. Ms. Feeney has served in a variety of financial and operational capacities with us since 1992.

Rabia Farhang, age 46. Ms. Farhang has served as Executive Vice President and General Merchandise Manager since November 2009. Prior to
joining us, Ms. Farhang served as Vice President of Merchandising for White House Black Market, a division of Chico's, an apparel manufacturing and

2

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distribution
company, from April 2006 to November 2009. Prior to 2006, Ms. Farhang held various management positions in Merchandising for White House Black Market.

Gene G. Gage, age 62. Mr. Gage has served as one of our directors since September 2004. Since 2002, Mr. Gage has served as the
President and Chief Operating Officer of Gage Associates, LLC, a firm which provides financial planning and related services to individuals and businesses. He is a certified public accountant,
as well as a certified financial planner. Mr. Gage has a strong background in accounting and finance, as well as substantial experience in public company accounting.

Arthur S. Mintz, age 65. Mr. Mintz has served as one of our directors since 2002. Mr. Mintz served as the President of Bees
and Jam, Inc., an apparel manufacturer, from 1971 until 2006. Since April 2007, Mr. Mintz has been active as a consultant in the retail apparel industry. Mr. Mintz has been a
consultant with Lightship Partners since August 2009. Mr. Mintz has experience in the retail apparel industry for over 39 years, as both an executive and director. We believe,
Mr. Mintz has a thorough understanding of this industry and therefore brings valuable insight and expertise to our Board of Directors.

Andrew M. Saul, age 63. Mr. Saul has served as one of our directors since 1986. Mr. Saul served as the Chairman of our Board
from 1993 to 2000. Since 1986, Mr. Saul has been a partner in Saul Partners, an investment partnership. Mr. Saul has extensive experience and familiarity with the Company, which dates
back to 1986, in addition to his substantial experience in our industry through his investment with our Company, as well as other companies. He also has significant operational, financial and
oversight experience from his involvement in Saul Partners, LP, as well as federal and local government entities.

Morton J. Schrader, age 78. Mr. Schrader has served as one of our directors since 1989. Mr. Schrader was the President of
Abe Schrader Corp., a manufacturer of women's apparel from 1968 until 1989. Since 1989, Mr. Schrader has been active as a real estate broker and is a principal of PBS Realty Advisors.
Mr. Schrader has experience in the women's apparel industry for over 42 years, as both an executive and director. In addition he has experience as a senior executive in other industries,
which allows him to bring additional perspective to our Board of Directors.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

During fiscal 2009, the Board of Directors held seven meetings. Each then-current Director attended all of such Board
meetings, except (i) the January 13, 2009 meeting, which Mr. Saul was unable to attend, (ii) the February 24, 2009 meeting, which Mr. Schrader was unable to
attend, (iii) the May 21, 2009 meeting, which Mr. Saul and Mr. Mintz were unable to attend and (iv) the November 4, 2009 meeting, which Mr. Mintz was
unable to attend.

The
Board of Directors has an Audit Committee, a Nominating and Governance Committee, as well as a Compensation and Plan Administration Committee. The Audit Committee currently consists
of Messrs. Arthur Mintz, Morton Schrader and Gene Gage. The Audit Committee held five meetings in Fiscal 2009. Each then-current member of the Committee attended all such Committee
meetings, except (i) the February 24, 2009 and (ii) the March 11, 2009 meetings, which Mr. Schrader was unable to attend.

The
duties of the Audit Committee include meeting with the independent accountants and certain personnel of the Company to discuss the planned scope of their examinations and the
adequacy of internal controls and financial reporting, reviewing the results of the annual examination of the
financial statements and periodic internal audit examinations, reviewing the services and fees of the Company's independent accountants, authorizing special investigations and studies and performing
any other duties or functions deemed appropriate by the Board of Directors. The Board of Directors has determined that Gene Gage is qualified to serve as the Audit Committee's financial expert and
Chairman. Mr. Gage is independent, as such term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

3

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The
Compensation and Plan Administration Committee ("the Compensation Committee") administers the Company's stock option plans, determines the remuneration arrangements for the most
senior executive officers and reviews and approves the remuneration arrangements for the Company's other executive officers. It currently consists of Messrs. Andrew Saul, Arthur Mintz, Morton
Schrader and Gene Gage. The Compensation Committee held three meetings in Fiscal 2009. Each member of the Committee attended all of the meetings, except the July 21, 2009 meeting, which
Mr. Mintz was unable to attend. Mr. Saul was unable to attend the August 25, 2009 and September 29, 2009 meetings.

The
Nominating and Governance Committee currently consists of Messrs. Andrew Saul, Gene Gage, Arthur Mintz and Morton Schrader. The Nominating and Governance Committee is
responsible for identifying, evaluating and recommending director nominees to the Board of Directors. The Nominating and Governance Committee held one meeting in Fiscal 2009. Each member of the
Committee attended the meeting.

The
Nominating and Governance Committee will consider candidates for the Board from any reasonable source, including stockholder recommendations. The Nominating and Governance Committee
does not evaluate candidates differently based on who has made the proposal. Stockholders who wish to suggest qualified candidates should write to the Secretary, at the Company's headquarters'
address. These recommendations should include detailed biographical information concerning the nominee, his or her qualifications to be a member of the Board and a description of any relationship the
nominee has to other stockholders of the Company. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany
any such recommendation. Stockholders who wish to nominate a director for election at an annual meeting of stockholders of the Company must comply with the Company's By-Laws regarding
stockholder proposals and nominations.

While
the Nominating and Governance Committee does not have minimum qualification requirements for candidates, it does assess whether candidates have good business judgment, high ethical
standards, substantial experience in the Company's line of business or other applicable fields and the ability to prepare for and attend Board meetings, committee meetings and stockholder meetings.
The committee does not have a diversity policy; however, the committee's goal is to nominate candidates from a broad range of experiences and backgrounds, who can contribute to the board's overall
effectiveness in
meeting its mission. The Nominating and Governance Committee also considers the needs of the board in accounting and finance, business judgment, management, industry knowledge, whether candidates are
independent, provide leadership and such other skills as the board deems appropriate.

The
Board of Directors has adopted written charters for its committees. Each charter is available on our website at http://www.cache.com or in print to any stockholder who requests it by
sending written communications to the Secretary, Cache, Inc., 1440 Broadway, New York, NY 10018.

Board Leadership Structure

The Board does not have a policy on whether or not the roles of Chief Executive Officer and Chairman of the Board should be separate
and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee Directors or be an employee. The Board believes that it should be free to make a
choice from time to time in any manner that is in the best interests of the Company and its shareholders.

Currently,
Thomas Reinckens serves as the Chairman of the Board and Chief Executive Officer. The Board of Directors believes this is the most appropriate structure for the Company at
this time because it makes the best use of Mr. Reinckens skills and experience, including the following: (1) over 12 years as a Director of the Company; (2) over
23 years of leadership roles with the Company; and (3) diversified financial and business expertise.

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Risk Management

We face certain risks, including credit risk, liquidity risk, and operational risk. In fulfilling its risk oversight role, the Board
focuses on the adequacy of our overall risk management system. The Board believes an effective risk management system will adequately identify the material risks we face in a timely manner and
implement appropriate risk management strategies that are responsive to our risk profile.

The
Audit Committee has been designated to take the lead in overseeing risk management at the Board level. Accordingly, the Audit Committee periodically reviews risk management, in
addition to its other duties. In this role, the Audit Committee receives reports from management and other advisors, and strives to generate serious and thoughtful attention to our risk management
system, the nature of the material risks the Company faces, and the adequacy of our policies and procedures designed to respond to and mitigate these risks.

Although
the Board's primary risk oversight has been assigned to the Audit Committee, the full Board also receives information about the most significant risks that the Company faces.
This is principally accomplished through Audit Committee reports to the Board and briefings provided by management and advisors to the Committee. The Board and Audit Committee periodically ask the
Company's executives to discuss the most likely sources of material future risks and how the Company is addressing any significant potential vulnerability.

Code of Ethics

The Company has adopted a Code of Ethics that applies to all of the Company's directors, officers and employees. The Code of Ethics is
available on our website at http://www.cache.com. Our Code of Ethics also is available in print to any stockholder who requests it by sending written communications to the Secretary,
Cache, Inc., 1440 Broadway, New York, NY 10018.

We
will disclose any amendment to, other than technical, administrative or non-substantive amendments, or waiver of our code of ethics granted to a director or executive
officer by filing a Form 8-K disclosing the amendment or waiver within four business days after its occurrence.

ITEM 11.    EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview; Principal Objectives Driving Compensation Practices

Our compensation philosophy, reflected in our compensation practices for Fiscal 2009, was developed to drive the achievement of our two
key business objectives: consistent sales growth and consistent net income growth.

We
designed our incentive compensation programs so that if targeted objectives are achieved, total compensation to the named executive officer will increase. "Total compensation"
includes the sum of base salary, short-term incentive compensation and equity incentive compensation. Recognizing the importance of implementing pay-for-performance
practices, we have historically structured our compensation programs so that if the Company's performance exceeds target levels, total compensation to the named executive officer may increase. If the
Company, however, fails to achieve the targeted objectives, total compensation will not increase. We may set target compensation on an ad hoc basis, when we believe that it is important to attract or
retain key executive officers.

We
use both equity and cash in our incentive-based compensation. We designed our short-term incentive compensation to reward named executive officers for the Company's
achievement of annual goals and our long-term incentive compensation to reward them based on longer term corporate performance. Our short-term incentive compensation is paid in
cash and our long-term incentive

5

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compensation
is primarily comprised of equity components. The Compensation Committee reviews annually the allocation between the short- and long-term and cash and equity elements of
compensation and determines the distribution based on the Company's current business goals and competitive market practices.

Our
Chief Executive Officer and our Executive Vice President, General Merchandise Manager each have an employment agreement with the Company, each of which is described below. We offer
minimal perquisites to our named executive officers. Our named executive officers participate in a broad-based,
tax-qualified pension plan on terms that do not favor such executives, and the Company does not offer any supplemental retirement plans to its named executive officers.

Processes for Determining Compensation for our Named Executive Officers

Participation of Compensation Consultant and Management

During Fiscal 2009, the Compensation Committee reviewed its compensation practices and programs to ensure that their design continued
to drive the attainment of the Company's key business objectives. Our Chief Executive Officer and Chief Financial Officer regularly meet with the Compensation Committee to assist the Committee in
making compensation decisions regarding our named executive officers. We believe that, since our management has extensive knowledge regarding our business, they are in a position to provide valuable
input. For example, our Chief Financial Officer provides input relevant to setting performance goals and certifies to the Compensation Committee the level of achievement of our performance targets
under our Management Performance Compensation Plan (the "Performance Compensation Plan"). Our Chief Executive Officer makes recommendations to the Committee regarding the compensation of his direct
reports.

Evaluation of Compensation Levels

Our process for setting named executive officer compensation consists of the Compensation Committee establishing overall compensation
targets for each named executive officer and allocating that compensation between base salary and annual bonus compensation. As part of the Compensation Committee's annual evaluation of compensation
of our named executive officers, the Committee reviews each component of the named executive officer's compensation. The specific elements of compensation considered by the Compensation Committee
include:



In
determining compensation, the Compensation Committee also reviews the named executive officer's performance against company values, including integrity, results, teamwork,
communication, judgment and personal growth.

6

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Approval of New Employment Agreement for Chief Executive Officer

On February 24, 2009, the Company entered into a new three year employment agreement with Thomas E. Reinckens, the Company's
Chief Executive Officer. Mr. Reinckens' prior three year employment agreement expired on February 8, 2009. The Compensation Committee determined that it was advisable to enter into a new
employment agreement with Mr. Reinckens in order to better ensure that he remained in the Company's employment and that he continued to be incentivized to achieve the Company's key business
objectives.

Mr. Reinckens
new employment agreement is substantially similar to his prior agreement, and that agreement formed the basis for the terms of the new agreement.
Mr. Reinckens' annual salary increased to $600,000 in January 2008, from $530,000, when he became Chief Executive Officer. The Compensation Committee based Mr. Reinckens' salary on the
salary of his predecessor and the nature of his new duties. In November 2008, Mr. Reinckens voluntarily lowered his annual salary to $570,000, due to the impact of macro-economic conditions on
the Company's performance; he continues to be compensated at this level.

The
Compensation Committee required that Mr. Reinckens' new employment agreement include a provision enabling the Company to recoup any discretionary bonuses paid in respect of a
year in which the Company restates its audited financial statements due to a material error or fraud that results in a material misstatement of the financials. The Compensation Committee believed that
Mr. Reinckens should not personally profit if a restatement adversely affects share value. The Compensation Committee believed that this provision should be included as a best practice; it was
not added in response to a particular concern or historical issue.

Base Salaries

We have established an annual base salary for each named executive officer that is designed to be competitive by position relative to
the marketplace. Base salary compensates each named executive office for the primary responsibilities of his of her position. Base salary is set at levels that we believe enable us to attract and
retain talent. For those named executive officers that have employment agreements, base salary may be increased periodically but may not be decreased without the employee's consent. Base salary
differences among individual named executive officers reflect their differing roles in our company and the market pay for those roles.

Mr. Reinckens'
and Ms. Feeney's Fiscal 2008 base salary was increased over Fiscal 2007 levels due to their increased responsibilities. Mr. and Mrs. Kantor's
Fiscal 2009 base salaries were as provided for in their employment agreements entered into during Fiscal 2007. Beginning on November 25, 2008, Mr. Reinckens and Ms. Feeney
voluntarily lowered their respective base salaries to $570,000 and $294,500, respectively, due to the impact of macroeconomic conditions on the Company's performance; both continue to be compensated
at these levels. Ms. Farhang began employment on November 16, 2009.

Incentive Compensation Programs

Short-Term Cash Incentive Compensation

We provide our named executive officers with short-term incentive compensation in the form of an annual cash bonus under
the Performance Compensation Plan. Prior to Fiscal 2008, the Compensation Committee based bonuses under the Performance Compensation Plan upon a corporate net income target for overall corporate
performance. The Compensation Committee determined not to set targets in Fiscal 2009, due to economic conditions affecting both the Company and our industry generally.

The
Compensation Committee has the discretion to approve bonuses outside of the Performance Compensation Plan. However, no discretionary bonuses were paid in fiscal 2009, with the
exception of

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a
hiring bonus of $150,000 paid to Ms. Farhang and a hiring bonus of $40,000 for one officer, who is not a named executive officer.

The
Compensation Committee determined not to set targets in respect to Fiscal 2010, due to the current economic environment. The Committee is currently working with management to set
targets for the second half of fiscal 2010, as it was not feasible to set targets earlier due to macro-economic uncertainties.

Long-Term Equity Incentive Compensation

In addition to cash incentive compensation, the Compensation Committee also awards equity grants. The Company believes that equity
awards further align named executive officers' interests with those of stockholders and focus management on building long-term stockholder value.

We
generally make equity grants to our named executive officers at the time of their hire and review their Compensation annually. We also make grants during other times of the year when
required, for new hires, promotions and other business reasons. In determining the timing of equity grants, the Committee only considers valid business purposes and does not take into account
fluctuations in the price of the Company's common stock.

New
incentive or non-qualified stock options totaling 20,000 options were granted in Fiscal 2009, to Ms. Farhang. No new grants were made to our other named executive
officers, based on the economic downturn and the impact on the Company's results and because the Compensation Committee is in the process of reviewing the Company's equity compensation strategies.

The
grant date of an equity award is determined as described below:



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

The
exercise price for stock options is the fair market value of the Company's common stock on the grant date, which is set as the closing price per share of the common stock on The
Nasdaq Stock Market for the trading day immediately preceding the grant date. As a result, the options do not have any intrinsic value to the executive unless the market price of the common stock
rises.

Compliance with Section 162(m) of the Internal Revenue Code

Section 162(m) of the Code generally disallows deductions to publicly traded companies for compensation paid to its named
executive officers in excess of $1.0 million in a taxable year, with certain exceptions for qualified "performance-based compensation." The Company considers the potential
non-deductibility of certain compensation in making its compensation decisions. For those types of compensation that can qualify as performance-based compensation, the Company attempts to
meet the qualification requirements.

Compensation Committee Report

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

Compensation
and Plan Administration Committee of the Board of Directors:

Gene
G. Gage
Arthur S. Mintz
Andrew M. Saul
Morton J. Schrader

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SUMMARY COMPENSATION TABLE

The table below sets forth the total compensation paid to or earned during Fiscal 2009, 2008 and 2007 by (i) the Company's
current and former Chief Executive Officer, (iii) the Company's Chief Financial Officer and (iii) the Company's four most highly compensated executive officers other than the Chief
Executive Officer and Chief Financial Officer who were serving as executive officers as of the end of Fiscal 2009.

Name and Principal Position

Year

Salary ($)

Bonus ($)

Option
Awards
($)(1)

Restricted
Stock
Awards
($)(1)

All other
Compensation
($)(2)

Total ($)Thomas E. Reinckens


2009


570,000








73,000


43,493


686,493Current Chairman and


2008


596,346











40,732


637,078Chief Executive Officer


2007


530,000





504,028





38,045


1,072,073Margaret J. Feeney


2009


294,500








23,117


28,563


346,180Executive Vice President and


2008


293,423











29,719


323,142Chief Financial Officer


2007


277,063











28,558


305,621Rabia Farhang


2009


38,461


150,000


38,758


98,800


170


326,189Executive Vice President and


2008

















General Merchandise Manager(3)


2007

















Adrienne Kantor


2009


114,231








23,117


223


137,571Executive Vice President


2008


146,539











176


146,715Design and Merchandising


2007


75,000











8,876


83,876(resigned September 23, 2009)(4)Robert Kantor


2009


378,875








23,117


16,483


418,475Executive Vice President


2008


146,539











19,045


165,584Manufacturing and Product Development


2007


75,000











3,000


78,000(resigned September 23, 2009)(4)


(1)The
amounts in these columns reflect the grant date fair value of stock options and restricted stock awards, determined pursuant to FASB Accounting
Standards Codification Topic 718 ("ASC Topic 718"; formerly FASB No. 123, revised, "Share-Based Payment"). Assumptions used in the calculation of these amounts are included in footnote 15 to
the Company's audited financial statements for Fiscal 2009 in the Company's Annual Report on Form 10-K. These amounts reflect the aggregate grant date fair value of awards granted
in the respective fiscal year granted, computed in accordance with ASC Topic 718, and do not correspond to the actual value that may be recognized by the named director.(2)See
the next table for details of All Other Compensation.(3)Ms. Farhang
began employment with the Company on November 16, 2009.(4)Ms. Kantor
and Mr. Kantor began employment with the Company on July 3, 2007 and resigned on September 23, 2009.


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SUMMARY OF ALL OTHER COMPENSATION TABLE

The table below sets forth a summary of all other compensation paid to or earned during Fiscal 2009, 2008 and 2007 by (i) the
Company's current Chief Executive Officer, (iii) the Company's Chief Financial Officer and (iii) the Company's three most highly compensated executive officers other than the Chief
Executive Officer and Chief Financial Officer who were serving as executive officers as of the end of Fiscal 2009.

Name and
Principal Position

Year

Group
Insurance
($)

Life
Insurance
($)

401(K)
Matching
Contributions
($)(1)

Long-Term
Disability
Insurance
($)

Car
Allowance

Total
($)Thomas E. Reinckens


2009


19,015


11,608


4,141


6,872


1,857


43,493Current Chairman and


2008


21,583


5,689


4,731


6,872


1,857


40,732Chief Executive Officer


2007


21,229


3,790


4,297


6,872


1,857


38,045Margaret Feeney


2009


17,348


829


3,254


5,646


1,486


28,563Executive Vice President


2008


16,486


1,501


4,600


5,646


1,486


29,719and Chief Financial Officer


2007


16,193


829


4,404


5,646


1,486


28,558Rabia Farhang


2009





170











170Executive Vice President


2008

















Manufacturing and General


2007

















Merchandise Manager(2)Adrienne Kantor


2009





223











223Executive Vice President,


2008





176











176Design and Merchandising


2007


8,876














8,876(resigned September 23, 2009)(3)Robert Kantor


2009


14,360


625








1,857


16,842Executive Vice President


2008


16,682


506








1,857


19,045Manufacturing and


2007














3,000


3,000Product Development(resigned September 23, 2009)(3)


(1)The
Cache 401(K) Savings Plan is a tax-qualified retirement plan generally available to all eligible employees upon completion of a
12-month period during which the employee completes 1,000 hours of service. Eligible employees must be 21 years of age. An eligible employee may defer up to 25% of his or her
annual salary or an annual maximum contribution of $15,000, whichever is less, during the calendar year. In addition, the Company matches the first 25% of the first 3% deferred by each eligible
employee during the calendar year.(2)Ms.
Farhang began employment with the Company on November 16, 2009.(3)Ms.
Kantor and Mr. Kantor began employment with the Company on July 3, 2007 and resigned on September 23, 2009.


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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2009

The Company granted new incentive or non-qualified stock option awards totaling 20,000 options during Fiscal 2009, to
Ms. Farhang. No new incentive or non-qualified stock option awards were granted to the other named executive officers.

Pursuant
to the stock option and performance incentive plan approved at the annual meeting of the shareholders on July 21, 2009, the Company granted 239,000 shares of restricted
stock awards to employees who hold various positions within the Company. Two-thirds of these restricted stock awards contingently vest over a three year period, based on the Company
meeting performance goals, and one-third vest equally on an annual basis over the requisite service period. The total grant-date fair value of restricted stock that vested as
of January 2, 2010 was approximately $85,000.

The
table below shows the number of shares of the Company's common stock covered by exercisable and un-exercisable stock options held by the Company's named executive
officers on January 2, 2010.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option AwardsName

Number of Securities
Underlying Unexercised
Options (#)
Exercisable

Number of Securities
Underlying Unexercised
Options (#)
Un-exercisable

Option Exercise Price
($)

Option Expiration DateThomas E. Reinckens


187,500





12.65

July 22, 201352,500





15.17

January 22, 2014


100,000
(1)

14.40

July 5, 2017Margaret J. Feeney


43,300





12.65

July 22, 201320,000





11.53

May 3, 2015Rabia Farhang





20,000
(2)

4.79

November 16, 2019


(1)This
award may vest, subject to performance vesting, of 25,000 options on December 31, 2010, with the remaining 75,000 options vesting on
July 5, 2011.(2)This
award vests in three installments on each of November 16, 2010, 2011 and 2012.


No stock options were exercised during Fiscal 2009.

PAYMENTS AND ENTITLEMENTS UPON CHANGE IN CONTROL  AND OTHER TERMINATION EVENTS

The following is a description of the specific circumstances relating to termination of employment and change in control of the Company
that will trigger payments to each of the named executive officers specified below and a calculation of the estimated payments to each such named executive officer as a result of the occurrence of
such events had they occurred on January 2, 2010 (the end of the Company's 2009 fiscal year).

Thomas E. Reinckens

The Company has a three-year employment agreement with Mr. Reinckens, which was entered into on February 24,
2009. This agreement succeeds his prior employment agreement, which expired on February 8, 2009. The current agreement provides for payments to be made to Mr. Reinckens upon

11

---



certain
termination events, including a "Change in Control" of the Company (generally defined as (i) the acquisition of 50% or more of Company common stock or (ii) a change in the
majority of the Board of Directors within the two years following a change in control transaction.

Under
Mr. Reinckens' employment agreement, the following constitute termination events (the "Termination Events"):



In
the case of a termination due to death or Disability, the Company shall have no further liability to Mr. Reinckens, except for any unpaid salary and benefits accrued to the
date of termination. In the event of Mr. Reinckens' Disability, and until Mr. Reinckens reaches the age of 65, Mr. Reinckens is entitled to receive payments under the Company's
applicable short-term and long-term disability plans.

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

If
following a Change in Control, Mr. Reinckens' employment is terminated without Cause or he terminates his employment during a window period, then Mr. Reinckens is
entitled to receive a lump-sum cash severance payment equal to two times his annual salary, at the time of termination. The window period begins 90 days following a change in
control and ends 180 days thereafter.

Upon
a Termination Event, all time-vesting stock options granted to Mr. Reinckens will fully vest.

Upon
a Change in Control, regardless of whether his employment is terminated, all stock option awards granted to Mr. Reinckens will vest and will become exercisable in accordance
with the stock option award agreements under which such options were granted.

Pursuant
to his employment agreement, Mr. Reinckens is subject to non-solicitation and non-competition covenants during his employment and for up to two
years thereafter, depending upon the circumstances under which the termination occurs.

12

---





Assuming the occurrence of the following termination events and/or a change in control on January 2, 2010, Mr. Reinckens would be entitled to receive the additional
payments set out in the table below:

Potential Payments to Thomas E. Reinckens upon the Occurrence of 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
TerminationCash Severance (base salary)










$
1,240,188

$








$
1,240,188Stock OptionsAccelerated










$


$


$


$
189,011

$
189,011Health & Welfare










$
94,631

$


$





$
94,631Other













$
968,350
(1)
$
2,034,000
(2)



$
Total










$
1,334,819

$
968,350

$
2,034,000

$
189,011

$
1,523,830


(1)Represents
payments under the Company's short-term and long-term disability plans.(2)Represents
the death benefit payable to Mr. Reinckens' beneficiary under basic and supplemental life insurance policies.


Other Named Executive Officers

Upon a Change in Control of the Company, in accordance with the terms of the Company's 2000, 2003 and 2008 Stock Option Plans, all
stock options granted to the named executive officer automatically vest.

In
addition, the Company maintains on behalf of each named executive officer a basic life insurance policy, the proceeds of which are payable upon the death of the named executive
officer.

Assuming
the occurrence of the following termination events and/or a change in control of the Company on January 2, 2010, each named executive officer will be entitled to receive
the additional payments set out in the respective tables below.

Potential Payments to Ms. Feeney upon the Occurrence of 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
TerminationCash Severance (base salary and bonus)










$
294,500










$
294,500Stock OptionsAccelerated



















$


$
Health & Welfare










$
28,563

$








$
28,563Other













$
2,370,000
(1)
$
794,500
(2)




Total










$
323,063

$
2,370,000

$
794,500

$


$
323,063


(1)Represents
payments under the Company's short-term and long-term disability plans.(2)Represents
the death benefit payable to Ms. Feeney's beneficiary under basic and supplemental life insurance policies.


13

---






Potential Payments to Ms. Farhang upon the Occurrence of 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
TerminationCash Severance (base salary and bonus)










$
1,146,154










$
1,146,154Stock OptionsAccelerated



















$
29,069

$
29,069Health & Welfare










$
487

$








$
487Other













$


$
400,000
(1)




Total










$
1,146,641

$


$
400,000

$


$
1,175,710


(1)Represents
the death benefit payable to Ms. Farhang's beneficiary under basic life insurance policy.


DIRECTOR COMPENSATION

The Board determines and reviews director compensation annually. In its review, the Board considers compensation paid to directors at
similarly situated companies and the time commitments required of the directors. The Board began to receive the advice and recommendations from Deloitte Consulting regarding director compensation
during fiscal 2008. Board compensation was increased during Fiscal 2008, to the levels described below, based upon an analysis of peer group executive compensation practices conducted by Deloitte
Consulting.

Employee
directors do not receive compensation for serving on the Board. Accordingly, Mr. Reinckens, who is a director and employee of the Company, did not receive any
compensation for serving on the Board. Directors who are not employees of the Company generally receive an annual retainer of $35,000, payable in monthly installments. The Chairman of the Audit
Committee receives an additional $7,000 per year. The other members of the Audit Committee receive an additional $3,000 per year. In addition, each Board member receives a payment of $1,000 per day
for each meeting attended. Each Board member also received a payment of $45,000, to be used for the purchase of Cache common stock. Board members are also reimbursed for travel expenses on Company
business.

The
following table lists the compensation paid to the Company's non-executive directors during Fiscal 2009.

Name

Fees Earned or
Paid in Cash
($)

All Other
Compensation
($)(1)

Total
($)Gene G. Gage

$
97,305

$


$
97,305Arthur S. Mintz


78,580


13,420


92,000Andrew M. Saul


68,626


14,374


83,000Morton J. Schrader


91,000





91,000


(1)Consists
of participation in our group medical insurance program.


Compensation Committee Interlocks and Insider Participation

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

14

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ITEM 12.    PRINCIPAL STOCKHOLDERS AND SHARE OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 28, 2010 concerning the beneficial ownership of the Company's
common stock by (i) each stockholder who is known by the Company to own beneficially in excess of 5% of the outstanding common stock, (ii) each current director, (iii) the named
executive officers and (iv) all current directors and executive officers as a group. Except as otherwise indicated, each stockholder listed below has sole voting and investment power with
respect to his or her shares of common stock. The Securities and Exchange Commission has defined the term "beneficial ownership" to include any person who has or shares voting power or investment
power with respect to any security or who has the right to acquire beneficial ownership of any security within 60 days.

Name of Beneficial Owner

No. of Shares of
Common Stock

Percent
of ClassAndrew M. Saul and affiliates(1)


1,774,103


13.9
%Royce and Associates LLC(2)


1,014,050


7.9
%Palo Alto Investors, LLC(3)


760,800


6.0
%Dimension Fund Advisors, L.P.(4)


708,644


5.5
%Thomas E. Reinckens(5)


366,495


2.8
%Margaret J. Feeney(5)


85,278


*Rabia Farhang


20,000


*Morton J. Schrader


35,430


*Gene G. Gage


19,000


*Arthur S. Mintz


18,936


*All Current Executive Officers and Directors as a Group (7 persons)


2,319,242


17.7
%


---

15

---



Securities Authorized for Issuance Under Equity Compensation Plans

See Item 5 in Part II of our Form 10-K filed on March 19, 2010 for information regarding
securities authorized for issuance under our equity compensation plans.

SECTION 16(a) BENEFICIAL  OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and certain officers and holders of more
than 10% of the Company's common stock to file with the Securities and Exchange Commission reports of their ownership and changes in their ownership of common stock. Based solely on a review of copies
of Section 16(a) reports furnished to the Company, or written representations from certain reporting persons, the Company believes that during Fiscal 2009 all transactions were reported on a
timely basis, except for the following instances: Saul Partners LP filed one late Form 4, Andrew Saul filed one late Form 4, Morton Schrader filed one late Form 4, Thomas
Reinckens filed one late Form 4 and Arthur Mintz filed one late Form 4.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Review, Approval or Ratification of Transactions with Related Persons

Our policy with regard to related party transactions is that all material transactions are to be reviewed by the Audit Committee for
any possible conflicts of interest. A "related party transaction" is defined to include any transaction or series of transactions exceeding $120,000 in which we are a participant and any related
person has a material interest. Related persons would include our directors, executive officers (and immediate family members of our directors and executive officers) and persons controlling over five
percent of our outstanding common stock. In the event of a potential conflict of interest, the Audit Committee will generally evaluate the transaction in terms of: (i) the benefits to the
Company; (ii) the impact on a director's independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner,
shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms
available to unrelated third parties or to employees generally. The Audit Committee will then document its findings and conclusions in written minutes. In the event a transaction relates to a member
of our Audit Committee, that member will not participate in the Audit Committee's deliberations.

The
payroll and benefits of two individuals who work on a full-time basis at Saul Partners, LP, a private partnership controlled by Andrew M. Saul and certain other
members of his family, are processed through the Company. Saul Partners reimburses the Company for the full amount of the payroll and benefits. Therefore, there are no
out-of-pocket costs to the Company in connection with this arrangement. Neither individual is a family member of or otherwise related to Mr. Saul.

Independent Directors

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

16

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ITEM 14.    PRINCIPAL ACCOUNTING FIRM FEES

The following table sets forth the aggregate fees billed to the Company for Fiscal 2009 and Fiscal 2008 by and MHM Mahoney Cohen CPAs
(formerly Mahoney Cohen & Company, CPA, P.C.).

Fees

Fiscal 2009
Amount

Fiscal 2008
AmountAudit fees

$
364,355

$
354,015Audit-Related Fees

$
78,453

$
125,932Tax Fees

$


$
All Other Fees

$
4,507

$
22,658Total Fees

$
447,315

$
502,605


The
Audit Committee of the Board of Directors has considered whether the provision of these services is compatible with maintaining the principal accountants' independence.

Audit
fees includes fees for the annual audit and reviews of the Company's quarterly reports on Form 10-Q, as well as statutory audits and audits of subsidiaries.

Audit-related
fees include fees for audits of benefit plans and testing of internal controls for Sarbanes-Oxley compliance during Fiscal 2008 and Fiscal 2009.

All
other fees include fees for evaluations and advisory services. The Audit Committee has implemented a procedure to require pre-approval of all services performed by the
independent auditors. Consequently, during Fiscal 2008 and 2009, any project which management hired the principal accountants to perform was presented to the Audit Committee, along with an estimate of
the costs to be incurred. The Audit Committee reviewed and approved the estimate before the commencement of the project. The Audit Committee was updated by management if additional costs were expected
to be incurred. All projects performed by the independent auditors were approved by the Audit Committee during Fiscal 2008 and 2009.

17

---





Signatures

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

Date: April 28, 2010

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 the Registrant and in the capacities and on
the dates indicated.

Signature

Title

Date/s/ THOMAS E. REINCKENS Thomas E. Reinckens

Chairman of the Board and
Chief Executive Officer

April 28, 2010/s/ MARGARET FEENEY Margaret Feeney

Executive Vice President
(Chief Financial Officer)

April 28, 2010/s/ GENE G. GAGE Gene G. Gage

Director

April 28, 2010/s/ ARTHUR S. MINTZ Arthur S. Mintz

Director

April 28, 2010/s/ ANDREW M. SAUL Andrew M. Saul

Director

April 28, 2010/s/ MORTON J. SCHRADER Morton J. Schrader

Director

April 28, 2010


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